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Vivion Investments S.A.R.L - Exchange Offer & Consent Solicitation - Update

ANNOUNCEMENT OF SUPPLEMENT TO EXCHANGE OFFER MEMORANDUM

16 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via Euronext


"Further to its announcements dated 31 July 2023 and 14 August 2023, Vivion Investments S.à r.l. (the “Issuer”) hereby announces that it has today, 16 August 2023, published a supplement (the “Supplement”) to the exchange offer and consent solicitation memorandum dated 31 July 2023 (the “Memorandum”). The Exchange Offer is made on the terms and subject to the conditions set out in the Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Memorandum.


As described in more detail in the Supplement, the Issuer has published the Supplement in order to effect certain changes to the New Secured Notes Conditions, which shall, for the avoidance of doubt, apply to each Series of New Secured Notes and are intended to enhance the package being offered to Noteholders participating in the Exchange Offer. The changes to the New Secured Notes Conditions include:


(i) an increase to the PIK Interest Rate applicable to the first two semi-annual Interest Periods for each Series of New Secured Notes from 1.25% per annum to 1.40% per annum;


(ii) a reduction of the amount of the Restricted Payments basket under Condition 9.10(b)(v)(A) with respect to the calendar year ended 31 December 2024 from €50.0 million to €25.0 million;


(iii) the insertion of a “most favoured nation” provision, pursuant to which the terms of each Series of New Secured Notes shall, subject to certain conditions, be amended to reflect more favourable terms in the event that the Issuer enters into any amendment, replacement or extension (howsoever described) of the 2024 Notes (including by way of an exchange offer for all or any part of the 2024 Notes addressed to the 2024 Noteholders), as a result of which the holders of the 2024 Notes (as so amended, replaced or extended, the “Refinanced 2024 Notes”) benefit from (A) any covenants in the Refinanced 2024 Notes more restrictive than those in the New Secured Notes, (B) an all-in yield in effect for the Refinanced 2024 Notes that is higher than the equivalent all-in yield in effect for the New Secured Notes, (C) more restrictive optional redemption terms in the Refinanced 2024 Notes than the New Secured Notes and/or (D) any Security Interest or guarantee that does not also secure or guarantee the New Secured Notes; and


(iv) the insertion of a redemption fee payable upon any redemption of each Series of the New Secured Notes pursuant to Conditions 5.1 (Final Redemption) or 5.2 (Redemption at the Option of the Issuer) or upon the Notes becoming due and payable as provided in Condition 8 (Events of Default), in an amount equal to 1.00% of the initial principal amount (as at the original issue date) of the New Secured Notes being redeemed (for the avoidance of doubt, excluding any PIK Interest that has previously been capitalised), in each case, as more particularly described in the Supplement,

together with certain consequential changes to the New Secured Notes Conditions required to give effect to the amendments described above."


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ANNOUNCEMENT OF EXCHANGE OFFER AND CONSENT SOLICITATION

31 JULY 2023


Full announcement including disclaimers and offer restrictions available via Euronext


"Vivion Investments S.à r.l. (the “Issuer”) hereby announces:


(i) the invitation to the holders of its outstanding €700,000,000 3.00% Senior Notes due 2024 (ISIN: XS2031925840; Common Code: 203192584), (the “2024 Notes”), €640,000,000 3.50% Senior Notes due 2025 (ISIN: XS2070311431; Common Code: 207031143) (the “2025 Notes”) and €200,000,000 2.25% Convertible Bonds due 2025 (ISIN: XS2217646509; Common Code: 221764650) (the “Convertible Bonds” and, together with the 2024 Notes and the 2025 Notes, the “Existing Notes” and each a “Series of Existing Notes”) to offer to exchange:


a. any and all of the 2024 Notes and the Convertible Bonds (subject to the Minimum Exchange Amount) for 6.50% plus PIK Senior Secured Notes due 2028 (the “2028 New Secured Notes”) to be issued by the Issuer under its Euro Medium Term Note Programme (the “Programme”) plus the applicable Cash Consideration, the Accrued Interest Amount and (in the case of the Convertible Bonds) any applicable Cash Rounding Amount; and


b. any and all of the 2025 Notes (subject to the Minimum Exchange Amount) 6.50% plus PIK Senior Secured Notes due 2029 (the “2029 New Secured Notes” and, together with the 2028 New Secured Notes, the “New Secured Notes” and each a “Series of New Secured Notes”) to be issued by the Issuer under the Programme plus the applicable Cash Consideration and the Accrued Interest Amount (together, the “Exchange Offer”); and


(ii) the solicitation of consents from holders of the 2024 Notes and the 2025 Notes by the Issuer to approve a proposal to amend the terms and conditions of the 2024 Notes and the 2025 Notes that are not exchanged pursuant to the Exchange Offer,


all on the terms and subject to the satisfaction of the conditions set out in the exchange offer and consent solicitation memorandum dated 31 July 2023 (the “Memorandum”). Copies of the Memorandum are available, subject to eligibility requirements, from the Exchange and Tabulation Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Memorandum.


