Executive Summary — As previously announced, OHI Group S.A. (the “Issuer“) is preparing a proposed initial public offering of its shares in the United States, to be registered with the U.S. Securities and Exchange Commission (the “SEC“) and likely listed on the New York Stock Exchange (the “IPO“). The IPO is contemplated for later this year, subject to market conditions. The IPO registration process requires that the Issuer’s financial statements be reaudited in accordance with the US Public Company Accounting Oversight Board (the “PCAOB“) standards. The PCAOB reaudit process has added additional layers of review and discussion, which the Issuer is in the process of finalizing.
Given these circumstances, the Issuer is seeking consents from holders of Notes to defer the required delivery of its audited annual financial statements as of and for the year ended December 31, 2024 and its unaudited quarterly financial statements as of and for the quarter ended March 31, 2025 to no later than July 31, 2025.
Notwithstanding this delay, the Issuer is committed to positive investor engagement and provision of timely access to its financial information. The Issuer published an earnings release on May 29, 2025 setting forth headline unaudited information regarding the Issuer’s financial performance, leverage and liquidity as of December 31, 2024. The Issuer also published a press release indicating its intention to confidentially submit a draft registration statement on Form F-1 with the SEC relating to a proposed initial public offering of its ordinary shares in the United States.
LUXEMBOURG, June 2, 2025 /PRNewswire/ — OHI Group S.A. (the “Issuer“) announced today that it launched a solicitation (the “Solicitation“) for consents (the “Consents“) from holders of the Notes (the “Holders“) to approve certain amendments and waivers to the indenture dated July 22, 2024 relating to the Notes (as amended or supplemented from time to time, the “Indenture“) to (A) defer publication and delivery to the Trustee (as defined below) of the annual report of OHI Group S.A. which, pursuant to Section 4.09(a)(i) of the Indenture, is required to be delivered within 120 days after the end of the fiscal year ended December 31, 2024 (the “Annual Report“), to no later than July 31, 2025 (the “Annual Report Deferral Amendment“), (B) defer publication and delivery to the Trustee of the quarterly financial statements of OHI Group S.A. which, pursuant to Section 4.09(a)(ii) of the Indenture, are required to be delivered within 60 days after the end of the quarter ended March 31, 2025 (the “Quarterly Financial Statements“), to no later than July 31, 2025 (the “Quarterly Financial Statements Deferral Amendment“), (C) waive any Defaults or Events of Default under the Indenture arising as a result of not publishing and delivering to the Trustee the Annual Report within 120 days after the end of the fiscal year ended December 31, 2024 and arising as a result of not publishing and delivering to the Trustee the Quarterly Financial Statements within 60 days after the end of the quarter ended March 31, 2025 (provided that the Annual Report and the Quarterly Financial Statements are published and delivered to the Trustee no later than July 31, 2025) (the “Proposed Waivers“) and (D) make any ancillary amendments to the Indenture required to effect the Annual Report Deferral Amendment, the Quarterly Financial Statements Deferral Amendment and the Proposed Waivers (the foregoing clauses (A) and (B) and this clause (D), collectively, the “Proposed Amendments“).
Adoption of the Proposed Amendments and Proposed Waivers under the Indenture requires the Consents of the Holders of a majority of the aggregate principal amount of the Notes then outstanding (such consents, the “Required Consents“). A Consent may be validly revoked by a Holder at any time prior to, but not on or after, the Effective Time (as defined below) and will automatically terminate and not be effective if the Required Consents are not obtained on or prior to the Expiration Time (as defined below). Assuming the Issuer receives the Required Consents, each present and future Holder will be bound by the Proposed Amendments and Proposed Waivers to the Indenture once they become operative, whether or not such Holder delivered a Consent.
The Issuer expects that, promptly after receipt of the Required Consents on or prior to the Expiration Time, it will give notice to BNY Mellon Corporate Trustee Services Limited as trustee under the Indenture (the “Trustee“) that the Required Consents have been received (such time, the “Effective Time“), and the Issuer and the Trustee will execute a supplemental indenture to the Indenture, at a convenient time as soon as practicable thereafter. Holders should note that the Effective Time may fall prior to the Expiration Time, and, if so, Holders may not be given prior notice of such Effective Time.
