25 October 2023

McBride plc

Termination of 'upside sharing' mechanism

McBride plc (the "Company"), the leading European manufacturer and supplier of private label and contract manufactured products for the domestic household and professional cleaning and hygiene markets, today announces the termination of the 'upside sharing' mechanism agreed in connection with the amendments to the Company's financing arrangements previously announced in September 2022.

On 29 September 2022 (the "Facility Amendment Date"), the Company announced the agreement of amendments to the Company's ?175m sustainability-linked revolving credit facility (the "Facility").  The amendments included an 'upside sharing' mechanism whereby, subject to certain exceptions, a fee (the "Upside Sharing Fee") would become payable by the Company to members of its lender group upon the occurrence of certain exit events (e.g., a change of control of the Company or a prepayment or repayment in full of the Facility).  In the absence of an earlier exit event, the arrangement would have remained in effect until 10 May 2026 (i.e., the Facility termination date), at which point the Upside Sharing Fee would have become payable.  The Upside Sharing Fee would have equated to 11% of any increase in the Company's market capitalisation from the Facility Amendment Date to the date of the exit event (subject to certain deductions). 

The Company is pleased to announce today that it has reached agreement with its lender group to terminate the 'upside sharing' mechanism with immediate effect.  The Company has agreed to make a one-off payment of £5m to the lender group in respect of the Upside Sharing Fee in exchange for the lender group agreeing that, save in very limited circumstances during the next twelve months only (in which a capped additional fee may be payable), no further amounts will become payable in respect of the Upside Sharing Fee.

The agreement allows the Company to further progress its Compass strategies, as outlined in February 2021, advance its Transformation agenda and continue to focus attention on delivering sustainable and profitable long-term growth.  The Company is fully appreciative of the support that the lender group has given to the Company in recent years and throughout this recent period of discussions.

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This announcement contains inside information. The person responsible for making this announcement is Glenda MacGeekie, Company Secretary.

This announcement contains forward-looking statements in respect of the Group and its financial position and plan.  By their nature, forward-looking statements involve a number of risks, uncertainties or assumptions that may or may not occur and actual results or events may differ materially from those expressed or implied by the forward-looking statements.  Accordingly, no assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-looking statement.  You should not place undue reliance on forward-looking statements, which are based on the knowledge and information available only at the date of this announcement's preparation.