Adler Group S.A.: review of 800,000 documents completed without any findings

Luxembourg, 17 January 2023 – Adler Group S.A. („Adler“) announces today that a review of approximately 800,000 electronic communication documents (e-mails, calendar entries, etc.) commissioned by it did not reveal any incriminating findings. Last year the Adler Board of Directors had engaged an international law firm to review the relevant data. The report without incriminating findings was already presented to the Board of Directors.

The purpose of the commissioning was to review whether this data set provides evidence that companies of the Adler group have conducted transactions with related or allegedly related parties that were not at arm’s length terms and whether this data set contains information on events that could have been relevant for an auditor of a company of the Adler group of companies.

The background of the engagement is that KPMG, in the role as auditor of the consolidated and stand-alone financial statements of the Adler group for the financial year 2021, stated the alleged withholding of documents as the reason for issuing a disclaimer of opinion.

Previously, Adler has completely disclosed 3.1 million of approximately 3.9 million requested documents to KPMG as part of the forensic investigation – detached from the audits of the financial statements – and approximately 800,000 in a limited manner in the course of a standard market procedure. The reason for this limited disclosure was to preserve the attorney-client privilege, under which confidential communication with legal advisors is protected. In the event of a full disclosure of the protected documents to a non-attorney third party, such as KPMG, the attorney-client privilege would be waived and, consequently, the documents in question would also have to be disclosed to the opposing party in a potential legal dispute. Consequently, if the 800,000 documents were ordered to be disclosed, the Board of Directors would have exposed itself to an incalculable liability risk.

The report of the international law firm concludes that the data set of approximately 800,000 documents does not contain any information according to which companies of the Adler group have conducted transactions with related or allegedly related parties that were not at arm’s length terms. In addition, the data set does not contain any information that could be relevant for an auditor of a company of the Adler group. The report will of course be made available to a future auditor. All audit relevant data are already compiled in a data room.

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