NOT FOR DISTRIBUTION OR RELEASE IN OR INTO ANY JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW

Tendam Brands reduces gross debt by 19.3% and extends maturity

• Early redemption of the full amount of €534.1 million in gross debt maturing in 2024 
• The company has put up €103.2 million from its cash reserves and secured a €130.9 million green loan with leading financial institutions as well as issuing new bonds totalling €300 million
• Following this transaction, Tendam Brands‘ gross debt stands at €430.9 million, down 19.3% compared to €534.1 million in August 2022

Tendam Brands announces today the early redemption of €534.1 million in debt, two years ahead of the maturity date for its 2017 bond issues.

Tendam Chairman and CEO, Jaume Miquel, said: “This transaction underscores Tendam’s ability to generate cash, as well as the significant backing the company has received from reputable financial institutions and institutional investors for its transformation plan and its progress in sustainability. The new improved debt structure puts us at a competitive advantage to further accelerate our growth plans and shield the company from the current economic downturn.”

The early repayment of Tendam Brand’s gross debt was delivered via a three-part strategy: the provision of €103.2 million from its own cash reserves, the signing of a green loan worth €130.9 million linked to sustainable goals and a new bond issue totalling €300 million.

The green loan, the first of its kind for Tendam, is linked to sustainability targets and builds on the company’s solid progress in this area. The terms of the green loan are tied to lowering greenhouse gas emissions and increasing the weight of sustainable products in the company’s collections. By the end of the 2021 financial year, Tendam had already delivered 30% more sustainable garments, bringing forward its target of aiming for 45% of its products to be more sustainable by the end of the 2022 financial year.

Tendam’s solid operating performance and financial solvency, which outperformed the company’s forecasts, were critical in securing the syndicated loan provided by leading national and international financial institutions.

With regard to the bond issuance, Tendam Brands is announcing today the successful pricing of floating rate senior secured notes maturing in 2028 for an aggregate principal amount of €300 million. The market reacted positively to the issuance, with demand more than doubling the nominal amount subscribed of €300 million.

Deutsche Bank, Société Générale, BNP Paribas, Crédit Agricole, ICO, CaixaBank, BBVA, Intesa Sanpaolo, and Banco de Sabadell were the banks that took part in this global refinancing process.

With maturities of more than five years and a weighted average variable interest rate of Euribor +6.1%, the success of this financing transaction ensures the company’s long-term financial stability. Upon completion, Tendam’s gross debt will stand at €430.9 million, compared to €534.1 million as of 31 August 2022.

This transaction represents a further milestone in the Group’s roadmap to pare down its gross debt, following the €65.9 million in bond buybacks the company completed in 2018 and the early repayment of the entire €132.5 million ICO loan by the Group in February 2022.

With the help of commercial banks and qualified investors, the company has been able to continue reducing its debt and secure favourable financing terms thanks to its outstanding performance and cash flow generation capabilities. Tendam Brands’ leverage ratio decreased in August 2022 to 2.2x EBITDA from 4.5x EBITDA in August 2021.

The company’s exceptional success is reflected in current business developments delivered under the Tendam 5.0 Strategic Plan and its ongoing recovery from the pandemic. Total revenue for the six months ended 31 August 2022 stood at approximately €577.4 million, up from €515 million for the six months ended 31 August 2021, a 12.1% increase.

Cautionary Statement

The Notes will be offered in a private placement to qualified institutional buyers pursuant to Rule 144A and non-U.S. persons pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), subject to market and other conditions.  No assurance can be given that the offering of the Notes will be completed or, if completed, as to the terms on which it is completed. The Notes to be offered have not been registered under the Securities Act or securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Statements in this release which are not historical facts are forward-looking statements.  All forward-looking statements involve risks and uncertainties which could affect the Group’s actual results and could cause their actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Group.  Any forward-looking statements and information contained in this release are made as of the date hereof and the Group undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

In member states of the European Economic Area, this release (and any offer of the securities referred to herein if made subsequently) is only addressed to and directed at persons who are  “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) or, if resident in the United Kingdom, at persons who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as applicable.

This release is directed only at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (iii) fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, or (iv) to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons.  Any person who is not a relevant person should not act or rely on this document or any of its contents.

In connection with the issuance of the Notes, the stabilizing manager (or any person acting on behalf of the stabilizing manager) may over-allot the Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail for a limited period after the issue date. However, there is no obligation or assurance that the stabilizing manager (or any person acting on behalf of the stabilizing manager) will undertake stabilization action.  Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if commenced, may be discontinued at any time and must be brought to an end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of allotment of the Notes.  Any stabilization action or over-allotment must be conducted by the stabilizing manager (or person acting on behalf of the stabilizing manager) in accordance with all applicable laws and rules.

The initial purchasers are acting on behalf of the Issuer and no one else in connection with any offering of the Notes and will not be responsible to any other person for providing the protections afforded to clients of the respective initial purchasers nor for providing advice in relation to any offering of the Notes.