Nordic Bonds

27. Juni 2019
Hertha Berlin and Tennor form key strategic partnership. Investment from Tennor builds on continued success of Bundesliga club. Hertha Berliner Sport-Club GmbH & Co. KGaA ('Hertha BSC' or the ‘Club’) is pleased to announce it has formed a strategic partnership with Tennor Holding B.V. (‘Tennor’), a global investment holding company. The agreement includes an initial equity investment of EUR 125 million and provides Tennor with a minority stake of 37.5 per cent in the Club. In addition, Tennor will have the option to increase its stake up to 49.9 per cent at a higher valuation. Seven months after the buy-back of shares and options (a total of 36.3 per cent for EUR 71.2 million) from investor KKR, a global investment firm, the new partnership will facilitate, amongst other things, a substantial repayment of liabilities and in coming years, future-proof the Club.

There will be increased investment in the team and its players, an enhanced digital strategy and better marketing of the club around the world. The Club’s Board of Directors and its Presidential Board, as well as the Supervisory Board and Advisory Council of the KGaA (partnership limited by shares) have given their unanimous consent to the agreement. Dr. Torsten-Jörn Klein, Chairman of the Supervisory Board of Hertha BSC, said: "This is an exciting milestone in Hertha BSC’s history. We will use these new resources to develop the club and ensure it has an even more successful future. The Supervisory Board, in its function as committee of the proprietor Hertha BSC e.V., has given its unanimous consent". Werner Gegenbauer, President of Hertha BSC, said: "Today is a great day for Hertha BSC.

It places the club in a much stronger financial position and preserves its culture." Michael Preetz, Sporting Director of Hertha BSC, said: "We have ambitious plans to make the team even more successful both in Germany and in European competitions in what an increasingly competitive environment." Ingo Schiller, Commercial Manager of Hertha BSC, said: "I am proud and pleased that our continuous efforts at Hertha BSC have paid off so quickly following the buy-back of the KKR shares. This result is also thanks to the very trusting and professional discussions held with Tennor. I would like to express my particular thanks to all those involved at Hertha and also to our external advisors." Lars Windhorst, Founder of Tennor Holding B.V., said: "We are making a long-term commitment to build on Hertha BSC’s success, both on and off the pitch to harness the unique culture and ethos that sits at the heart of this fantastic club. The stable revenue base and impressive management team convinced us to enter into this strategic partnership. "We also hope to develop further the club’s digital strategy for the benefit of fans, wherever they are.  Hertha BSC is an essential part of the fabric of Berlin, one of the most dynamic and innovative communities in Europe. "For me personally it is also a great pleasure to be able to contribute towards the economic future of this magnificent Berlin club, one that I’m proud to support.  Hertha BSC is a great sporting institution, which now faces an even brighter future."

03. Januar 2019
Approval of Hertha BSC GmbH & Co. KGaA as new Issuer on Nasdaq First North

As of today Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA) has been approved as an issuer of Fixed Income instruments on Nasdaq First North Bond Market, Stockholm. The Company Description is hereby disclosed (see attachment).

