ADLER Group S.A.
Adler Group S.A. to launch a cash tender offer for its outstanding secured convertible notes and to issue new senior secured notes

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS.

Disclosure of an inside information according to Article 17 MAR of the Regulation (EU) No 596/2014

Adler Group S.A. to launch a cash tender offer for its outstanding secured convertible notes and to issue new senior secured notes

Luxembourg, August 29, 2023 – The board of directors of Adler Group S.A. (“Company”) today resolved to launch a cash tender offer (“Tender Offer”) to repurchase its outstanding EUR 165,000,000 senior secured convertible notes due November 23, 2023 (ISIN DE000A2RUD79, “Convertible Notes”) and to issue up to EUR 191,000,000 senior secured notes with an expected term of two years due 2025 (“New Notes”).

The Tender Offer period will begin on August 29, 2023 and will expire on September 26, 2023 at 11:59 p.m., New York City time, unless extended or earlier terminated by the Company. The repurchase price for the Convertible Notes will be €97,000 per €100,000 principal amount plus accrued interest. The Tender Offer is subject to terms and conditions set forth in a tender offer memorandum (“Tender Offer Memorandum”), including the successful closing of the issuance of the New Notes.

The New Notes shall be secured in ranking after the relevant asset level financings and the Company’s financing obtained in connection with the restructuring under the Company’s existing intercreditor agreement (i.e., secured on a “1.5 Lien” basis).

The Company intends to use the net proceeds from the issuance of the New Notes for repayment of the Convertible Notes and certain promissory notes (Schuldscheine) issued by ADO Lux Finance S.à r.l. and guaranteed by the Company.

The Company intends to apply for the quotation of the New Notes on the open market segment (Freiverkehr) of the Frankfurt Stock Exchange.

Notifying Person:

Gundolf Moritz, Head of Investor Relations

+49 151 23680993

g.moritz@adler-group.com

IMPORTANT NOTICE:

This announcement is for informational purposes only and does not constitute and shall not, in any circumstances, constitute an offer to sell or the solicitation of an offer to buy the New Notes or any other security in any jurisdiction and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold within the United States except in transactions exempt from, or not subject to, the registration requirements of, the Securities Act. Accordingly, the New Notes are being offered only to (1) certain “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non “U.S. persons” (as defined in Regulation S under the Securities Act) in offshore transactions in accordance with Regulation S under the Securities Act.

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any “retail investor” in the United Kingdom. For the purposes of this paragraph, a “retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA or (iii) not a qualified investor as defined in Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the “EU Prospectus Regulation”) as it forms part of UK domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any “retail investor” in the European Economic Area (the “EEA”). For the purposes of this paragraph, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”) or (ii) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” within the meaning of Article 2(e) of the EU Prospectus Regulation or the UK Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The offer and sale of the New Notes will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation.

Solely for the purposes of the product governance requirements contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ‘manufacturer’ (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Notes have been subject to a product approval process, which has determined that: (i) the target market for the New Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the New Notes (a ‘distributor’) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Notes (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MIFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any action whatsoever with respect to the New Notes.

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, legal adviser, accountant or other independent financial adviser. Any individual or company whose Convertible Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to offer Convertible Notes for exchange pursuant to the Tender Offer. None of the Tender and Information Agent or the Company makes any recommendation as to whether holders of Convertible Notes should participate in the Tender Offer.

This announcement is for informational purposes only. The Tender Offer is being made only pursuant to the Tender Offer Memorandum and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer constitutes an offer to purchase or the solicitation of an offer to tender or sell Convertible Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.

This announcement contains certain forward-looking statements with respect to certain of the Company’s current expectations and projections about future events. These statements, which sometimes use words such as “intend,” “proposed,” “plan,” “expect,” and words of similar meaning, reflect the Company’s beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor of its subsidiaries assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.

The distribution of this announcement may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.