ESPG AG announces adjusted conditions of the reorganisation concept and decides to submit the correspondingly updated restructuring plan to the competent local court in accordance with StaRUG

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

ESPG AG announces adjusted conditions of the reorganisation concept and decides to submit the correspondingly updated restructuring plan to the competent local court in accordance with StaRUG

Cologne, 2 December 2024 – The Management Board of ESPG AG (‘ESPG AG’ or ‘Company’), with the approval of the Supervisory Board, has submitted an update of the restructuring plan adopted on 28 October 2024 and submitted to the Cologne Local Court – Restructuring Court – as part of the restructuring plan initiated on 10 September 2024 in accordance with the German Act on the Stabilisation and Restructuring Framework for Companies (StaRUG) (see in detail the company's ad hoc announcement of 28 October 2024).

The restructuring concept contained in the updated restructuring plan still provides for a reduction of the Company's share capital to zero euros. Immediately thereafter, the share capital is to be increased – as before – to EUR 50,000. ESPG Recap Partners SCSp, in the amount of EUR 42,500 (instead of previously EUR 45,000) (corresponding to 85% – instead of previously 90% – of the new share capital of ESPG AG) and ESPG BondCo S.à r.l. (‘BondCo’) in the amount of EUR 7,500 (corresponding to 15% – instead of previously 10% – of the new share capital of ESPG AG) are to be authorised to subscribe to the new shares.

The remaining term of the bond issued by ESPG AG (ISIN DE000A2NBY22 / WKN: A2NBY2 - ‘ESPG Bond’), which is to be taken over by BondCo as the new debtor by way of a debt assumption (see the company's ad hoc announcement dated 28 October 2024 for more details), is now to be extended to around 5 years, i.e. until 1 October 2029 – and not until 1 October 2036 as previously.

The updated restructuring plan that has now been presented is also based on a comparative calculation (Vergleichsrechnung) that compares the restructuring concept with an alternative insolvency scenario. The auditing firm Forvis Mazars was commissioned to prepare the comparative calculation. A rate of 1.3% was calculated for the group of bondholders affected by the restructuring plan in the event of the insolvency of ESPG AG. In contrast, in the event that the updated restructuring plan is accepted, a ratio of 15.25% (instead of 9.82% previously) is now calculated for the bondholders in relation to the nominal value of the outstanding bonds of the ESPG bond, which would therefore be even significantly higher than the break-up ratio.

The company will inform the capital market and the public about the progress of the restructuring measures and the further course of the process in accordance with legal requirements.