05. November 2018
Hertha BSC platziert Anleihe vollständig am KapitalmarktDie Hertha BSC GmbH & Co. KGaA hat eine unbesicherte Anleihe mit einem Volumen von 40 Millionen Euro vollständig und deutlich vor Ablauf der Zeichnungsfrist im Rahmen einer Privatplatzierung emittiert.Frankfurt/Berlin – Die Hertha BSC GmbH & Co. KGaA hat eine unbesicherte Anleihe mit einem Volumen von 40 Millionen Euro vollständig und deutlich vor Ablauf der Zeichnungsfrist im Rahmen einer Privatplatzierung emittiert. Diese wurde ausschließlich an institutionelle Investoren in Deutschland und dem europäischen Ausland zu einem Zinssatz von 6,5 % begeben und hat eine Laufzeit von 5 Jahren.Dem voraus ging eine europäisch angelegte Roadshow, die es ermöglichte, eine breite Basis an nationalen und internationalen Investoren zu gewinnen. Die emissionsbegleitenden Banken waren die equinet Bank AG und Pareto Securities. Die Anleihe wird an den Börsen in Frankfurt und Stockholm handelbar sein.Ingo Schiller, Geschäftsführer Finanzen von Hertha BSC, sagt: "Die erstmalige Begebung einer institutionellen Anleihe ist ein großer Erfolg für Hertha BSC. Wir möchten uns bei den begleitenden Banken und vor allem bei den Investoren, die uns ihr Vertrauen geschenkt haben, bedanken. Die erfolgreiche Emission ist Beleg für die gute wirtschaftliche Entwicklung des Vereins und bildet damit eine gute Basis für die nächsten Entwicklungsschritte von Hertha BSC."Christoph Demuth, General Manager der equinet Bank AG, ergänzt: "Die in den aktuell sehr volatilen Märkten erfolgreich abgeschlossene Transaktion belegt deutlich, dass die Investment Story von Hertha BSC von den institutionellen Investoren in vielen europäischen Ländern verstanden und als höchst attraktiv angesehen wurde. Der Kapitalmarkt, als bankenunabhängige Finanzierungsquelle, sieht die seit Jahren stark wachsende Branche Fußball als neue, interessante Anlageklasse, die nicht zyklisch ist und mit vorhersehbaren, stabilen Cash Flows punktet."Max Moser, Pareto Securities, fügt hinzu: "Wie erst einige wenige Male zuvor wurde von einem deutschen Emittenten eine Anleihe nach dem im skandinavischen Raum etablierten Nordic Format begeben, das aufgrund der hohen Transparenz und Qualitätskriterien und unter Einbindung einer von Beginn an aufgesetzten Treuhänderstruktur, dem sogenannten Nordic Trustee, dem Emittenten und den Investoren höchstmögliche Standards bietet."

Release (02.12.25):
Announcement of the results of the partial tender offer for the Nordic Bond 2018/2028

NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE FURTHER RESTRICTIONS. PLEASE REFER TO THE IMPORTANT NOTES AT THE END OF THIS PUBLICATION.

Hertha BSC GmbH & Co. KGaA: Announcement of the results of the partial tender offer for the Nordic Bond 2018/2028

Berlin, December 2, 2025. On October 23, 2025, Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA) (“Hertha BSC” or “Company”) announced that it would offer bondholders of its Nordic Bond 2018/2028 (ISIN SE0011337054) (“Bond”) a voluntary, public partial tender offer for bonds with a total nominal value of initially up to EUR 20 million at a purchase price of 100% of the nominal amount (“Bond Repurchase”). The offer period for the bond repurchase ran from November 10, 2025, to November 28, 2025, at 12:00 p.m. (CET).

As part of the bond repurchase, Hertha BSC bonds with a total nominal value of approximately EUR 21.2 million were offered for repurchase. The company accepted these offers in full. The banking procedures for accepting the offer are expected to be carried out between the settlement agent and the respective custodian banks between December 3 and 5, 2025. The corresponding custodian institution is responsible for crediting the cash payment to the account of the respective bondholder.

Managing Director Ralf Huschen: "We are pleased that by accepting all offers – despite slightly exceeding the original repurchase volume of EUR 20 million – we were able to enable the affected bondholders to return their holdings to the company in full before the end of the term. We would like to thank all previous investors and consider it an important sign of confidence that so many investors want to remain invested in the ‘Alte Dame’ and wish to accompany and support the long-term development of Hertha BSC as capital providers."

“The outcome of the bond buyback shows that investors support the measures we have taken on the path to financial consolidation and encourages us to continue on this course in order to create a solid and sustainable basis for the sporting and economic future of Hertha BSC,” adds Managing Director Dr. Peter Görlich.

Hertha BSC will continue to pursue its financial consolidation strategy while also working on the sporting and structural development of the club. The successes achieved so far in the financial restructuring and the sustainable strategy give Hertha BSC a stable foundation for the coming years.

Important Notes:

This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities in any jurisdiction nor a securities prospectus within the meaning of Regulation (EU) 2017/1129, as amended ("Prospectus Regulation"). There was and will be no public offer of notes.

This publication is not for distribution, directly or indirectly, in or into the United States of America or within the United States of America (including its territories and possessions of any State or the District of Columbia) or to publications with a general circulation in the United States of America. It is neither an offer to sell nor an offer to purchase or subscribe for securities in the United States of America. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act, as amended, or an exemption from registration under the Securities Act. The Company does not intend to register any offering of notes, in whole or in part, in the United States of America or to conduct a public offering in the United States of America.

