Monitchem Holdco 2 S.A.: Announces Launch of Offering of Floating Rate Notes due 2028 and Fixed Rate Notes Due 2028

Monitchem Holdco 3 S.A. Announces Launch of Offering of Floating Rate Notes due 2028 and Fixed

Rate Notes Due 2028

London, April 17, 2023 – Monitchem Holdco 3 S.A. (the “Issuer”) today announced that it has launched an offering of floating rate senior secured notes due 2028 (the “Floating Rate Notes”) and fixed rate senior secured notes due 2028 (the “Fixed Rate Notes” and, together with the Floating Rate Notes, the “Notes”), as part of the refinancing of the Issuer’s existing floating rate senior secured notes due 2025 and fixed rate senior secured notes due 2025 (collectively, the “Existing Senior Secured Notes”) and its parent company Monitchem Holdco 2 S.A.’s existing senior notes due 2026 (the “Existing Senior Notes” and, together with the Existing Senior Secured Notes, the “Existing Notes”).

The proceeds from the offering of the Notes (the “Offering”), together with cash on balance sheet, are expected to be used to (i) redeem the Existing Notes in full (including paying the accrued interest), (ii) pay the redemption premium for the Existing Notes and (iii) pay related fees and expenses. There can be no assurance that the Offering will be completed.

The Issuer has posted additional information about the CABB Group on CABB Group GmbH’s investor page.

For further information, please contact:

Martin Reichel

Telephone: +49 6196 9674 153

Email: martin.reichel@cabb-chemicals.com

* * *

Cautionary Statement

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall 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 prior to registration or qualification under the securities laws of any jurisdiction.

The Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in a member state of the EEA. For the purposes of this paragraph, a retail investor means a person who is one (or more) of: (a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65 (as amended, “MiFID II”); (b) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a “professional client” as defined in point (10) of Article 4(1) of MiFID II; or (c) not a “qualified investor” as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”).  Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For the purposes of this paragraph, a “retail investor” means a person who is one (or more) of the following: (a) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (b) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (c) not a qualified investor as defined in the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (the “U.K. Prospectus Regulation”), and the expression an offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “U.K. PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the U.K. PRIIPs Regulation.

Forward-Looking Statements

This announcement may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Monitchem Holdco 2 S.A., Monitchem Holdco 3 S.A. and CABB Group GmbH about future events and financial performance. The use of any of the words “expect,” “anticipate,” “continue,” “will,” “project,” “should,” “believe,” “plans,” “intends” and similar expressions are intended to identify forward-looking information or statements. Although Monitchem Holdco 2 S.A., Monitchem Holdco 3 S.A. and CABB Group GmbH believe that the expectations and assumptions on which such forward-looking statements and information are reasonable, undue reliance should not be placed on the forward-looking statements and information because Monitchem Holdco 2 S.A., Monitchem Holdco 3 S.A. and CABB Group GmbH can give no assurance that such statements and information will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties.

The forward-looking statements and information contained in this announcement are made as of the date hereof and Monitchem Holdco 2 S.A., Monitchem Holdco 3 S.A. and CABB Group GmbH undertake 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.

The information contained in this announcement constitutes inside information for purposes of Art. 17 of Regulation (EU) No 596/2014 on market abuse.

Kontakt:
Markus.Schuerholz@cabb-chemicals.com; martin.reichel@cabb-chemicals.com