Before making a decision with respect to the Exchange Offer, Noteholders should carefully consider all of the information in the Memorandum and, in particular, the risk factors described in “Risk Factors and Other Considerations” therein and in the Preliminary Base Listing Particulars."



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(1) The aggregate principal amount of Existing Notes issued and outstanding as of the date of this announcement includes €66,900,000 in aggregate principal amount of 2024 Notes and €38,300,000 in aggregate principal amount of 2025 Notes held by the Issuer and/or its Affiliates. The aggregate principal amounts outstanding of the 2024 Notes and the 2025 Notes shown in this column exclude €66,900,000 in aggregate principal amount of 2024 Notes and €38,300,000 in aggregate principal amount of 2025 Notes held by the Issuer and/or its Affiliates. The Issuer and its Affiliates will not be deemed to be Eligible Holders for the purposes of the Exchange Offer. In addition, Existing Notes held by the Issuer and/or its Affiliates will not be deemed “outstanding” (as such term is defined in each Trust Deed) and will not be included for purposes of determining the quorum for the relevant Meeting or for determining satisfaction of the Minimum Participation Condition.

(2) Collectively, the applicable New Secured Notes Consideration and, in the case of the 2024 Notes and the 2025 Notes only, the applicable Early Cash Consideration for each €100,000 in principal amount of Existing Notes validly tendered for exchange by such Eligible Holder prior to the Early Exchange Deadline and accepted for exchange by the Issuer (exclusive of any Accrued Interest Amount, which will be paid in addition to the applicable Early Exchange Consideration to, but not including, the Settlement Date). 2024 Noteholders and 2025 Noteholders that tender their Existing Notes for exchange after the Early Exchange Deadline but prior to the Expiration Deadline will not be entitled to the applicable Early Exchange Consideration but will be entitled to the applicable Late Exchange Consideration. For the avoidance of doubt (and without prejudice to the payment of any applicable Accrued Interest Amount and any applicable Cash Rounding Amount), no additional cash consideration will be paid with respect to the Convertible Bonds.

(3) Aggregate principal amount of New Secured Notes per €100,000 principal amount of Existing Notes validly tendered for exchange in the Exchange Offer and accepted for exchange by the Issuer.

(4) Cash amount per €100,000 principal amount of Existing Notes validly tendered for exchange prior to the Early Exchange Deadline and accepted for exchange by the Issuer in the Exchange Offer.

(5) Cash amount per €100,000 principal amount of Existing Notes validly tendered for exchange after the Early Exchange Deadline but prior to the Expiration Deadline and accepted for exchange by the Issuer in the Exchange Offer.

(6) If the 2025 Notes Mandatory Exchange is implemented, all of the 2025 Noteholders that do not submit valid Exchange Instructions by the Expiration Deadline that are accepted by the Issuer will have their Unexchanged 2025 Notes redeemed on the Settlement Date in consideration for an aggregate principal amount of 2029 New Secured Notes equal to the aggregate principal amount of Unexchanged 2025 Notes held by them (plus the applicable Accrued Interest Amount paid in cash).

(7) The Convertible Bonds were originally issued in an aggregate principal amount of €200,000,000 and denominations of €100,000 each. In accordance with the terms of the Convertible Bond Deed, the aggregate principal amount of the Convertible Bonds accretes in accordance with the formula set out therein. Accordingly, the CB Exchange Consideration shall be a principal amount of 2028 New Secured Notes equal to the CB Accreted Principal Amount for each €100,000 in original principal amount of Convertible Bonds validly tendered for exchange by such Eligible Holder and accepted for exchange by the Issuer.

(8) No Cash Consideration will be paid with respect to any Existing Notes for which only a Voting Instruction is submitted.



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"Purpose of the Exchange Offer and Consent Solicitation


The purpose of the Exchange Offer is to exchange the Existing Notes for New Secured Notes with a redemption date in 2028 (the date falling five years after the Settlement Date) or 2029 (the date falling five years and six months after the Settlement Date) to extend the Issuer’s consolidated debt maturity profile.


In the case of the 2024 Notes, the purpose of the Consent Solicitation is to: (i) permit the granting of the Transaction Security with respect to the New Secured Notes; and (ii) amend the consolidated coverage ratio covenant and delete the unencumbered assets ratio and secured LTV covenants in the 2024 Notes Conditions, in each case, in order to align to the corresponding position in the 2028 New Secured Notes Conditions, as more particularly described in the Memorandum.


In the case of the 2025 Notes, the purpose of the Consent Solicitation is to amend the 2025 Notes Conditions so that the maturity date of the 2025 Notes that are not exchanged pursuant to the Exchange Offer will be the Settlement Date and the redemption of such unexchanged 2025 Notes will be effected by way of delivery, to the holders thereof, of 2029 New Secured Notes in a principal amount equal to the principal amount of unexchanged 2025 Notes held by them, plus the applicable Accrued Interest Amount paid in cash (the “2025 Notes Mandatory Exchange”)."



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