This publication may only be distributed in the United Kingdom and is directed only at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as the Regulation forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons who are "qualified investors" within the meaning of Article 49(2)(a) to (d) of the Order.(iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be communicated or transmitted (all such persons together being referred to as "Relevant Persons"). This publication is directed only at Relevant Persons in the United Kingdom. Persons who are not Relevant Persons must not act or rely on this publication. Any investment or investment activity in the securities of the Company in the United Kingdom is available only to Relevant Persons and will be engaged in only with Relevant Persons.

 

Release (28.10.25):
Announcement of Option Exercise Fee Record Date and payment date for the Option Exercise Fee

NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE FURTHER RESTRICTIONS. PLEASE REFER TO THE IMPORTANT NOTES AT THE END OF THIS PUBLICATION.

Hertha BSC GmbH & Co. KGaA: Announcement of Option Exercise Fee Record Date and payment date for the Option Exercise Fee

Berlin, 28 October 2025. Reference is made to the announcement of a second written procedure dated 6 May 2025 (the “Announcement”) regarding the amendment of the terms and conditions of the 10.5% Bond 2018/2025 (ISIN: SE0011337054) issued by Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (“Company”) on 8 November 2018, with an outstanding total nominal amount of EUR 40,000,000 (“Bond”).

On 23 October 2025, the Company exercised the option to amend the terms and conditions of the Bond.

The Company hereby announces the Option Exercise Fee Record Date and the payment date for the Option Exercise Fee in accordance with Section 3.2 of the Announcement:

Option Exercise Fee Record Date: 30 October 2025

Payment date for the Option Exercise Fee: 6 November 2025

Important Notes:

This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities in any jurisdiction nor a securities prospectus within the meaning of Regulation (EU) 2017/1129, as amended ("Prospectus Regulation"). There was and will be no public offer of notes.

This publication is not for distribution, directly or indirectly, in or into the United States of America or within the United States of America (including its territories and possessions of any State or the District of Columbia) or to publications with a general circulation in the United States of America. It is neither an offer to sell nor an offer to purchase or subscribe for securities in the United States of America. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act, as amended, or an exemption from registration under the Securities Act. The Company does not intend to register any offering of notes, in whole or in part, in the United States of America or to conduct a public offering in the United States of America.

This publication may only be distributed in the United Kingdom and is directed only at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as the Regulation forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons who are "qualified investors" within the meaning of Article 49(2)(a) to (d) of the Order.(iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be communicated or transmitted (all such persons together being referred to as "Relevant Persons"). This publication is directed only at Relevant Persons in the United Kingdom. Persons who are not Relevant Persons must not act or rely on this publication. Any investment or investment activity in the securities of the Company in the United Kingdom is available only to Relevant Persons and will be engaged in only with Relevant Persons.

 

Ad-hoc Release (23.10.25):
Exercise of option to amend the terms and conditions of the Nordic Bond 2018/2025 and intention to submit a voluntary tender offer

NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE FURTHER RESTRICTIONS. PLEASE REFER TO THE IMPORTANT NOTES AT THE END OF THIS PUBLICATION.

Disclosure of inside information pursuant to Article 17 of Regulation (EU) No 596/2014 (MAR)

Keyword(s): Nordic Bond, Exercise of Option; Repurchase Offer

Hertha BSC GmbH & Co. KGaA exercises the option to amend the terms and conditions of its Nordic Bond 2018/2025 and intends to launch a voluntary tender offer

Berlin, 23 October 2025. Hertha BSC Verwaltung GmbH, the general partner of Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA) ("Company"), has today decided to exercise the option to amend the terms and conditions of its 10.5% Bond 2018/2025 (ISIN: SE0011337054) issued on 8 November 2018 in the outstanding aggregate principal amount of EUR 40,000,000 ("Bonds").

The amended bond terms will become effective on 7 November 2025.

In addition, the Company intends to offer the holders of the Bonds a partial repurchase of the Bonds in a volume of up to EUR 20 million (subject to an adjustment of the volume) against cash payment in a voluntary public tender offer ("Offer"). The offer period shall commence on 10 November 2025 and is expected to end on 28 November 2025 (subject to an adjustment of the offer period). The repurchase price under the Offer will be 100.00%.

