DGAP-Adhoc

Global Fashion Group S.A.: launches an offering of approx. EUR 375 million Convertible Bonds due 2028 - Seite 2

The pricing of the offering of the Convertible Bonds will be determined based on an accelerated bookbuilding. The Convertible Bonds will be offered solely to institutional investors in certain jurisdictions outside the United States of America, Australia, South Africa and Japan via a private placement. In Canada, the offering will only be made in the provinces of Ontario, Québec, British Columbia or Alberta, to institutional investors who are both an accredited investor and a Canadian permitted client under applicable Canadian securities laws. The pre-emptive rights of existing shareholders of the Company to subscribe for the Convertible Bonds are excluded.

The Company will be entitled to redeem all, but not some only, of the Convertible Bonds outstanding at their principal amount plus accrued interest at any time (i) on or after the date fixed for redemption (which will be no earlier than 14 May 2025) if the stock exchange price per GFG share amounts to at least 130% of the then relevant conversion price over a certain period or (ii) if 15% or less of the aggregate principal amount of the Convertible Bonds remain outstanding. Holders of the Convertible Bonds will be entitled to require an early redemption of their Convertible Bonds at their principal amount plus accrued but unpaid interest on the fifth anniversary of the Convertible Bonds' issue.

The Company is entitled to make a cash payment in lieu of delivering Shares if and to the extent on the settlement date the Company is unable to deliver Shares upon conversion.

The Company is also entitled to fulfill its obligation to redeem the Convertible Bonds in cash by redeeming all of the Convertible Bonds by delivering Shares and, if applicable, paying an additional cash amount and accrued interest.

The final terms of the Bonds are expected to be announced by tomorrow morning before market opening through a separate press release. The Convertible Bonds are expected to be issued by the Company on or around 15 March 2021.

The Company intends to apply for the Convertible Bonds to be included to trading on the unregulated Open Market Segment (Freiverkehr) of the Frankfurt Stock Exchange.

Concurrent Offer of Existing Shares by Financial Institutions

The Global Coordinators have informed the Company that concurrently with the placement of the Convertible Bonds, they intend to conduct a simultaneous placement of existing shares of the Company (the "Concurrent Offer of Existing Shares") on behalf of buyers of the Convertible Bonds who wish to sell such shares in short sales to hedge the market risk of an investment in the Convertible Bonds at a clearing price to be determined by way of an accelerated bookbuilding process. The Company will not receive any proceeds from the Concurrent Offer of Existing Shares.