The Solicitation will expire at 5:00 p.m., New York time, on June 6, 2025 (such date and time, as the Issuer may extend from time to time in its sole discretion, the “Expiration Time“).
The Solicitation is being made solely on the terms and subject to the conditions set forth in the Issuer’s consent solicitation statement in respect of the Notes, dated as of June 2, 2025 (the “Consent Solicitation Statement“). The Issuer may, in its sole discretion, terminate, extend or amend the Solicitation at any time as described in the Consent Solicitation Statement.
Copies of the Consent Solicitation Statement may be obtained from Kroll Issuer Services Limited, the information and tabulation agent in connection with the Solicitation (the “Information and Tabulation Agent“), at ohigroup@is.kroll.com (Attn: Arlind Bytyqi) or +44 20 7704 0880. Holders of the Notes are urged to review the Consent Solicitation Statement for the detailed terms of the Solicitation and the procedures for consenting to the Proposed Amendments and Proposed Waivers.
This announcement is for information purposes only and does not constitute an offer to purchase Notes, a solicitation of an offer to sell Notes or a solicitation of consents of Holders and shall not be deemed to be an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities of the Issuer or its affiliates. None of the Issuer, the Trustee, the Information and Tabulation Agent or any other person makes any recommendation as to whether or not Holders should deliver Consents. Each Holder must make its own decision as to whether or not to deliver Consents.
Forward Looking Statements
This release may contain forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts included in this release including, without limitation, statements regarding OHI Group S.A.’s future financial position, risks and uncertainties related to its business, strategy, capital expenditures, projected costs and OHI Group S.A.’s plans and objectives for future operations, may be deemed to be forward-looking statements. Words such as “believe,” “expect,” “anticipate,” “may,” “assume,” “plan,” “intend,” “will,” “should,” “estimate,” “risk,” and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements. OHI Group S.A. does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Cautionary Statement
Under no circumstances shall the Consent Solicitation Statement constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for the Notes in any jurisdiction. The Solicitation shall not be considered an “offer of securities to the public,” or give rise to or require a prospectus in a European Economic Area member state or in the United Kingdom pursuant to Regulation (EU) 2017/1129 (as amended or superseded).
The Solicitation is not being made to, and no consents are being solicited from, holders or beneficial owners of the Notes in any jurisdiction in which it is unlawful to make such consent solicitation or grant such consents. However, the Issuer may, in its sole discretion and in compliance with any applicable laws, take such actions as it may deem necessary to solicit consents in any jurisdiction and may extend the consent solicitation to, and solicit consents from, persons in such jurisdiction.
The communication of the Consent Solicitation Statement and any other documents or materials relating to the Consents is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the Consent Solicitation Statements are for distribution only to persons who: (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”)); (b) are persons falling within Article 43 of the Order; (c) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order; (d) are outside the United Kingdom; or (e) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise may lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Consent Solicitation Statement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Consent Solicitation Statement relates is available only to relevant persons and will be engaged in only with relevant persons.
The making of the consent solicitation may be restricted by laws and regulations in some jurisdictions. Persons into whose possession the Consent Solicitation Statement comes must inform themselves about and observe these restrictions.
This release and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell, or a solicitation of an offer to buy or subscribe for, any securities in the United States of America or in any other jurisdiction.
This release contains information that prior to its disclosure may have constituted inside information under Article 7 of Regulation (EU) No 596/2014.
For further information, please contact:
The Information and Tabulation Agent:
Kroll Issuer Services Limited
Tel: +44 20 7704 0880
E-mail: ohigroup@is.kroll.com
Attention: Arlind Bytyqi
Consent Website: https://deals.is.kroll.com/ohigroup
Ivan Coyard
Group CFO
(+351) 910019317
e-mail: ivan.coyard@ohi.pt
