05/03/2025 7:24:37 AM

PrestigeBidCo GmbH

BESTSECRET successfully taps its existing senior secured notes

Provider: Mourant Securities Limited

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Press Release
Munich, 04/03/2025

BESTSECRET successfully taps its existing senior secured notes

BESTSECRET Group (bond issuer: PrestigeBidCo GmbH - ISIN: XS2848951856, XS2848952151), a leading European online destination for off-price fashion, today announced that it has agreed with investors to issue an additional EUR 50.0 million in a private placement tap offering of its outstanding EUR 550.0 million senior secured floating rate notes due 2029. The additional notes will have the same terms and conditions as the issuer’s EUR 550.0 million senior secured floating rate notes due 2029 which were issued in July 2024 and will constitute a single series with the original notes. The proceeds of the transaction will be used for general corporate purposes and to pay certain fees and expenses in relation to the transaction. The additional notes issuance is subject to standard closing conditions.

About BESTSECRET Group

BESTSECRET is the leading European online destination for premium and luxury off-price fashion. The Group offers its customers in 27 countries across Europe a standing assortment of highly desirable international fashion brands at exclusive prices in a premium shopping environment. At the same time, BESTSECRET enables its brand partners to clear overstock at scale with minimum visibility and maximum brand equity protection. The unique business model is based on its closed character with an invitation- only customer membership, longstanding brand partner and customer relationships, a tech-focused mindset, and its inherent contribution to more sustainability in the fashion industry. BESTSECRET has a strong track record of profitable growth over many years. It generated preliminary revenues of approximately EUR 1,415 million in 2024 and employs around 2,300 people from over 90 nations. The Group draws on a heritage of 100 years in the textile and fashion industry and today is owned by Permira Funds and the founding families Schustermann and Borenstein.

Cautionary Statement

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the additional 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.

The additional 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 the securities laws of any state or other jurisdiction of the United States, and will only be offered or sold in offshore transactions outside of the United States (as defined in Regulation S under the Securities Act).

There is no assurance that the additional notes will be issued or, if issued, as to the terms under which they will be issued.

Promotion of the additional notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the additional notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at persons who (i) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”).

The additional notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.

Manufacturer target market (MIFID II/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or the United Kingdom.

Forward-looking statements

This press release includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this press release, including, without limitation, those regarding the Group’s or any of its affiliates’ future financial position and results of operations, their strategy, plans, objectives, goals and targets, future developments in the markets in which they participate or are seeking to participate or anticipated regulatory changes in the markets in which they operate or intend to operate. In some cases, these forward-looking statements can be identified by terminology such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “potential,” “predict,” “projected,” “should,” or “will” or the negative of such terms or other comparable terminology.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that the Group’s or any of its affiliates’ actual results of operations, financial condition and liquidity, and the development of the industries in which they operate, may differ materially from those made in, or suggested by, the forward-looking statements contained in this press release. In addition, even if the Group’s or any of its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.