EQS-News: LR HEALTH & BEAUTY SE INITIATES A WRITTEN PROCEDURE UNDER ITS OUTSTANDING BOND LOAN IN RESPECT OF A COMPREHENSIVE RESTRUCTURING, PUBLISHES A PROSPECTUS FOR SUBSCRIPTION OF BONDS AND INVITES...

LR HEALTH & BEAUTY SE INITIATES A WRITTEN PROCEDURE UNDER ITS OUTSTANDING BOND LOAN IN RESPECT OF A COMPREHENSIVE RESTRUCTURING, PUBLISHES A PROSPECTUS FOR SUBSCRIPTION OF BONDS AND INVITES BONDHOLDERS TO SUBSCRIBE FOR SHARES IN ITS NEW PARENT COMPANY

Ahlen, 19 May 2026 – LR Health & Beauty SE (the “Company”) has today decided to initiate a written procedure (the “Written Procedure”) among the holders of the Company’s 2024/2028 bonds (ISIN: NO0013149658) (the “Bondholders” and the “Bonds”) in accordance with the terms and conditions of the Bonds (the “Terms and Conditions”) in order to implement the reorganization of the Company’s capital structure that has been agreed with Bondholders representing more than two thirds (2/3) of the nominal amount of the Bonds as well as the Company’s shareholder, as communicated by the Company on 11 February 2026 (the “Restructuring”). Bondholders representing more than two thirds (2/3) of the nominal amount of the Bonds have undertaken to vote in favour of the proposals in the Written Procedure.

Jörg Körfer, CEO of LR Health & Beauty SE, states: “The written procedure initiated today is part of the implementation of the agreed reorganization process to reorganize the Company’s capital structure. We very much welcome the continued commitment and support of all stakeholders to strengthen the capital basis of the Company. This commitment of all parties forms the basis of our strategic initiatives to restore and ensure the Company’s sustainable growth.”

In connection with the Written Procedure, and as a part of the Restructuring, holders of existing Bonds are offered (i) to subscribe for new Bonds pro rata in relation to their holdings of existing Bonds (the “New Bonds” and the “Bond Offering”) (see further under “The Bond Offering” below) and (ii) to subscribe for new shares in a newly incorporated holding company which shall be the sole shareholder of the Company following the Restructuring (the “Parent” and the “Share Issue”) (see further under “The Share Issue” below).

The Written Procedure and the Restructuring

The Restructuring comprises, inter alia, the following principal steps (each of which is described further in the notice of the Written Procedure):

• the amendment of the Terms and Conditions to enable the Restructuring;
• the write-down of EUR 70,000,000 of the nominal amount of the Bonds, pro rata amongst the Bondholders, EUR 20,000,000 of which will be reinstated into reinstated elevated bonds to be issued to Bondholders who elect to subscribe for New Bonds (as further set out below);
• the write-down of EUR 27,500,000 of the nominal amount of the Bonds, pro rata amongst the Bondholders in order to enable the reinstatement of such written-down nominal amount into unsecured and limited-recourse junior bonds of EUR 27,500,000 to be issued by the Parent, pro rata amongst the Bondholders;
• a write-down of all accrued and unpaid interest (including default interest (including NO0013736744 and NO0013699330 and the default ISIN to be generated for the regular May 2026 interest payment)) under the Bonds;
• the issuance of additional EUR 10,000,000 New Bonds to Bondholders who elect to subscribe for such Bonds in the Bond Offering, to be paid for in cash (or payment-in-kind by delivering super senior bonds with ISIN NO0013739029 (the “Super Senior Bridge Bonds”), as applicable);
• the reinstatement and issuance of EUR 20,000,000 Bonds on a pro rata basis to Bondholders who participate in the issuance of the New Bonds;
• the transfer of (i) all outstanding shares of the Company and (ii) all shareholder loans extended to the Company by the Company’s current shareholders to the Parent and waivers in respect thereto from the Bondholders;
• the Share Issue (as further described below);
• the provision of new security over the shares in the Company and a call option in respect of the shares in LR Health & Beauty Systems GmbH;
• certain structural corporate reorganisation measures to simplify the Group structure; and
• waivers of change of control occurring due to the Share Issue and certain events of default under the Terms and Conditions.

In order to implement the Restructuring, including the steps set out above, the Company has today initiated the Written Procedure. The last day for voting in the Written Procedure is 5 June 2026 and the voting record date is 21 May 2026. The notice of the Written Procedure and further details are accessible on the Company’s website at https://ir.lrworld.com/en/bond/.

In order to ensure that the Restructuring can be implemented as contemplated by the Written Procedure and provided that the Written Procedure is approved by the Bondholders, trading of existing Bonds and default interest ISINs will be blocked in the CSD systems from the business day following the Bondholders’ approval of the Written Procedure.

