September 4, 2026
BOELS TOPHOLDING B.V.
CONDITIONAL NOTICE OF FULL REDEMPTION
€400,000,000 6.250% Senior Secured Notes due 2029 (the “Notes”)
(Regulation S Global Note: Common Code 267976708, ISIN XS2679767082)* (Rule 144A Global Note: Common Code 267976724, ISIN XS2679767249)*
THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORY, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMITTAL TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER.
Reference is hereby made to the indenture dated September 21, 2023 among, inter alios, Boels Topholding B.V. (the “Issuer”) and BNY Mellon Corporate Trustee Services Limited (the “Trustee”) (as amended or supplemented, the “Indenture”) pursuant to which the Issuer has issued the Notes. Capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Indenture.
Pursuant to Section 3.04 of the Indenture and paragraph 8 of the Notes, the Issuer hereby provides notice of the following information relating to the conditional redemption of the entire aggregate principal amount of the Notes:
The redemption date shall be September 15, 2026 (the “Redemption Date”).
The record date shall be September 14, 2026 (the “Record Date”).
The Notes are to be redeemed pursuant to Section 3.01 of the Indenture and paragraph 6 of each Global Note thereof. The Notes will be redeemed at a redemption price (the “Notes Redemption Price”) of:
- (i) 101.5625% of the principal amount thereof, plus
- (ii) accrued and unpaid interest thereon up to, but excluding, the Redemption Date, in a total amount of €2,083,333.33.
Notwithstanding anything herein to the contrary and pursuant to 3.04 of the Indenture, the completion of the redemption described herein is subject to certain financing conditions as well as the satisfaction of any additional conditions required pursuant to the Indenture. Accordingly, none of the Notes shall be deemed due and payable on the Redemption Date unless and until such conditions are satisfied or waived by the Issuer. The Issuer may revoke, extend or amend this conditional notice of redemption and the redemption of the Notes, in full or in part, in its discretion, at any time prior to the Redemption Date. In particular, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all of the conditions are satisfied or this conditional notice of redemption may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. The Issuer will provide notice to the Holders, the Trustee and the Paying Agent of any such revocation, extension or amendment. If the Issuer, in its sole discretion, chooses to extend the Redemption Date, it will provide notice to the Holders, the Trustee and the Paying Agent and the Registrar as to the new redemption date.
Unless the Issuer defaults in making such redemption payment, interest on the Notes shall cease to accrue on and after the Redemption Date.
Payment of the Notes Redemption Price will only be made upon presentation and surrender of the Notes to the Paying Agent at the place set forth below:
Paying Agent The Bank of New York Mellon, London Branch
160 Queen Victoria Street
London, EC4V 4LA United Kingdom
Email: corpsov1@bny.com
Attention: Conventional Debt EMEA – Team 1
The method of delivery is at the option and risk of the Holder.
IMPORTANT TAX INFORMATION CONCERNING THE NOTES Please Read This Notice Carefully FOR U.S. FEDERAL INCOME TAX PURPOSES, THE PAYER MAY BE REQUIRED TO WITHHOLD 24% OF THE PAYMENT UPON REDEMPTION TO CERTAIN HOLDERS OF THE NOTES WHO HAVE FAILED TO FURNISH THE PAYER WITH A COMPLETED INTERNAL REVENUE SERVICE FORM W-9, ENTITLED “REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION” (IN THE CASE OF A U.S. PERSON), OR AN APPLICABLE INTERNAL REVENUE SERVICE FORM W-8BEN, FORM W-8BEN-E, FORM W-8ECI OR OTHER APPLICABLE FORM W-8 (IN THE CASE OF A NON-U.S. PERSON), OR AN EXEMPTION CERTIFICATE OF THE PAYEE. A HOLDER WHO FAILS TO FURNISH A CORRECT TAXPAYER IDENTIFICATION NUMBER MAY ALSO BE SUBJECT TO A PENALTY OF $50 IMPOSED BY THE INTERNAL REVENUE SERVICE. PLEASE FURNISH A CORRECTLY COMPLETED FORM W-9 OR FORM W-8, AS APPLICABLE, TO THE PAYER, OR AN EXEMPTION CERTIFICATE OR EQUIVALENT, PRIOR TO THE REDEMPTION TO AVOID ANY SUCH WITHHOLDING OR PENALTIES.
* The Common Code and ISIN numbers are included solely for the convenience of the Holders. None of the Issuer, the Trustee, the Paying Agent, the Registrar or any of their respective agents are responsible for the use or selection of these numbers, nor is any representation made as to the correctness or accuracy of such numbers printed on the Notes or as listed in this Conditional Notice of Full Redemption.
