Selecta Group B.V. Announces Tender Offer for its €350 million 6.5% Senior Secured Notes due 2020 and its CHF 245 million 6.5% Senior Secured Notes due 2020

Cham, 15. January 2018

Selecta Group B.V. (the “Offeror”) announces today that it is offering to purchase for cash (the “Tender Offer”) any and all of its outstanding €350 million 6.5% Senior Secured Notes due 2020 (the “Euro Notes”) and its CHF 245 million 6.5% Senior Secured Notes due 2020 (the “CHF Notes” and together with the Euro Notes, the “Notes”) from holders of the Notes (the “Noteholders”), as further described in the tender offer memorandum dated as of January 15, 2018 (the “Tender Offer Memorandum”).

The Tender Offer begins on January 15, 2018, and will expire at 4:00 p.m., London time, on January 24, 2018, unless extended or earlier terminated by the Offeror (such time and date, as the same may be extended, the “Expiration Date”). Noteholders must validly tender their Notes, and not validly withdraw their Notes, at or prior to the Expiration Date in order to receive the Purchase Price (as set forth below) on the Payment Date (as defined below).

Subject to a minimum tender of €100,000 in principal amount of the Euro Notes per Noteholder, the amount in cash to be paid to each Noteholder for the Euro Notes accepted for purchase will be an amount (rounded to the nearest €0.01 with €0.005 rounded upwards) equal to the sum of: (i) the aggregate amount of the Euro Notes of such Noteholder accepted for purchase pursuant to the Tender Offer at the Purchase Price (the “Euro Purchase Price”) of €1,017.24 per €l,000 aggregate principal amount of the Euro Notes accepted; and (ii) applicable amounts for accrued and unpaid interest up to but not including the Payment Date (as defined herein) on the Euro Notes which are accepted for purchase in the Tender Offer.

Subject to a minimum tender of CHF 100,000 in principal amount of the CHF Notes per Noteholder, the amount in cash to be paid to each Noteholder for the CHF Notes accepted for purchase will be an amount (rounded to the nearest CHF 0.01 with CHF 0.005 rounded upwards) equal to the sum of: (i) the aggregate amount of the CHF Notes of such Noteholder accepted for purchase pursuant to the Tender Offer at the Purchase Price (the “CHF Purchase Price”, and together with the Euro Purchase Price, the “Purchase Price”) of CHF 1,017.24 per CHF 1,000 aggregate principal amount of the CHF Notes accepted; and (ii) applicable amounts for accrued and unpaid interest up to but not including the Payment Date on the CHF Notes which are accepted for purchase in the Tender Offer.

The “Payment Date” in respect of any Notes that are validly tendered (and not validly withdrawn) at or prior to the Expiration Date and that are accepted for purchase, is expected to be no later than February 2, 2018, unless otherwise extended, amended or terminated.

The Offeror reserves the right, in its sole and absolute discretion (i) not to accept any tenders of the Notes, (ii) not to purchase any Notes or (iii) to modify in any manner any of the terms and conditions of the Tender Offer (including, but not limited to, modifying the Purchase Price).

The Tender Offer is subject to the terms and conditions set forth in the Tender Offer Memorandum, including a financing condition and certain other customary conditions. The Offeror reserves the right, in its sole discretion, to waive any and all conditions.

Description of the Notes:

• 6.5% Senior Secured Notes due 2020
• 6.5% Senior Secured Notes due 2020

Outstanding Principal Amount (1):

• €350.000.000
• CHF 245.000.000

ISIN/Common Code:

• XS1078234330/107823433
• XS1078234926/107823492

Maturity Date:

• June 15, 2020

Purchase Price per €1,000 or CHF 1,000:

• €1,017.24
• CHF 1,017.24

(1) The Outstanding Principal Amount comprises Notes which were originally sold pursuant to Regulation S under the Securities Act (in respect of the Euro Notes, ISIN: XS1078234330; and in respect of the CHF Notes, ISIN: XS1078234926) as well as notes originally sold pursuant to Rule 144A under the Securities Act (in respect of the Euro Notes, ISIN: XS1078234686; and in respect of the CHF Notes, ISIN: XS1078235147). For the avoidance of doubt, the Tender Offer being made pursuant to the Tender Offer Memorandum is only being made in respect of those notes held by persons who are not a U.S. person (as such term is defined by Regulation S under the Securities Act) and who are outside the United States.

Below is an indicative timetable providing information with respect to the expected dates and times for the Tender Offer. The timetable is subject to change, and dates and times may be extended, amended or terminated by the Offeror as described in the Tender Offer Memorandum.

Commencement Date:

• January 15, 2018

Expiration Date:

• January 24, 2018, at 4:00 p.m., London Time

Announcement of Acceptance and Results:

• As soon as practicable on or after the Expiration Date.

Payment Date:

• Expected to be no later than February 2, 2018, or as soon as practicable thereafter; provided that the conditions to which the Tender Offer is subject have either been satisfied or, where applicable, waived.