The Bond Offering

• The New Bonds and the reinstated elevated bonds will form an integral part of the same bond issue and will be issued within the same framework and under the same Terms and Conditions as the existing Bonds (as amended pursuant to the Written Procedure) in an aggregate nominal amount of EUR 30,000,000.
• The subscription price for the New Bonds is EUR 10,000,000 to be paid in cash (or by delivering Super Senior Bridge Bonds as payment-in-kind for New Bonds).
• All holders of existing Bonds are offered to subscribe for New Bonds pro rata in relation to their respective holdings of existing Bonds as of 21 May 2026. New Bonds not subscribed for by Bondholders on a pro rata basis will be allotted to the Backstop Providers as further described below.
• Certain existing Bondholders (together, the “Backstop Providers”), have committed to backstop the Bond Offering in full. Each Backstop Provider will subscribe for the New Bonds that are not subscribed for by other Bondholders, in proportion to each Backstop Provider’s pro rata share of the total nominal amount of the existing Bonds held by all Backstop Providers as of 11 March 2026. The Bond Offering is thereby fully backstopped.
• The completion of the Bond Offering is conditional upon:
  • a sufficient number of holders of existing Bonds approving the Written Procedure and the conditions therein being satisfied;
  • the completion of the Share Issue; and
  • the transfer of all shares in the Company to the Parent.
• The subscription period for the New Bonds commences on 21 May 2026 and expires at 15.00 (CEST) on 29 May 2026. The issue date for the New Bonds is expected to be 17 June 2026.
• The Company aims to have the New Bonds admitted to trading on Nasdaq Stockholm (the “Admission to Trading”) no later than 60 calendar days (with the intention of 30 calendar days) from the issue date of the New Bonds, which is expected to be 17 June 2026.

The Company has prepared a prospectus regarding the Bond Offering which today has been approved by the Swedish Financial Supervisory Authority (the “Prospectus”). Further information on the Bond Offering and how to participate can be found in the notice of the Written Procedure and the Prospectus, both of which are available on the Company’s website at https://ir.lrworld.com/en/bond/.

The Share Issue

• The Share Issue entails a contribution of (i) EUR 10,576,470.59 comprising (a) a contribution in kind and assignment of the EUR 1,764,705.88 mandatory issuance fee under the terms and conditions of the Super Senior Bridge Bonds and (b) a contribution in cash in an amount of EUR 8,811,764.71 by Bondholders participating in the Share Issue, and (ii) EUR 1,188,235.29 by Project Artemis SCSp (an entity controlled by the Company’s current shareholder).
• A minimum investment requirement of EUR 100,000 applies to all participants in the Share Issue who are not Share Issue Backstop Providers (as defined below).
• In connection with the completion of the Share Issue, the shareholders of the Parent, including any Bondholders subscribing for shares in the Share Issue, will be required to enter into an investment and shareholders’ agreement in the form appended to the notice of the Written Procedure (the “Investment and Shareholders’ Agreement“) governing the rights and obligations of all shareholders of the Parent.
• Certain existing Bondholders (together, the “Share Issue Backstop Providers”), have committed to backstop the Share Issue in full. Each Share Issue Backstop Provider will subscribe for shares not validly subscribed for by other Bondholders. Thereby, EUR 8,811,764.71 of the cash subscription price in the Share Issue is fully backstopped.
• The subscription period for the Share Issue commences on 21 May 2026 and expires at 15:00 (CEST) on 29 May 2026. The Share Issue is expected to be executed on 10 June 2026.
• Following the Share Issue and completion of the Restructuring, the providers of the Super Senior Bridge Bonds will hold 15% of the shares in the Parent, Bondholders participating in the Share Issue will hold 74.9% of the shares in the Parent, and Project Artemis SCSp will hold 10.1% of the shares in the Parent.

Further information on the Share Issue and how to participate can be found in the notice of the Written Procedure which is available on the Company’s website at https://ir.lrworld.com/en/bond/. Applications to subscribe for shares shall be submitted to the Company in accordance with the instructions included in the notice of the Written Procedure.

 

LR Group

Under the motto “More quality for your life”, the LR Group – headquartered in the town of Ahlen/Westphalia – successfully produces and distributes various high-quality nutritional supplements and cosmetic products in 32 countries. As an attractive Social Commerce Company, LR supports the personal exchange in its community with efficient, digital solutions. The holistic tool “LR neo” offers the international partnership all business-relevant key figures and information for their LR business in one dashboard.

Since 1985, LR has been firmly established in the market as a “people business” with a focus on people and personal consultation. In times of changing working environments, the business model is particularly appealing to those who are looking for more flexibility, a better work-life balance and greater financial independence.

The processing of aloe vera has been one of LR’s core competencies for over 20 years. Only the leaf’s valuable inside is used for the products. In Ahlen, the company has built one of the most modern aloe vera production facilities for aloe vera drinking gels in Europe.

In the fall of 2009, LR founded the LR Global Kids Fund e.V., which supports disadvantaged children and their families in many countries around the world efficiently and without the usual red tape in cooperation with local institutions. For further information on our commitment to sustainability, please read our Sustainability Report.

 

PR Contact:

LR Health & Beauty SE
Almut Kellermeyer
Head of Corporate Communication
Kruppstraße 55
59227 Ahlen
Telefon: +49(0)2382 7658-106
Fax: +49(0)611 - 205855-66
E-mail:a.kellermeyer@LRworld.com
https://ir.lrworld.com/

IR Contact:

cometis AG
Thorben Burbach
Friedrichstrasse 22
65185 Wiesbaden
Phone: +49(0)611 - 205855-23
Fax: +49(0)611 - 205855-66
E-mail: burbach@cometis.de