The Company will publish further details on the Offer on its website (https://www.herthabsc.com/en/club/nordic-bonds-investor-relations) before the start of the offer period.

Important Notes:

This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities in any jurisdiction nor a securities prospectus within the meaning of Regulation (EU) 2017/1129, as amended ("Prospectus Regulation"). There was and will be no public offer of notes.

This publication is not for distribution, directly or indirectly, in or into the United States of America or within the United States of America (including its territories and possessions of any State or the District of Columbia) or to publications with a general circulation in the United States of America. It is neither an offer to sell nor an offer to purchase or subscribe for securities in the United States of America. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act, as amended, or an exemption from registration under the Securities Act. The Company does not intend to register any offering of notes, in whole or in part, in the United States of America or to conduct a public offering in the United States of America.

This publication may only be distributed in the United Kingdom and is directed only at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as the Regulation forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons who are "qualified investors" within the meaning of Article 49(2)(a) to (d) of the Order.(iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be communicated or transmitted (all such persons together being referred to as "Relevant Persons"). This publication is directed only at Relevant Persons in the United Kingdom. Persons who are not Relevant Persons must not act or rely on this publication. Any investment or investment activity in the securities of the Company in the United Kingdom is available only to Relevant Persons and will be engaged in only with Relevant Persons.

 

Ad-hoc Release (03.06.25):
Second written procedure approves amendments to the terms and conditions of the bonds

NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE FURTHER RESTRICTIONS. PLEASE REFER TO THE IMPORTANT NOTES AT THE END OF THIS PUBLICATION.

Disclosure of inside information pursuant to Article 17 of Regulation (EU) No 596/2014 (MAR)

Keyword: Nordic Bond, Second Written Procedure

Hertha BSC GmbH & Co. KGaA – Second written procedure approves amendments to the terms and conditions of the bonds

Berlin, 3 June 2025. Hertha BSC GmbH & Co. KGaA (the "Company") today was informed by Nordic Trustee & Agency AB (publ) (the "Nordic Trustee") about the successful completion of the second written procedure that the Company initiated on 6 May 2025 in relation to the Company's EUR 40,000,000 Senior Unsecured Bonds 2018/2025 with ISIN SE0011337054 (the "Bonds"), regarding certain amendments to the terms and conditions of the Bonds (the "Proposal").

The required two thirds-majority of the bondholders voted in favour to approve the Proposal.

The amendments will become effective – as soon as possible – upon entering into an amendment and restatement agreement between the Company and the Nordic Trustee acting as agent under the Bonds.

Important Notes:

This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities in any jurisdiction nor a securities prospectus within the meaning of Regulation (EU) 2017/1129, as amended ("Prospectus Regulation"). There was and will be no public offer of notes.

This publication is not for distribution, directly or indirectly, in or into the United States of America or within the United States of America (including its territories and possessions of any State or the District of Columbia) or to publications with a general circulation in the United States of America. It is neither an offer to sell nor an offer to purchase or subscribe for securities in the United States of America. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act, as amended, or an exemption from registration under the Securities Act. The Company does not intend to register any offering of notes, in whole or in part, in the United States of America or to conduct a public offering in the United States of America.

This publication may only be distributed in the United Kingdom and is directed only at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as the Regulation forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons who are "qualified investors" within the meaning of Article 49(2)(a) to (d) of the Order.(iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be communicated or transmitted (all such persons together being referred to as "Relevant Persons"). This publication is directed only at Relevant Persons in the United Kingdom. Persons who are not Relevant Persons must not act or rely on this publication. Any investment or investment activity in the securities of the Company in the United Kingdom is available only to Relevant Persons and will be engaged in only with Relevant Persons.

 

Release (06.05.25):
Second written procedure to amend the terms and conditions

NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE FURTHER RESTRICTIONS. PLEASE REFER TO THE IMPORTANT NOTES AT THE END OF THIS PUBLICATION.

