MEDIA Central expects to exercise its voluntary early redemption right (Call Option) relating to its EUR 250,000,000 sustainability linked bonds (ISIN 0012940347)

14 Oct 2024 12:12 CEST

Mönchengladbach, Germany, 14 October 2024. On 19 August 2024, European D2S
Holding S.à r.l. (the “Shareholder”), sole shareholder of MEDIA Central Holding
GmbH (the “Company”), entered into a sale and purchase agreement with TL Reach
Bidco GmbH (the “Purchaser”) regarding the sale of all shares in the Company in
a combination with Flipp Operations Inc. (“Flipp”), a North American Drive to
Store Marketing specialist (the “Transaction”).

Under the share purchase agreement relating to the Transaction, the Shareholder
committed to procure that the Company will exercise its voluntary early
redemption right (the “Call Option”) in accordance with the terms and conditions
(the “T&Cs”) of the EUR 250,000,000 sustainability linked bonds issued by the
Company and listed on the Nordic ABM (ISIN 0012940347) (the “Bonds”), if the
Purchaser submits a corresponding notification (the “Nordic Bond Discharge
Notification”) that is accompanied by a debt commitment letter from financing
sources providing sufficient funding for the requested exercise of the Call
Option (the “Nordic Bond Debt Commitment Letter”) prior to a set deadline.

Today, the Company was informed by the Shareholder that the Purchaser timely
submitted the Nordic Bond Discharge Notification, together with such Nordic Bond
Debt Commitment Letter, to the Shareholder. The Company expects to exercise the
Call Option with regard to all of the Outstanding Bonds by written notice to the
Bond Trustee in Q4 2024 and at least ten Business Days prior to the proposed
Call Option Repayment Date (in each case as defined in the T&Cs).

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