EQS-Adhoc: Global Fashion Group S.A.: GLOBAL FASHION GROUP AGREES TO REPURCHASE A PORTION OF ITS OUTSTANDING CONVERTIBLE BONDS DUE 2028 (ISIN: DE000A3KMT51)

NOT FOR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

Disclosure of an inside information according to Art. 17 Sec. 1 of the Regulation (EU) No. 596/2014 (Market Abuse Regulation – MAR)

GLOBAL FASHION GROUP S.A.: GLOBAL FASHION GROUP AGREES TO REPURCHASE A PORTION OF ITS OUTSTANDING CONVERTIBLE BONDS DUE 2028 (ISIN: DE000A3KMT51)

Luxembourg, 18 August 2023 – Global Fashion Group S.A. (the “Issuer” or “GFG”) announces that it has agreed today to repurchase EUR 74.6 million in aggregate principal amount of its outstanding convertible bonds due 2028 (ISIN: DE000A3KMT51) (the “Bonds”) from certain institutional investors. The outstanding principal amount of the Bonds not held by the Issuer is EUR 279.9 million as of today. The repurchased Bonds represent approximately 27% of the outstanding principal amount. 

The purchase price per EUR 100,000 nominal amount will be EUR 73,000. In addition, the Company will pay interest accrued on the Bonds from and including the immediately preceding interest payment date to but excluding the settlement date of the repurchase, which amounts to EUR 553.67 per Bond. The repurchased Bonds may be cancelled by the Company or held and resold.

Following the settlement of the repurchase which is expected to occur on or around 25 August 2023, an aggregate principal amount of the Bonds of EUR 205.3 million will be outstanding and not held by the Issuer. GFG continues to look at opportunities to reduce its outstanding Bonds.

Person making the notification: Claire Higgins, Group Senior Legal Counsel.

For inquiries, please contact:

DISCLAIMER

This announcement contains forward-looking statements. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in this announcement, and neither the Company nor any other person accepts any responsibility for the accuracy of the forward-looking statements contained in this announcement or the underlying assumptions.

This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions) or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities to any person in the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state within the United States and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities referred to herein in the United States.

About Global Fashion Group

Global Fashion Group is the leading fashion and lifestyle destination in LATAM, SEA and ANZ. From our people to our customers and partners, we exist to empower everyone to express their true selves through fashion. Our three ecommerce platforms: Dafiti, ZALORA and THE ICONIC connect an assortment of international, local and own brands to over 800 million consumers from diverse cultures and lifestyles. GFG’s platforms provide seamless and inspiring customer experiences from discovery to delivery, powered by art & science that is infused with unparalleled local knowledge. Our vision is to be the #1 fashion & lifestyle destination in LATAM, SEA and ANZ, and we are committed to doing this responsibly by being people and planet positive across everything we do.

(ISIN: LU2010095458)

For more information visit: www.global-fashion-group.com

1707185  18-Aug-2023 CET/CEST