Keyword: Nordic Bond, Second Written Procedure

Hertha BSC GmbH & Co. KGaA resolves to initiate a second written procedure to amend the terms and conditions of its 10.5% Nordic Bond 2018/2025 – First Written Procedure does not reach the required quorum

Detailed information about the procedure can be found here:

• Presentation on the bond update (deutsch/english)
• Notice of a Written Procedure including the voting form (deutsch/english)

Berlin, 6 May 2025: Hertha BSC Verwaltung GmbH, the general partner of Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), ("Company") has today resolved to initiate a second written procedure ("Second Written Procedure") pursuant to sections 15 et seqq. of the terms and conditions ("Terms and Conditions") of the Company's 10.5% 2018/2025 unsubordinated, unsecured bond (ISIN: SE0011337054) issued on 8 November 2018 in the outstanding aggregate principal amount of EUR 40,000,000 ("Bond") with the aim of amending the Terms and Conditions. The first written procedure that was initiated on 7 April 2025 and ended today on 6 May 2025 did – as expected by the Company – not reach the required quorum of 50% participating bondholders (nominal amount). In the Second Written Procedure that was initiated today, no quorum requirement applies.

The Terms and Conditions are still intended to be amended granting the Company a unilateral option to extend the term of the Bond by thirty-six months until 8 November 2028, to reduce the interest rate from 8 November 2025 (excluding) to 6.5% p.a. and to pay the interest due annually rather than quarterly in future. In addition, the option would allow the Company to redeem the Bond in full or in part at any time from 8 November 2025 at an amount equal to 100% of the nominal amount plus accrued but unpaid interest.

Nordic Trustee & Agency AB (publ) as the agent under the Terms and Conditions will send the invitation to the Second Written Procedure on 6 May 2025. The Second Written Procedure will begin on 12 May 2025 and end on 3 June 2025. The record date for eligibility to participate in the Second Written Procedure is 12 May 2025. The invitation to the Second Written Procedure and the voting form can be found on the Company's Investor Relations website (https://www.herthabsc.com/en/club/nordic-bonds-investor-relations). Approval of the Company's proposal in the Second Written Procedure requires that bondholders representing at least 66 2/3% of the nominal amount for which bondholders participate in the Second Written Procedure vote in favour of the proposal. The result of the Second Written Procedure is expected to be published on 3 June 2025.

For further questions to the Issuer in relation to the proposal, please contact Björn Bäring, Director Finance, bjoern.baering@herthabsc.de or +49 (0)30 300 9280.

For further questions regarding the conduct of the Second Written Procedure, please contact Nordic Trustee: +47 94 18 73 03; voting.germany@nordictrustee.com.

Important Notes:

This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities in any jurisdiction nor a securities prospectus within the meaning of Regulation (EU) 2017/1129, as amended ("Prospectus Regulation"). There will be no public offer of notes. Investors who wish to participate in the Second Written Procedure are advised to carefully read the published documents, including the risk factors, before deciding to vote in the Second Written Procedure in order to fully understand the potential risks and opportunities of the proposed changes and to make a decision only on the basis of all available information about the Company after consultation with their own lawyers, tax and/or financial advisors.

This publication is not for distribution, directly or indirectly, in or into the United States of America or within the United States of America (including its territories and possessions of any State or the District of Columbia) or to publications with a general circulation in the United States of America. It is neither an offer to sell nor an offer to purchase or subscribe for securities in the United States of America. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act, as amended, or an exemption from registration under the Securities Act. The Company does not intend to register any offering of notes, in whole or in part, in the United States of America or to conduct a public offering in the United States of America.

This publication may only be distributed in the United Kingdom and is directed only at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as the Regulation forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons who are "qualified investors" within the meaning of Article 49(2)(a) to (d) of the Order.(iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be communicated or transmitted (all such persons together being referred to as "Relevant Persons"). This publication is directed only at Relevant Persons in the United Kingdom. Persons who are not Relevant Persons must not act or rely on this publication. Any investment or investment activity in the securities of the Company in the United Kingdom is available only to Relevant Persons and will be engaged in only with Relevant Persons.

 

Ad-hoc Release (07.04.25):
Introduction of a written procedure to amend the bond terms and conditions

NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE FURTHER RESTRICTIONS. PLEASE REFER TO THE IMPORTANT NOTES AT THE END OF THIS PUBLICATION.

