EQS-Adhoc: Adler Group SA: Agreement with a group of bondholders on the terms of the restructuring

Publication of inside information according to Article 17 of Regulation (EU) No. 596/2014

Adler Group SA: Agreement with a group of bondholders on the terms of the restructuring

Luxembourg, February 19, 2023 The Adler Group SA (Adler Group) and its subsidiaries ADLER Real Estate Aktiengesellschaft, Consus Real Estate AG and AGPS BondCo PLC today, with the support of a significant majority of the locked-up bondholders of AGPS BondCo PLC’s Senior Unsecured Notes (SUNs) the Lock-up Agreement (as amended, the Modified Lock-up Agreement) and the Debt Financing Commitments (in their amended form the Amended Commitment Letter) each originally completed on or about November 25, 2022.

Following its November 25, 2022 announcement, Adler Group has now reopened debt financing to all bondholders of the SUNs and invited them to participate in this committed debt financing (the debt financing) to contribute. The Adler Group also has the availability of the so-called Plan B fairy which provides that SUNs’ locked-up bondholders will receive a transaction fee of 25 basis points on their respective locked-up SUNs.

The Amended Commitment Letters allow additional bondholders of the SUNs who are qualified investors under applicable regulations to provide financing to Adler Group and certain of its subsidiaries and to become lenders under the debt financing. The Debt Financing continues to be secured through the Steering Committee of the SUN’s Noteholders and certain other SUN Noteholders.

The deadline for participation is March 31, 2023 (subject to the relevant bondholders meeting certain regulatory and other eligibility requirements for participation in the debt financing). A form of Commitment Letters, together with further instructions regarding the submission of evidence of holdings of the relevant Noteholder’s SUNs and other supporting documentation required, are available upon request from the Steering Committee’s financial advisor.

In consideration for the commitments made by the Noteholders, all Noteholders participating in the Debt Financing are entitled under the Amended Commitment Letter to a 1% Original Issue Discount Fee, a 1% Early Bird Fee and a Ticking Fee of 5% per annum on and from April 1, 2023 until the first drawdown of the debt financing based on their final commitment calculated on the basis of the proportionate holdings of the SUNs as of March 20, 2023. Noteholders who signed the commitment letters before December 14, 2022 are also entitled to the ticking fee during the period from January 9, 2023 (inclusive) to March 31, 2023, calculated on the basis of their original obligation.

Steering Committee members are entitled to a backstop fee equal to 3.00 percent of the amount of the initial aggregate debt financing commitments (from November 25, 2022). However, incremental participants in the leverage are not eligible to receive this fee.

The provision of the debt financing is dependent on the successful completion of the restructuring plan of AGPS BondCo PLC (the restructuring plan) and certain other customary conditions.

As part of the changes, the deadlines for the publication of the Adler Group’s audited consolidated financial statements for the financial years 2022 and 2023, as provided for in the bond terms, are extended in both cases to September 30, 2024, subject to the successful completion of the restructuring plan.

In addition, Adler Group had originally committed to issue a secured equity instrument entitling holders to receive 25% of Adler Group’s shares. In light of this commitment, Adler Group has now committed, pursuant to the Amended Commitment Letters, new shares to be issued to the bondholders involved in the debt financing around the date of the completion of the debt financing. Upon subscription, these bondholders will hold 22.5% of Adler Group’s share capital.

With the completion of the Amended Lock-up Agreement, Adler Group has expanded the availability of the so-called Plan B Fee, which provides that lock-up bondholders of the SUNs receive a transaction fee of 25 basis points on their respective lock-up SUNs. The fee will be paid to bondholders who opted in before 12 noon (London time) on the day of the Restructuring Plan meeting and who voted in favor of the proposed amendments at that meeting. This transaction fee of 25 basis points is only payable upon successful completion of the restructuring plan. The fee is calculated based on the holdings in the SUNs as of March 20, 2023.

Notifying person:

Gundolf Moritz, Head of Investor Relations
+49 151 23680993
[email protected]