PRESS RELEASE
Amsterdam, May 18, 2026
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.
If any Noteholder is in any doubt about any aspect of the proposal in this Notice and/or the action it should take, it is recommended to seek its own financial, legal and other advice, including in respect of any tax, financial, accounting and regulatory consequences, immediately from its broker, bank manager, solicitor, accountant or other appropriately authorised independent financial adviser and such other professional adviser from its own professional advisers as it deems necessary.
FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS NOTICE IS AVAILABLE IN THE CONSENT SOLICITATION MEMORANDUM (THE "CONSENT SOLICITATION MEMORANDUM") ISSUED BY THE ISSUER ON 24 APRIL 2026, AND ELIGIBLE HOLDERS ARE ENCOURAGED TO READ THIS ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.
NOTICE OF RESULTS OF CONSENT SOLICITATIONS
to the holders (the "Noteholders")
in respect of the
EUR 600,000,000 Floating Rate Notes due December 2027 (ISIN: XS3248357926) (the "2027 Notes")
EUR 600,000,000 0.625% Fixed Rate Notes due 9 February 2028 (ISIN: XS2407010656) (the "2028 Notes")
EUR 750,000,000 0.500% Fixed Rate Notes due 16 January 2029 (ISIN: XS2354569407) (the "2029 Notes")
EUR 500,000,000 4.125% Fixed Rate Notes due 23 January 2030 (ISIN: XS2728561098) (the "2030 Notes")
EUR 500,000,000 1.125% Fixed Rate Notes due 16 June 2033 (ISIN: XS2354444379) (the "2033 Notes")
EUR 500,000,000 4.500% Fixed Rate Notes due 23 January 2034 (ISIN: XS2728560959) (the "2034 Notes"),
(each a "Series" and, together, the "Notes").
of
JDEP COFFEE B.V. (formerly JDE Peet's N.V.)
(incorporated as a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under the laws of The Netherlands and having its corporate seat in Amsterdam)
("the Issuer", which expression shall include its legal successors)
presently outstanding
| Notes | ISIN / Common Code | Maturity Date | Outstanding nominal amount |
| 2027 Notes | XS3248357926 / 324835792 | 11 December 2027 | EUR 600,000,000 |
| 2028 Notes | XS2407010656 / 240701065 | 9 February 2028 | EUR 600,000,000 |
| 2029 Notes | XS2354569407 / 235456940 | 16 January 2029 | EUR 750,000,000 |
| 2030 Notes | XS2728561098 / 272856109 | 23 January 2030 | EUR 500,000,000 |
| 2033 Notes | XS2354444379 / 235444437 | 16 June 2033 | EUR 500,000,000 |
| 2034 Notes | XS2728560959 / 272856095 | 23 January 2034 | EUR 500,000,000 |
18 May 2026 - On 24 April 2026, JDEP Coffee B.V. (formerly JDE Peet's N.V., the "Issuer") announced separate invitations (each such invitation, a "Consent Solicitation") to holders of each Series of the outstanding Notes to consent to the modification of the terms and conditions (in respect of each Series, the "Conditions") of the relevant Series for the purpose of making certain amendments to the Conditions to reflect the new corporate structure of the Maple Group following the Acquisition and the Separation, including the introduction of the Guarantors to guarantee the payment obligations of the Issuer under the Notes and certain amendments in connection therewith, all as proposed by the Issuer for approval by a separate Extraordinary Resolution of the holders of each Series.
A separate meeting (each a "Meeting" and together, the "Meetings") of the Noteholders of each Series was held earlier today, 18 May 2026, in connection with the Consent Solicitations, and the Issuer now announces the results of the Meetings.
This announcement does not contain the full terms and conditions of the Consent Solicitations or the full text of the proposed amendments to the Conditions of each Series (the "Proposed Amendments"), which are contained in the Consent Solicitation Memorandum dated 24 April 2026 (the "Consent Solicitation Memorandum") prepared by the Issuer.
Unless otherwise indicated, capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum.
NOTICE IS HEREBY GIVEN to:
(i) the Noteholders that, in respect of each Series, the necessary quorum was achieved at the relevant Meeting, the relevant Extraordinary Resolution was passed, each of the Eligibility Condition and the Resolution Inter-conditionality has been satisfied by the Issuer, and that, subject to the Deed of Guarantee being entered into on 21 May 2026, the Consent Conditions have therefore been satisfied in respect of each such Series;
(ii) the Noteholders that (A) the Supplemental Agency Agreement in respect of each such Series will be executed by the Issuer and the relevant agents on 21 May 2026, (B) the Deed of Guarantee will be executed by the Issuer and the relevant guarantors on 21 May 2026 and (C) the Proposed Amendments will be implemented in respect of each such Series with effect on and from 21 May 2026; and
(iii) the Early Consent Fee Payment Date (on which the Early Consent Fee of 0.10 per cent. of the nominal amount of the relevant Notes will be paid to eligible holders of the Notes in the manner described in the Consent Solicitation Memorandum) will be 22 May 2026.
CONTACT INFORMATION
Further information relating to the Consent Solicitation can be obtained from the Solicitation Agents directly:
THE SOLICITATION AGENTS
| Deutsche Bank Aktiengesellschaft Mainzer Landstr. 11-17 60329 Frankfurt am Main Germany Telephone: +44 207 545 8011 Attention: Liability Management Group Email: JDEP@list.db.com | Goldman Sachs Bank Europe SE Marienturm Taunusanlage 9-10 D-60329 Frankfurt am Main Germany Telephone: +44 207 7744 836 Attention: Liability Management Group Email: liabilitymanagement.eu@gs.com | Morgan StanleyEurope SE Grosse Gallusstrasse 18 60310 Frankfurt am Main Germany Telephone: +44 20 7677 5040 Attention: Liability Management Team, Global Capital Markets, Global Capital Markets Email: tmgemea@morganstanley.com |
The contact details for the Tabulation Agent are set out below:
| THE TABULATION AGENT |
| Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG United Kingdom Attention: Arlind Bytyqi Telephone: +44 20 7704 0880 Email: jdep@is.kroll.com Website: https://deals.is.kroll.com/jdep |
DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. If any Noteholder is unsure of the impact of the implementation of the relevant Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.
MARKET ABUSE REGULATION
This press release contains information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
Attachment
- jde-peets-notice-of-results-of-consent-solicitations-in-respect-of-outstanding-euro-notes