Disclosure of inside information pursuant to Article 17 of Regulation (EU) No 596/2014 (MAR)

Keyword: Nordic Bond

Hertha BSC GmbH & Co. KGaA resolves to initiate a written procedure to amend the terms and conditions of its 10.5% Nordic Bond 2018/2025

Berlin, 7 April 2025: Hertha BSC Verwaltung GmbH, the general partner of Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), ("Company") has today resolved to initiate a written procedure ("Written Procedure") pursuant to sections 15 et seq. of the terms and conditions of the Company's 10.5% 2018/2025 unsubordinated, unsecured bond (ISIN: SE0011337054) issued on 8 November 2018 in the outstanding aggregate principal amount of EUR 40,000,000 ("Bonds") with the aim of amending the terms and conditions of the Bonds. The terms and conditions of the Bonds are intended to be amended granting the Company a unilateral option to extend the term of the Bonds by thirty-six months until 8 November 2028, to reduce the interest rate from 8 November 2025 (excluding) to 6.5% p.a. and to pay the interest due annually rather than quarterly in future. In addition, the option would allow the Company to redeem the Bonds in full or in part at any time from 8 November 2025 at an amount equal to 100% of the nominal amount plus accrued but unpaid interest.

Nordic Trustee & Agency AB (publ) as the agent under the terms and conditions of the Bonds will send the invitation to the Written Procedure on 7 April 2025. The Written Procedure will begin on 10 April 2025 and end on 6 May 2025. The record date for eligibility to participate in the Written Procedure is 10 April 2025. The invitation to the Written Procedure and the voting form can be found on the Company's Investor Relations website (https://www.herthabsc.com/en/club/nordic-bonds-investor-relations). The quorum for the Written Procedure is given if bondholders representing at least 50% of the nominal amount of the Bonds participate. Approval of the Company's proposal in the Written Procedure requires that bondholders representing at least 66 2/3% of the nominal amount for which bondholders participate in the Written Procedure vote in favour of the proposal. The result of the Written Procedure is expected to be published on 6 May 2025.

For further questions to the Issuer in relation to the proposal, please contact Björn Bäring, Director Finance, bjoern.baering@herthabsc.de or +49 (0)30 300 9280.

For further questions regarding the conduct of the Written Procedure, please contact Nordic Trustee: +47 94 18 73 03 or voting.germany@nordictrustee.com.

Important Notes:

This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities in any jurisdiction nor a securities prospectus within the meaning of Regulation (EU) 2017/1129, as amended ("Prospectus Regulation"). There will be no public offer of notes. Investors who wish to participate in the Written Procedure are advised to carefully read the published documents, including the risk factors, before deciding to vote in the Written Procedure in order to fully understand the potential risks and opportunities of the proposed changes and to make a decision only on the basis of all available information about the Company after consultation with their own lawyers, tax and/or financial advisors.

This publication is not for distribution, directly or indirectly, in or into the United States of America or within the United States of America (including its territories and possessions of any State or the District of Columbia) or to publications with a general circulation in the United States of America. It is neither an offer to sell nor an offer to purchase or subscribe for securities in the United States of America. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act, as amended, or an exemption from registration under the Securities Act. The Company does not intend to register any offering of notes, in whole or in part, in the United States of America or to conduct a public offering in the United States of America.

This publication may only be distributed in the United Kingdom and is directed only at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as the Regulation forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons who are "qualified investors" within the meaning of Article 49(2)(a) to (d) of the Order.(iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be communicated or transmitted (all such persons together being referred to as "Relevant Persons"). This publication is directed only at Relevant Persons in the United Kingdom. Persons who are not Relevant Persons must not act or rely on this publication. Any investment or investment activity in the securities of the Company in the United Kingdom is available only to Relevant Persons and will be engaged in only with Relevant Persons.

 

Release (30.06.23):
Record Date and Payment Date set for Consent Fee

Hertha BSC GmbH & Co. KGaA informs in accordance with the notice of written procedure dated 22 May 2023 relating to the amendment and restatement of the terms and conditions of its outstanding up to EUR 40,000,000 senior unsecured bonds 2018/2023 with ISIN SE0011337054 that the Consent Fee Record Date has been set to 30 June 2023 and the payment of the Consent Fee is expected to occur on 7 July 2023.

 

Release (26.06.23):
Amended terms and conditions entered into force

Hertha BSC GmbH & Co. KGaA (the "Company") informs that it has entered into an agreement with Nordic Trustee & Agency AB (publ) relating to the amendment and restatement of the terms and conditions of the Company's outstanding up to EUR 40,000,000 senior unsecured bonds 2018/2023 with ISIN SE0011337054 after the successful completion of a written procedure that the Company initiated on 22 May 2023. The amended terms and conditions thereby entered into force and are available on the Company’s website at https://www.herthabsc.com/en/club/nordic-bonds-investor-relations-overview.

