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US$550 million 5.125% Senior Secured Notes due 2026 (Rule 144A Notes: CUSIP 68621C AA7 / ISIN US68621CAA71) (“Existing Dollar Notes”) |
€250 million Floating Rate Senior Secured Notes due 2026 (Regulation S Notes: Common Code 233734926 / ISIN XS2337349265) (Rule 144A Notes: Common Code 233734942 / ISIN XS2337349422) (“Existing Euro Notes”)
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collectively the “Existing Notes” |
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London, United Kingdom – December 22, 2025 – Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the consent solicitation statement dated November 19, 2025 (the “Consent Solicitation Statement”). As previously announced on December 18, 2025, the consent solicitation process (the “Solicitation”), which required certain consents from the holders of the Existing Notes issued by Oriflame Investment Holding Plc, 47 Esplanade, St Helier, Jersey, JE1 0BD, (the “Issuer”) necessary to approve certain amendments and the related issuance of €285.5 million 8.000%/12.500% PIK Senior Secured Second Lien Notes due 2032 (the “Notes”) pursuant to an amended and restated indenture (the “Indenture”) to be entered into between, among others, the Issuer, the guarantors party thereto, GLAS Trustees Limited as trustee (the “Trustee”) and GLAS Trust Corporation Limited as security agent (the “Security Agent”), has successfully closed and, following the closing of the Solicitation, the restructuring implementation deed between, among others, Oriflame Holding Limited, the Issuer, Oriflame Partners Limited, Oriflame Partners Holding Limited, the guarantors party thereto, the Trustee and the Security Agent, under which the signatories thereto agree to implement the recapitalisation transaction, was executed on December 17, 2025 (the “Restructuring Implementation Deed”).
The Issuer has now announced that the Indenture has become effective and that, in accordance with the Restructuring Implementation Deed, the relevant parties have entered into the Amended and Restated Intercreditor Agreement, the Amended and Restated RCF and the Bondholder New Money Loan, including the additional incremental facility of approximately €21.5 million announced in the Issuer’s press release dated December 18, 2025.
This announcement is for information purposes only and does not constitute an offer to purchase the Notes or a solicitation of an offer to sell the Notes and shall not be deemed to be an offer to purchase or a solicitation of an offer to sell any securities of the Issuer, or its respective subsidiaries or affiliates. The Solicitation is only being made pursuant to the terms of the Consent Solicitation Statement. No recommendation is being made as to whether Holders should consent to the proposed amendments. The Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation.
Information Regarding Forward-Looking Statements
This press release may contain statements about future events, projections, forecasts and expectations that are forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Any statement in this press release that is not a statement of historical fact is a forward-looking statement that involves known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In addition, past performance of Oriflame and its affiliates cannot be relied on as a guide to future performance. Oriflame and its affiliates make no representation or warranty (whether express or implied) and shall have no responsibility or liability on the accuracy and completeness of any of the forward-looking statements, and, except as may be required by applicable law, assume no obligations to supplement, amend, update or revise any such statements or any opinion expressed to reflect actual results, changes in assumptions or in Oriflame’s or its affiliates’ expectations, or changes in factors affecting these statements. Accordingly, any reliance you place on such forward-looking statements will be at your sole risk. Oriflame undertakes no obligation and does not intend to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including changes in the business or strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events. New risks emerge from time to time, and it is not possible for the Issuer to predict all such risks, nor can the Issuer assess the impact of all such risks on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
About Oriflame
Oriflame is a globally renowned beauty and wellness company who have inspired and empowered individuals to build their own businesses since 1967. Its diverse portfolio of high-quality and innovative beauty products is inspired by nature and backed by science. Oriflame takes pride in its Swedish heritage and people-centric approach operating through a social selling model, enabling over 3 million Beauty Entrepreneurs and Members in more than 60 countries.


