Global Fashion Group S.A.
Global Fashion Group S.A.: GFG RESOLVES ON INVITATION TO ALL ELIGIBLE HOLDERS TO OFFER TO SELL FOR CASH THEIR CONVERTIBLE BONDS DUE 2028 (ISIN: DE000A3KMT51)

NOT FOR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Disclosure of an inside information according to Art. 17 Sec. 1 of the Regulation (EU) No. 596/2014 (Market Abuse Regulation – MAR)

GLOBAL FASHION GROUP S.A.: GFG RESOLVES ON INVITATION TO ALL ELIGIBLE HOLDERS TO OFFER TO SELL FOR CASH THEIR CONVERTIBLE BONDS DUE 2028 (ISIN: DE000A3KMT51)

Luxembourg, 22 August 2023 – The management board of Global Fashion Group S.A. (“GFG” or the “Company“) resolved today, with the approval of the supervisory board, to invite, from 9:00 a.m. (CEST) today, eligible holders of the convertible bonds due 2028 issued by GFG, whose outstanding aggregate principal amount not held by the Company as of today is EUR 279.9 million (ISIN: DE000A3KMT51) (the “Bonds”), to submit offers to sell for cash their Bonds in a modified Dutch auction procedure (the “Invitation“). EUR 74.6 million in aggregate principal amount has been agreed to be repurchased by GFG as announced on 18 August 2023 and EUR 95.1 million in aggregate principal amount were repurchased in 2022 and are held by GFG in treasury. The Company intends to repurchase up to approximately EUR 50.0 million in aggregate principal amount of the Bonds (the “Target Amount“). GFG reserves the right, in its sole and absolute discretion, to purchase less than or more than the Target Amount.

The purchase price per EUR 100,000 principal amount of the Bonds will be between EUR 71,000 and EUR 73,000. The final purchase price and the total number of the Bonds expected to be acquired will be announced as soon as reasonably practicable after the expiration deadline on 24 August 2023 at 5:00 p.m. CEST. Settlement is expected to occur on or around 31 August 2023. The repurchase of the Bonds can be modified, suspended or resumed at any point in time. The Company does not intend to disclose each individual transaction. The Bonds repurchased may be cancelled or held and resold.

The Invitation is not being made, and will not be made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone, the internet and other forms of electronic communication) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Invitation cannot be accepted, and no Bonds can be offered for sale, by any such use, means, instrumentality or facility or from within the United States. The Invitation is not open to any persons located or resident in the United States, or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Invitation or any participation therein would be unlawful.

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Person making the notification:

Claire Higgins, Group Senior Legal Counsel

Media contact:
 

DISCLAIMER

This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions) or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities to any person in the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“), or the laws of any state within the United States and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities referred to herein in the United States.

The offer referred to herein when made in member states of the European Economic Area (“EEA” and each member state, a “relevant member state”), is only addressed to and directed at persons who are qualified investors (the “Qualified Investors“) as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation“).

In the United Kingdom, this document is only being distributed to and is only directed at Qualified Investors within the meaning of the Prospectus Regulation as it forms part of the United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order“) or (ii) fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons“). This document is directed only at Relevant Persons and must not be acted on or relied on (i) in the United Kingdom by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in this announcement, and neither the Company nor any other person accepts any responsibility for the accuracy of the forward-looking statements contained in this announcement or the underlying assumptions.

About Global Fashion Group

Global Fashion Group is the leading fashion and lifestyle destination in LATAM, SEA and ANZ. From our people to our customers and partners, we exist to empower everyone to express their true selves through fashion. Our three ecommerce platforms: Dafiti, ZALORA and THE ICONIC connect an assortment of international, local and own brands to over 800 million consumers from diverse cultures and lifestyles. GFG’s platforms provide seamless and inspiring customer experiences from discovery to delivery, powered by art & science that is infused with unparalleled local knowledge. Our vision is to be the #1 fashion & lifestyle destination in LATAM, SEA and ANZ, and we are committed to doing this responsibly by being people and planet positive across everything we do.

(ISIN: LU2010095458)

For more information visit: www.global-fashion-group.com