 

Ad-hoc Release (19.06.23):
Approval of written procedure and amendments to the terms and conditions of the bonds

Publication of inside information pursuant to Article 17 MAR

Hertha BSC GmbH & Co. KGaA: Nordic Bond 2018/2023

Keyword: Nordic Bond

Hertha BSC GmbH & Co. KGaA – Approval of written procedure and amendments to the terms and conditions of the bonds

Berlin, 19 June 2023. Hertha BSC GmbH & Co. KGaA (the "Company") today was informed by Nordic Trustee & Agency AB (publ) (the "Nordic Trustee") about the successful completion of the written procedure that the Company initiated on 22 May 2023 in relation to the Company's outstanding up to EUR 40,000,000 Senior Unsecured Bonds 2018/2023 with ISIN SE0011337054(the "Bonds"), regarding certain amendments to the terms and conditions of the Bonds (the "Proposal").

A sufficient number of bondholders participated in the written procedure in order to form a quorum. Furthermore, the requisite majority of the bondholders voted in favour to approve the Proposal.

The amendments will become effective as soon as possible by the entering into of an amendment and restatement agreement between the Company and the Nordic Trustee acting as agent under the Bonds.

 

Ad-hoc Release (14.06.23):
Improved offer to bondholders

Publication of inside information pursuant to Article 17 MAR

Hertha BSC GmbH & Co. KGaA: Nordic Bond 2018/2023

Keyword: Nordic Bond

Hertha BSC GmbH & Co. KGaA resolves to improve offer to bondholders in ongoing written procedure – largest bondholders approve offer

Berlin, June 14, 2023. Hertha BSC Verwaltung GmbH, the general partner of Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), ("Company") today resolved to improve the offered terms in the written procedure published on May 22, 2023 ("Written Procedure") in accordance with the terms and conditions ("Terms and Conditions") of the Company’s 6.5% 2018/2023 unsubordinated unsecured nordic bonds (ISIN: SE0011337054) in the outstanding aggregate principal amount of EUR 40,000,000 ("Bonds") issued on November 8, 2018. In this regard, the Company has today reached an agreement with one of the largest bondholders and Nordic Trustee & Agency AB (publ) in favor of all bondholders that will apply if the Written Procedure (or any subsequent written procedure if quorum is not met) is approved.

Instead of the previously offered 8.5% p.a., the Company is now offering bondholders an interest rate of 10.5% p.a. from the interest payment date on August 8, 2023. The agreement also applies to a possible further written procedure, which the Company intends to initiate if the quorum required to amend the Terms and Conditions is not reached in the currently ongoing Written Procedure.

The Company has now, after the consent of the largest bondholder, also received the consent of the second-largest bondholder to the offer submitted in the Written Procedure (in its adjusted form). With the approvals already received, the Company currently has received approvals for a total of approximately 22% of the nominal amount of the Bonds. The Company is not aware of any dissenting votes to date. The improved offer applies to all bondholders, including those who have already cast their votes, provided that the quorum and majority requirements are ultimately met. It is therefore not necessary for a bondholder that has already voted to re-submit its vote.

With the granting of the license to participate in the Bundesliga 2 in the upcoming season, the Company has achieved an important interim step towards consolidation. Notwithstanding this, the extension of the term of the Bond represents an important component of the Company's liquidity planning for the upcoming season. It therefore again asks all bondholders to approve the proposed amendments to the Terms and Conditions of the Bond in their improved version until June 19, 2023. Details of how to vote are published on the Company's website at https://www.herthabsc.com/en/club/nordic-bonds-investor-relations-overview.

 

Investor Update Call

Hertha BSC is hosting an Investor Update Call on Tuesday (May 30, 2023) at 4:00 PM, with Thomas E. Herrich (Managing Director of Hertha BSC) and Josh Wander (Managing Partner of 777 Partners). Bondholders who are interested can participate in this call, which will be conducted via Microsoft Teams.