The Offeror is commencing the Tender Offer as part of a refinancing transaction pursuant to which (i) the Offeror expects to enter into a new revolving credit facility, on or around January 15, 2018, terms and conditions reasonably satisfactory to the Offeror and the other borrowers and guarantors which are parties thereto and (ii) the Offeror expects to issue new notes (the “New Notes”), on or around February 2, 2018, on terms and conditions reasonably satisfactory to the Offeror. The proceeds of the New Notes will be used, among other things, to complete the purchase of Notes pursuant to the Tender Offer and the redemption of Notes not tendered in the Tender Offer pursuant to the Redemption (as defined below).

The Offeror intends to redeem, in accordance with the terms of the indenture governing the Notes dated June 20, 2014 (the “Indenture”), among, inter alios, the Offeror, the guarantors named therein and Deutsche Trustee Company Limited, as trustee (the “Trustee”), Notes that are not validly tendered and accepted for payment in the Tender Offer pursuant to a redemption notice to be issued on or about January 15, 2018 (the “Redemption”). The Redemption is expected to take place on or about February 13, 2018 at the redemption price set out in the Indenture with respect to the period commencing June 15, 2017. The Offeror intends to deposit into an account designated by the Trustee amounts required to fund the Redemption, in accordance with the covenant defeasance, satisfaction and discharge provisions of the Indenture, on the Payment Date. The Redemption is conditional upon the completion of one or more financing transactions by the Offeror and its affiliates which may be waived in their sole discretion.

The Offeror will only accept tenders with respect to the Notes held in the Regulation S global note bearing ISIN number XS1078234330 in respect of the Euro Notes (the “Euro Regulation S Notes”) and XS1078234926 in respect of the CHF Notes (together with the Euro Regulation S Notes, the “Regulation S Notes”). The Offeror will not accept tenders with respect to the Notes held in the Rule 144A global note bearing ISIN number XS1078234686 (the “Euro Rule 144A Notes”) or ISIN number XS1078235147 (together with the Euro Rule 144A Notes, the “Rule 144A Notes”). In order to participate in the Tender Offer, eligible Noteholders of Rule 144A Notes who are not U.S. persons and are outside the United States and otherwise comply with the offer and distribution restrictions set forth in the Tender Offer Memorandum, must, prior to the Expiration Date, exchange such Rule 144A Notes for Regulation S Notes in accordance the procedures prescribed in the Indenture and tender the Regulation S Notes in the Tender Offer. Each Noteholder participating in the Tender Offer will represent that it is not a U.S. Person and it is not located and it is not resident in the United States and is not participating in the Tender Offer from the United States or it is acting on a non-discretionary basis for a principal who is not a U.S. Person and is located and resident outside the United States that is not giving an order to participate in the Tender Offer from the United States. For the purposes hereof, “United States” means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Goldman Sachs International is acting as “Dealer Manager” for the Tender Offer. In connection with the Tender Offer, Lucid Issuer Services Limited has been appointed as tender agent (the “Tender Agent”). Holders with questions about the Tender Offer should contact the Dealer Manager or the Tender Agent. Any extension, amendment or termination of the Tender Offer shall be published by the Offeror by press release or notice to the Tender Agent.

None of the Offeror, the Dealer Manager, the Tender Agent or any of their affiliates are making any recommendations to the Noteholders as to whether to tender or refrain from tendering their Notes in the Tender Offer. Noteholders must decide how many Notes they will tender, if any.

Noteholders who have Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact, and issue appropriate instructions to, such broker, dealer, commercial bank, trust company or other nominee if such Noteholder desires to tender those Notes. The deadlines set by the clearing systems for submission of tender instructions may be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Noteholders who have Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact, and issue appropriate instructions to, such broker, dealer, commercial bank, trust company or other nominee if such Noteholder desires to tender those Notes.

The deadlines set by the clearing systems for submission of tender instructions may be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

THE OFFEROR:

Selecta Group B.V.
Overschiestraat 61-5
1062 XD Amsterdam
The Netherlands

Requests for information in relation to the Tender Offer should be directed to:

THE DEALER MANAGER:

Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
United Kingdom

Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an Electronic Instruction should be directed to the Tender Agent:

THE TENDER AGENT:

Lucid Issuer Services Limited
Tankerton Works12 Argyle Walk
London WC1H 8HA
United Kingdom

None of the Offeror, the Trustee, the Dealer Manager or the Tender Agent makes any recommendation as to whether you should tender any or all of your Notes. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Tender Offer is being made solely by means of the Tender Offer Memorandum.

NOT FOR DISTRIBUTION FROM, WITHIN, IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.

The Tender Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telephone and the internet. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located or resident in the United States, or any agent, fiduciary or other Intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Tender Offer is made solely pursuant to the Tender Offer Memorandum dated January 15, 2018.

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the action it should take, it is recommended that such Holder seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes in the Tender Offer. None of the Offeror, the Dealer Manager or the Tender Agent makes any recommendation as to whether Holders should participate in the Tender Offer.

Any deadlines set by any intermediary will be earlier than the deadlines specified in the Tender Offer Memorandum.

The information contained in this announcement does not constitute an invitation or inducement to engage in investment activity within the meaning of the United Kingdom Financial Services and Markets Act 2000. In the United Kingdom, this announcement is being distributed only to, and is directed only at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (iii) persons who are within Article 43 of the Financial Promotion Order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This announcement and the Tender Offer Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. The Offeror assumes no obligation to update or correct the information contained in this announcement.