Consolis Group Announces Consent Solicitation

Consolis Group Announces Consent Solicitation Relating to its €300m 5.75 per cent senior secured notes due 2026, ISINs XS2338546208 (144A) / XS2338545655 (Reg S) (the “Notes”)

Compact Bidco B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Company”, and together with its subsidiaries, the “Group”) is pleased to announce, further to its announcement dated 11 June 2024 that its comprehensive recapitalization transaction announced on 4 May 2024 (the “Transaction”) has the support of holders of more than 94% of the principal amount of Notes outstanding, that it has today launched a solicitation for the formal consents (the “Consent Solicitation”) required in connection with the implementation of the Transaction.

The Consent Solicitation seeks consent from eligible holders of the Notes to approve an amendment to the Notes indenture to allow, at the option of the Company, the mandatory transfer of all of the Notes from the holders to Aurora Newco 1 Limited (“Newco 1”) (a newly incorporated company that will, following implementation of the Transaction, be the indirect shareholder of the Company) in exchange for the issuance of shares in Newco 1 (effectively fully equitizing the Notes) (the “Amendment”).

Adoption of the Amendment requires receipt of consents from Noteholders representing no less than 90% in principal amount of the Notes outstanding. The Consent Solicitation will expire at 4.00pm, Wednesday 6 November 2024, unless extended by the Company.

Further to the Company’s announcement dated 11 June 2024 that holders holding in excess of 94% of the principal amount of the Notes outstanding have acceded to the Restructuring Support Agreement (the “RSA”). The requisite majority of Noteholders are expected (in accordance with the terms of the RSA) to approve the Amendment ahead of the deadline.

Copies of the memorandum pursuant to which the Consent Solicitation is being effectuated may be obtained from GLAS, the agent in connection with the Consent Solicitation, who may be contacted via email at lm@glas.agency.

The Company expects that the Transaction announced on 4 May 2024 will be completed by the fourth quarter of this year and expects it to be implemented consensually.

The Company invites all holders of Notes who wish to access further information relating to the Transaction, accede to the RSA and/or participate in the provision of the Exit Financing to contact GLAS by email to lm@glas.agency.

The Group’s financial adviser is Lazard & Co., Ltd and its legal adviser is Kirkland & Ellis International LLP.

The AHG’s financial adviser is Perella Weinberg Partners, and their legal adviser is Akin Gump LLP.

All items capitalised but not defined within this press release are defined within the 4 May 2024 and/or 11 June 2024 announcements and retain the same meaning.

This press release is not an offering of securities. Consents are being solicited and shares in Newco 1 are only being offered pursuant to the memorandum pursuant to which the Consent Solicitation is being effectuated. The consent solicitation and the offering or issuance of shares in Newco 1 is being made in the United States in reliance upon an exemption from registration under the Securities Act for an offer and sale which does not involve a public offering.

The right to participate in the Consent Solicitation and receive Newco 1 shares is restricted to Noteholders who are either (i) IAIs or QIBs, or (ii) non-U.S. persons who are located outside the United States and receiving shares in Newco 1 in an “offshore transaction” as those terms are defined in Rule 902 of Regulation S under the Securities Act and, if such holders are located in the United Kingdom or the EEA, such holders are Qualified Investors (as that term is defined in the European Union (Withdrawal) Act 2018 and in Regulation (EU) 2017/1129, respectively) and that they are relevant persons. Only Noteholders who consult the memorandum pursuant to which the Consent Solicitation is being effectuated and follow the procedures and make the representations outlined therein will be permitted to participate in the Consent Solicitation and receive Newco 1 shares.

This press release includes forward-looking statements. These statements are based on our beliefs and assumptions and are subject to risks and uncertainties. Generally, statements that are not about historical facts, including statements concerning our possible or assumed future actions or results of operations are forward-looking statements. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of this date hereof.