Selecta announces launch of consent solicitation

THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

Announcement of Consent Solicitation relating to:

Title of Security: Euro-denominated First Lien Notes due 2026
Issuer: Selecta Group B.V.
Aggregate Principal Amount Outstanding: €739,517,868
Common Codes / ISINs:
• Regulation S: Common Code 224985894; ISIN XS2249858940
• Rule 144A: Common Code 224985924; ISIN XS2249859245

Title of Security: CHF-denominated First Lien Notes due 2026
Issuer: Selecta Group B.V.
Aggregate Principal Amount Outstanding: CHF 19,466,096
Common Codes / ISINs:
• Regulation S: Common Code 224985967; ISIN XS2249859674
• Rule 144A: Common Code 224985975; ISIN XS2249859757

Title of Security: Euro-denominated Second Lien Notes due 2026
Issuer: Selecta Group B.V.
Aggregate Principal Amount Outstanding: €348,834,188
Common Codes / ISINs:
• Regulation S: Common Code 224985932; ISIN XS2249859328
• Rule 144A: Common Code 224985959; ISIN XS2249859591

Title of Security: CHF-denominated Second Lien Notes due 2026
Issuer: Selecta Group B.V.
Aggregate Principal Amount Outstanding: CHF 9,182,229
Common Codes / ISINs:
• Regulation S: Common Code 224986009; ISIN XS2249860094
• Rule 144A: Common Code 224986017; ISIN XS2249860177

Selecta Group B.V. is a private limited company incorporated under the laws of the Netherlands registered with the trade register (handelsregister) of the Dutch chamber of commerce (Kamer van Koophandel) under number 34256233


CHAM, SWITZERLAND, April 22, 2025

Selecta announces launch of consent solicitation to make certain amendments to the Indentures governing its Notes

Selecta Group B.V. (the “Issuer”, and together with its subsidiaries, “Selecta” or the “Selecta Group”) today announces it has launched a consent solicitation (the “Consent Solicitation”) with holders (the “Noteholders”) of its: (i) Euro- and CHF-denominated first lien notes due 2026 (together, the “1L Notes”), to amend certain terms of the indenture entered into by and between, among others, the Issuer, as issuer, and Kroll Trustee Services Limited, as trustee (in such capacity, the “Trustee”) and as security agent (in such capacity, the “Security Agent”), dated as of October 29, 2020 governing the 1L Notes (as amended or supplemented from time to time, the “1L Indenture”); and (ii) Euro- and CHF-denominated second lien notes due 2026 (together, the “2L Notes”, and together with the 1L Notes, the “Notes”), to amend certain terms of the indenture entered into by and between, among others, the Issuer, as issuer, the Trustee and the Security Agent, dated as of October 29, 2020 governing the 2L Notes (as amended or supplemented from time to time, the “2L Indenture”, and together with the 1L Indenture, the “Indentures”).

Selecta and its advisers continue to hold constructive discussions with the Selecta Group’s financial stakeholders to evaluate refinancing options, including a potential recapitalization, with the goal of ensuring the Selecta Group is best positioned for profitable long-term growth. In connection with these discussions, Selecta has reviewed its financing arrangements and is proposing to make certain amendments to each Indenture pursuant to the Consent Solicitation.

The full details of the Consent Solicitation are provided in the consent solicitation statement dated as of the date hereof (the “Consent Solicitation Statement”) issued by the Issuer.

Terms used but not otherwise defined in this press release shall have the meaning assigned to them in the Consent Solicitation Statement. This announcement is a summary of the Consent Solicitation Statement only. It highlights selected information contained in the Consent Solicitation Statement and does not contain all of the information that you should consider before making a determination with respect to the Consent Solicitation.

The key terms of the Consent Solicitation are as follows:

Eligibility to Participate. The Consent Solicitation is directed only to those Noteholders who are either (1) “qualified institutional buyers” (as that term is defined in the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)) or (2) a person located outside the United States (each such Noteholder, an “Eligible Holder”). Kroll Issuer Services Limited (the “Information and Tabulation Agent”) will require that Noteholders certify that they are Eligible Holders in order for them to access the Consent Solicitation Statement and participate in the Consent Solicitation. Only Noteholders who have certified that they are Eligible Holders are authorized to receive and review this Consent Solicitation Statement and to participate in the Consent Solicitation.

Implementation. The Proposed Amendments (as defined below) shall be implemented following the receipt of consents from Eligible Holders holding or beneficially owning at least a majority in aggregate principal amount of the 1L Notes and a majority in aggregate principal amount of the 2L Notes then outstanding (the “Required Consents”). If the Required Consents in respect of the 1L Notes and the 2L Notes are obtained, each of the Issuer and the Trustee will, at a convenient time as soon as practicable after the time at which the Issuer certifies to the Trustee that the Required Consents have been received (the “Effective Time”), enter into a supplemental indenture to the 1L Indenture and a supplemental indenture to the 2L Indenture to implement the Proposed Amendments. The Effective Time may fall prior to the Expiration Time (as defined below), and, if so, Noteholders may not be given prior notice of such Effective Time. The Proposed Amendments in respect of the 1L Notes and the 2L Notes are interconditional, such that one Indenture cannot be amended to implement the Proposed Amendments without also amending the other Indenture accordingly, subject to the Required Consents.

Proposed Amendments. The Issuer proposes to amend the Indentures to increase the numerical permission in the “credit facilities basket” in each Indenture from €175.0 million to €200.0 million and remove the total yield per annum limitation from such basket in each Indenture. Certain other conforming amendments may be made to provisions of each Indenture and the Notes if and to the extent necessary (collectively, the “Proposed Amendments”).

Expiration Time. The Consent Solicitation will terminate at 4:00 p.m. London time on May 2, 2025 (the “Expiration Time”), unless otherwise re-opened, amended or earlier terminated as provided in the Consent Solicitation Statement.

The Issuer may re-open the Consent Solicitation following the Expiration Time at its sole discretion.

Additional Information
The Consent Solicitation Statement will also be made available to all Eligible Holders through the Information and Tabulation Agent:
Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London SE1 9SG
Telephone: +44 20 7704 0880
Attention: Alessandro Zorza
Email: selecta@is.kroll.com

If you have any questions about the Consent Solicitation, you should contact Kroll Issuer Services Limited.
Selecta is advised on the transaction by Kirkland & Ellis International LLP as long-standing company counsel.

About Selecta Group
Headquartered in Switzerland since 1957, Selecta Group is a Foodtech company with a leading route based, self-service distribution network in Europe, offering innovative convenience food services and world-class quality coffee brands in the workplace and public spaces. We continuously push on new innovations and solutions, we serve premium coffee and beverages, snacks, and fresh meals to more than 10 million people in 16 countries across Europe every day. With an annual turnover of €1.3 billion, we owe our success to our ca. 6,000 highly skilled, dedicated, and passionate Selecta associates who are committed to creating millions of moments of joy for our clients and their consumers every day. Sustainability is an integral part of the way we do business, focused on the key areas in which we can make a positive difference. For more information, please visit www.selecta.com.

Important notice
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security in any jurisdiction and shall, in any circumstance, not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. The Notes have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States or in any other jurisdiction.

Consent Solicitation is directed only to those Noteholders who are Eligible Holders.

This announcement may constitute a public disclosure of inside information by Selecta under Regulation (EU) 596/2014 (16 April 2014).