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

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

Aroundtown launches an exchange offer with 20% tender option to the holders of its GBP and USD denominated perpetual notes

Luxembourg, 22 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 the GBP 400,000,000 undated subordinated notes (ISIN: XS2017788592) and the USD 700,000,000 undated subordinated notes (ISIN: XS1634523754) ("Existing Perpetual 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 and a cash amount for participating in the exchange, or (ii) new perpetual notes, a cash amount for participating in the exchange and a 20% redemption of their exchanged notes for cash.

Holders of the Existing Perpetual Notes with ISIN code XS2017788592 and a current coupon of 4.750% (to reset in June 2024 at the margin (4.377%) plus applicable 5 -year GBP Mid-swap) are invited to exchange their instruments into newly issued undated subordinated notes denominated in GBP with a coupon of 8.625% and a term of 5.25 years until the first reset date (“New GBP Notes”). The issuance of the New GBP Notes is subject to achieving a new issue size of at least £ 150,000,000.

Holders of the Existing Perpetual Notes with the ISIN code XS1634523754 and a current coupon of 7.747% are invited to exchange their instruments into newly issued undated subordinated notes denominated in USD with a coupon of 7.875% and a term of 5.5 years until the first reset date (“New USD Notes”). The issuance of the New USD Notes is subject to achieving a new issue size of at least $ 150,000,000.

Both new notes are expected to be rated BBB- by S&P Global Ratings Europe Limited. Aroundtown aims to recover or maintain the equity content under S&P rating methodology.

The offer period will start on 22 April 2024 and end at 5:00 p.m. CEST on 30 April 2024, unless extended, withdrawn, amended or terminated by the Company.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 Euro MTF Market operated by the Luxembourg Stock Exchange.

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