Disclosure of an inside information acc. to Art. 17 of the Regulation (EU) No. 596/2014 (Market Abuse Regulation – MAR) 

LR Health & Beauty SE: Potential breach of Leverage Covenant as at 30 September 2025 – Management Board intends to enter into discussions with bondholders of the 2024/2028 bond regarding a precautionary resolution on a waiver of compliance with the Leverage Covenant as at 30 September 2025 and an amendment to the bond terms; adjustment of EBITDA guidance for the financial year 2025.

Ahlen, 28 August 2025 – The Management Board of LR Health & Beauty SE (“LR” or the “Company”) resolved today to initiate precautionary negotiations with the holders of the 2024/2028 bond (ISIN: NO0013149658) concerning a proposal to amend the bond terms. The background to this decision is a potential breach by the Company of the covenant under Clause 13.2 of the bond terms, pursuant to which the Company must ensure that net debt in relation to EBITDA does not exceed the threshold of 4.50:1 as at 30 September 2025 (“Leverage Covenant”). Clause 13.2.1 (iii) of the bond terms provides that the Leverage Covenant decreases from 4.75:1 to 4.50:1 with effect from 1 July 2025. Based on the valuation and calculation information currently available, though still preliminary in nature, the Management Board assumes that compliance with the Leverage Covenant on the review date of 30 September 2025 is unlikely. This is due to EBITDA developing less favourably than expected, primarily attributable to increased or increasing costs in the areas of marketing and sales.

The Management Board has therefore resolved to enter into precautionary negotiations with the bondholders regarding an amendment to the bond terms – in particular the Leverage Covenant – and, if necessary, to request their consent to a waiver of the Leverage Covenant as at 30 September 2025. Furthermore, the Management Board will in due course provide information on the further course of action concerning the nature and timing of any vote on an amendment to the bond terms.

Furthermore, the Management Board of the Company is adjusting the guidance for the  financial year 2025 published on 25 April 2025. With regard to sales (revenue from goods sold), the Management Board now expects a stable development compared with the previous year. Previously, stable to moderately increasing sales had been forecast. EBITDA for the 2025 financial year is now expected to range between EUR 24.0 million and EUR 27.0 million – whereas the previous guidance anticipated significant EBITDA growth compared with the prior-year figure of EUR 27.3 million. The revision of the guidance is essentially due to increased or increasing costs in the areas of marketing and sales. This trend also continued in July, leading the Management Board to conclude that the previous guidance is unlikely to be achieved through catch-up effects or cost-saving measures.


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