EQS-Adhoc: VIB Vermögen AG: Agreements on the...

VIB Vermögen AG:

Agreements on the restructuring of financial liabilities of BRANICKS Group AG signed, incl. commitment for a € 60 mn financing for VIB Vermögen AG

Neuburg a. d. Donau, 30 July 2026

VIB Vermögen AG (ISIN: DE000A2YPDD0) ("VIB") announces that, together with its parent company BRANICKS Group AG (“Branicks”), today it has entered into lock-up agreements (the "Lock-Up Agreements") with (i) a group of noteholders (the "Ad Hoc Group") in respect of Branicks’ unsecured notes with a currently outstanding principal amount of EUR 400 million, due 22 September 2026 (the "Notes"), and (ii) a group of holders of promissory note loans (Schuldscheindarlehen) and registered notes (Namensschuldverschreibungen), each issued by Branicks, with a currently outstanding aggregate principal amount of EUR 179.5 million with maturities between 2026 and 2031 ("SSD/NSV", and together with the Notes, the "Branicks Financial Liabilities"). This aims in particular to enable the extension and restructuring of the Branicks Financial Liabilities on amended terms and to restructure the financial liabilities of VIB (the “VIB Financial Liabilities”), such restructuring as a whole the "Transaction".

The effectiveness of material provisions of the Lock-Up Agreements, including the obligation to support the Transaction, is subject to the occurrence of certain conditions that must be satisfied by no later than 31 July 2026

Key Terms of the Transaction

With respect to VIB the following key terms of the Transaction are to be highlighted:

New Money:

• Subject to certain conditions, members of the Ad Hoc Group and certain holders of SSD/NSV commit to provide and to backstop the offer of a short-term bridge financing of EUR 60 million at the level of VIB Vermögen AG (the "Bridge Financing") prior to completion of the restructuring (the "Closing"). Backstop providers will share a fixed backstop fee which will be capitalized and added to the claim, increasing outstanding principal amount on day one to EUR 61.9 million at the level of VIB. The Bridge Financing at the level of VIB will be used, in particular, for the repayment of EUR 58 million of VIB's promissory note loans (Schuldscheindarlehen) falling due in September 2026 and March 2027.

• In order, among other things, to redeem any such Bridge Financing, Bridge Financing at level of VIB will be rolled into long-term new money tranches at Closing at identical economic terms (together with the Bridge Financing the “New Money”).

• The long-term New Money will mature (if not previously repaid) on 30 September 2029 and bear interest at a rate of 10.0% per annum in cash. Early redemption of the long-term New Money in the first 12 months is subject to a make-whole.

Restructuring of the Branicks Financial Liabilities:

The comprehensive restructuring of the Branicks Financial Liabilities is carried out, in particular, by amending the currently applicable terms of the Notes and the SSD/NSV as will be announced separately in more detail by Branicks.

The restructuring will include, with respect to VIB a comprehensive security package is envisaged, including, among other things, the introduction of a double LuxCo structure and the pledge of shares therein, as well as share pledges over material subsidiaries of Branicks and their subsidiaries. This also includes corresponding guarantees from material subsidiaries.

Additional Fees:

In addition to the interest, the payment of further fees has been agreed for the VIB New Money as follows:

• 200bps one-time fee payment on any principal amount of the VIB New Money outstanding as at 31 December 2028 and not repaid by that date, payable on 31 December 2028; and

• 100bps exit fee to be paid on redemption or upon refinancing of VIB New Money.

Business Plan

A business plan has been agreed that reflects a significant reduction of LtV, e.g. via property transactions

 

Governance:

As part of the restructuring, material measures are planned to reorganise the corporate governance. For VIB this will include changes to the composition of the supervisory board of VIB.

Contact:

Michael Blankenhorn

T +49 8431 9077-949

F +49 8431 9077-1949

michael.blankenhorn@vib-ag.de