EQS-Adhoc

Adler Group S.A.: Agreement with bondholder group on amendments to and refinancing of certain existing financial indebtedness

EQS-Ad-hoc: Adler Group S.A. / Key word(s): Capital Reorganisation Adler Group S.A.: Agreement with bondholder group on amendments to and refinancing of certain existing financial indebtedness 24-May-2024 / 21:31 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. Disclosure of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014

Agreement with bondholder group on amendments to and refinancing of certain existing financial indebtedness including the provision of additional liquidity, the partial subordination of existing notes and issuance of parts bénéficiaires

Luxembourg, 24 May 2024 – Adler Group S.A. (“Adler Group”) and certain of its subsidiaries, including AGPS BondCo plc (“AGPS BondCo”, and together with Adler Group, the “Group”), today entered into a lock up agreement with a steering committee of bondholders (“Steerco”) to, among other things, provide additional liquidity, refinance and extend existing financial indebtedness, partially subordinate notes issued by AGPS BondCo and issue parts bénéficiaires representing 75% of the pro forma voting rights in Adler Group (collectively, the “Transaction”). The bondholders hold around 60.5% of the notes outstanding and issued by AGPS BondCo.

The Transaction consists of the following elements:

The existing EUR 937.5 million secured loan facility originally due in June 2025 (“1L New Money Facility”) provided by a special purpose vehicle set-up at the initiative of the bondholders (“Facility SPV”) shall be increased by up to EUR 100 million and extended to December 2028 (subject to a EUR 400 million paydown by December 2027). The 1L New Money Facility will accrue payment-in-kind amounts (“PIK”) at a rate of 12.5% going forward and includes a potential tap to refinance the EUR 300 million notes issued by Adler Group`s subsidiary ADLER Real Estate GmbH due April 2026.