The link for interested investors is as follows: Hertha BSC Bond Investor Update

 

Ad-hoc Release (22.05.23):
Written procedure to amend the terms and conditions

Disclosure of an inside information according to Article 17 of the Regulation (EU) No 596/2014 (MAR)

Keyword: Nordic Bond

Hertha BSC GmbH & Co. KGaA decides to initiate a written procedure to amend the terms and conditions of its 6,5% 2018/2023 Nordic Bonds

Berlin, 22 May 2023. Hertha BSC Verwaltung GmbH, the general partner of Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), (“Company”) today resolved to initiate a written procedure (“Written Procedure”) pursuant to clauses 15 et seq. of the terms and conditions (“Terms and Conditions”) of the Company’s 6,5% 2018/2023 senior unsecured callable bonds (ISIN: SE0011337054) issued on 8 November 2018 in an outstanding total nominal amount of EUR 40,000,000 (“Bonds”), with the aim of amending the Terms and Conditions. In particular, the Company proposes an extension of the maturity of the Bonds by 24 months until 8 November 2025, an increase of the interest rate from 6.5% p.a. to 8.5% p.a. as of the interest payment date 8 August 2023 and a realignment of the Permitted Debt. Furthermore, the redemption amounts for an early redemption of the Bonds shall be increased, staggered by redemption date. 

Nordic Trustee & Agency AB (publ) as the agent under the Terms and Conditions will distribute the notice to the Written Procedure on 22 May 2023. The Written Procedure will commence on 26 May 2023 and end on 19 June 2023. The record date for being able to vote in the Written Procedure is 26 May 2023. The notice for the Written Procedure and the voting form can be found on the Company’s investor relations website (https://www.herthabsc.com/en/club/nordic-bonds-investor-relations). The quorum requirement for the Written Procedure is a participation of Bondholders representing at least 50% of the total nominal amount of the Bond. The consent to the Company’s request in the Written Procedure requires bondholders to vote in favour of the proposal representing at least 66 2/3 % of the nominal amount for which Bondholders reply in the Written Procedure. The result of the Written Procedure is expected to be published on 19 June 2023. 

The Company has engaged Pareto Securities AS, Frankfurt Branch, as its financial advisor in relation to the Written Procedure.

A Bond Investor Call will take place on 30 May 2023. Dial-ins will be provided on the Company’s website on the day before.

For further questions to the Issuer, regarding the request, please contact Björn Bäring, Director Finance, bjoern.baering@herthabsc.de or +49 (0)30 300 9280.

For further questions regarding the administration of the Written Procedure please contact Nordic Trustee, Frankfurt Branch: germany@nordictrustee.com or +49 (0)176 1302 3002.

Detailed information about the procedure can be found here:

• Presentation on the bond update (deutsch/english)
• Notice of a Written Procedure including the voting form (deutsch/english)

08. November 2018
1. Angaben zu den Personen, die Führungsaufgaben wahrnehmen, sowie zu den in enger Beziehung zu ihnen stehenden Personena) Name: Ingo Schiller
2. Grund der Meldung
a) Position / Status: Geschäftsführer
b) Erstmeldung / Berichtigung: Erstmeldung
3. Angaben zum Emittenten, zum Teilnehmer am Markt für Emissionszertifikate, zur Versteigerungsplattform, zum Versteigerer oder zur Auktionsaufsicht

Name: Hertha BSC GmbH & Co. KGaA
LEI: 967600F3Z309ZOQPLI844.

Angaben zum Geschäft / zu den Geschäften:
a) Beschreibung des Finanzinstruments, Art des Instruments
Kennung: Schuldtitel (Hertha BSC GmbH & Co. KGaA - Anleihe: 6,500% bis 08.11.2023, WKN: A2NBK3 / ISIN: SE0011337054)
b) Art des Geschäfts: Erwerb. Das Geschäft steht nicht mit der Teilnahme an einem Belegschaftsaktienprogramm im Zusammenhang.
c) Preis: € 100.000,00, Volumen: € 200.000,00
d) Aggregierte Informationen: Einzelgeschäft: € 200.000,00
e) Datum des Geschäfts: Einbuchung: 2018-11-08
f) Ort des Geschäfts: außerhalb eines Handelsplatzes

Sprache: Deutsch

Unternehmen: Hertha BSC GmbH & Co. KGaA
Hanns-Braun-Straße, Friesenhaus 2
14053 Berlin
Deutschland
Internet: www.herthabsc.de