EQS-Adhoc: Aroundtown SA launches exchange offer with 15% tender option to the holders of certain perpetual notes

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

Aroundtown launches exchange offer with 15% tender option to the holders of certain perpetual notes

Luxembourg, 2 April 2024 - The Board of Directors of Aroundtown SA (the "Company" and together with its subsidiaries “Aroundtown”) has resolved today to launch a voluntary exchange and tender offer (the “Offer”) to the holders of four of its Euro denominated outstanding perpetual notes with the ISIN codes XS1508392625, XS2055106210, XS1752984440 and XS2027946610 ("Existing Perpetuals Notes"). Under the Offer, holders of the Existing Perpetual Notes will have the opportunity to exchange existing eligible holdings into either: (i) new perpetual notes at the relevant exchange ratio and a cash amount for participating in the exchange, or (ii) new perpetual notes at the relevant exchange ratio, a cash amount for participating in the exchange and a 15% redemption of their exchanged notes for cash.

Under the Offer, holders of the Existing Perpetual Notes with the ISIN code XS1508392625 and a current coupon of 7.078% and the ISIN code XS2055106210 and a current coupon of 3.375% (coupon of ca. 6.6% at next reset date under current 5-year mid-swap) are invited to exchange their instruments into newly issued undated subordinated notes with a coupon of 7.125% and a term of 6 years until the first reset date. The new notes are expected to be rated BBB- by S&P Global Ratings Europe Limited. This part of the Offer is subject to achieving a minimum new issue size of EUR 200,000,000.00.

In addition, holders of the Existing Perpetual Notes with the ISIN code XS1752984440 and a current coupon of 4.542% and the ISIN code XS2027946610 and a current coupon of 2.875% (coupon of ca. 6.1% at next reset date under current 5-year mid-swap) are invited to exchange their instruments into newly issued undated subordinated notes with a coupon of 5% and a term of 5.25 years until the first reset date. The new notes are expected to be rated BBB- by S&P Global Ratings Europe Limited. This part of the Offer is subject to achieving a minimum new issue size of EUR 200,000,000.00.

The offer period will start on 2 April 2024 and end at 5:00 p.m. CET on 9 April 2024, unless extended, withdrawn, amended or terminated by the Company.

The new undated subordinated notes will be issued by a subsidiary of the Company, Aroundtown Finance S.à r.l. and will be unconditionally and irrevocably guaranteed on a subordinated basis by the Company and will rank pari passu with all other subordinated notes issued or guaranteed by the Company. The newly issued undated subordinated notes shall be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the MTF Market operated by the Luxembourg Stock Exchange.

Aroundtown aims to recover or maintain the equity content under S&P rating methodology.

The Offer is subject to certain conditions. The details of the Offer will be made available in an Exchange and Tender Offer Memorandum.