Kapla Holding S.A.S. - Tender Offer - Results

Kapla Holding S.A.S. Announces the Results of its Offer to Purchase for Cash its Outstanding Senior Secured Floating Rate Notes due 2027 - XS2463546007

26 JANUARY 2024

Full announcement including disclaimers and offer/distribution restrictions available via Luxse

January 26, 2024. Kapla Holding S.A.S. (the “Offeror”) announced today the final results of its offer to Eligible Holders (as defined below) to tender (the “Tender Offer”) for purchase for cash its issued and outstanding Senior Secured Floating Rate Notes due 2027 (ISIN: XS2463546007) (the “Existing 2027 Notes”), on the terms and subject to the conditions set out in the tender offer memorandum dated January 19, 2024 (the “Tender Offer Memorandum”).

Today, the Offeror also successfully priced its offering (the “New Money Notes Offering”) of €461,857,000 in aggregate principal amount of new Senior Secured Floating Rate Notes due 2030 (the “New Money Notes”). The New Money Notes will be issued at an issue price of 100%. The New Money Notes will bear interest at a Description of the Existing 2027 Notes Outstanding Principal Amount ISIN/Common Code(1) Purchase Price(2) Maximum Acceptance Amount Senior Secured Floating Rate Notes due 2027 €200,000,000 ISIN: XS2463546007 Common Code: 246354600 101% €143,874,000 3 floating rate equal to three-month EURIBOR, with a 0% floor, plus 350 basis points, per annum, reset quarterly. Interest on the New Money Notes will be payable quarterly in arrear. The New Money Notes will be senior secured obligations of the Offeror and will be guaranteed by certain of the Offeror’s subsidiaries.

We expect the New Financing Condition (as defined and further described in the Tender Offer Memorandum) to be satisfied. The Offeror has accepted all the Tender and Priority Acceptance Instructions as well as all Tender Only Instructions received from Eligible Holders and, as a result, there will be no pro-ration applied.

It is expected that the New Money Notes Offering, the concurrent exchange offer (the “Exchange Offer”) in respect of the Offeror’s existing 2026 Floating Rate Notes (the “Existing 2026 Floating Rate Notes”) and the Tender Offer will settle simultaneously on February 5, 2024 (the “Settlement Date”), provided that all conditions to the occurrence of the Settlement Date have been satisfied or waived. On the Settlement Date, the Offeror will issue €650,000,000 in aggregate principal amount of New Notes (as defined below) (ISIN: XS2756269960 / Common code: 275626996 (REG S); ISIN: XS2756270117 / Common code: 275627011 (RULE 144A)). In addition, the Offeror delivered a conditional notice of redemption today to holders of the Existing 2027 Notes for all Existing 2027 Notes not tendered for cash in the Tender Offer, such that on or about February 6, 2024, all Existing 2027 Notes will be redeemed and cancelled."

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Kapla Holding S.A.S. offers to purchase for cash its outstanding Senior Secured Floating Rate Notes due 2027 - XS2463546007

19 JANUARY 2024

Full announcement including disclaimers and offer/distribution restrictions available via Luxse

January 19, 2024. Kapla Holding S.A.S. (the “Offeror”) announced today that it has commenced an offer to Eligible Holders (as defined below) of its issued and outstanding Senior Secured Floating Rate Notes due 2027 (ISIN: XS2463546007) (the “Existing 2027 Notes”) to tender (the “Tender Offer”) for purchase for cash their Existing 2027 Notes up to a Maximum Acceptance Amount, subject to the conditions set out in the tender offer memorandum dated January 19, 2024 (the “Tender Offer Memorandum”).

Consummation of the Tender Offer will be conditioned upon the satisfaction of certain conditions, including, without limitation, the successful completion (in the sole determination of the Offeror) of the issue of the Exchange Notes and New Money Notes (in each case as defined below) in a combined aggregate amount of at least €250,000,000 (the “New Financing Condition”) and the other conditions set out in the Tender Offer Memorandum. Subject to applicable law, the Company reserves the right, in its sole discretion, to waive any and all conditions to the Tender Offer. There can be no assurance that the Offeror will be able to satisfy the New Financing Condition or the other conditions set out in the Tender Offer Memorandum."

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