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Ad-Hoc Announcement (ISIN AT0000A0V7Q0 and ISIN AT0000A107A5)

Effects of refinancing on two bonds (ISIN AT0000A0V7Q0 and ISIN AT0000A107A5) issued by Constantia Flexibles Group GmbH


Constantia Flexibles Group GmbH, Rivergate, Handelskai 92, 1200 Vienna, Austria (the “Issuer”) informs that in connection with its acquisition by an acquisition company ultimately controlled by Wendel, a new financing structure shall, subject to completion of such acquisition, be implemented. This would, among other things, include the repayment of most of the Issuer’s currently outstanding bank loans as well as the granting of security over most of its assets. Assuming the implementation of such new financing structure, any remaining creditors of the Issuer, including in particular the holders of the Fixed Rate Bonds 2012-2017, ISIN AT0000A0V7Q0 (the “Senior Bonds”), would become structurally subordinated to the creditors of the acquisition company in the case of the Issuer's insolvency.

The holders of the Senior Bonds are entitled to exercise their put right, i.e. their right to have the Senior Bonds redeemed exercisable against the Issuer (the “Put Right”), in case of a Change of Control (as defined in the terms and conditions of the Senior Bonds) of the Issuer occurs. Due to the above described acquisition, the Issuer expects such Change of Control to occur around end of March or in April 2015 depending on the merger clearance of the relevant authorities, following which the Issuer will, in accordance with the terms and conditions, notify the holders of the Senior Bonds of such occurrence and how they can exercise their Put Right.

Due to the Change of Control, the Issuer intends to exercise its call right in regards to the Fixed and Floating Rate Deeply Subordinated 2013 Hybrid Bonds, ISIN AT0000A107A5 (the “Hybrid Bonds”) and redeem the Hybrid Bonds as early as possible after the occurrence of a Change of Control Event (as defined in the terms and conditions of the Hybrid Bonds). Immediately upon the occurrence of such event, the Issuer will arrange for the publication of the necessary notifications regarding the exercise of its call right in accordance with the terms and conditions of the Hybrid Bonds.

Constantia Flexibles Group GmbH
Vienna, March 6, 2015

Contact and Questions:
Constantia Flexibles Group GmbH
Daniel Smith
Head of Communications
Rivergate, Handelskai 92
A-1200 Wien, Österreich
Mobile: +49 172 441 8030
E-Mail: daniel.smith(at)