Corporate News
LR Health & Beauty SE lays foundation for positive future business performance with new financing structure
LR Health & Beauty SE lays foundation for positive future business performance with new financing structure
- Company receives EUR 20 million of new capital and significantly reduces debt
- Sustainable financing structure creates basis to implement targeted strategic measures to consistently drive LR’s success story
Ahlen, 11 February 2026 – LR Health & Beauty SE, Europe’s leading social commerce company for high-quality nutritional supplements and beauty products, has today taken an important step to realign its financing structure. An agreement was reached with significant investors in the Company concerning a comprehensive restructuring of its 2024/2028 Bond (ISIN: NO0013149658) (the “Bond”) and the Company’s capital structure. This agreement provides for an aggregate injection of fresh capital of EUR 20 million. At the same time, the Company's debt structure is being significantly reduced and restructured.
Jörg Körfer, Chief Executive Officer of LR Health & Beauty SE, comments: “With this agreement on a realignment of our financing structure, we have reached an important milestone to reposition the LR Group to make it viable for the future. On the basis of a solid financing structure, we aim to initiate targeted strategic measures to now bring the LR Group onto a successful trajectory. The consistent digitalisation of our business processes, a focused further development of our product portfolio and our expansion into new markets are to play a central role in this context. Furthermore, our strong partner community represents an important foundation for the future success of our Company. Following the successful start-of-year events and the launch of an innovative new product under the LR Body Mission brand, we aim to create additional incentives for our partners' activities in the course of the year with promising product innovations.”
LR Group
Under the motto “More quality for your life”, the LR Group – headquartered in the town of Ahlen/Westphalia – successfully produces and distributes various high-quality nutritional supplements and cosmetic products in 32 countries. As an attractive Social Commerce Company, LR supports the personal exchange in its community with efficient, digital solutions. The holistic tool “LR neo” offers the international partnership all business-relevant key figures and information for their LR business in one dashboard.
Since 1985, LR has been firmly established in the market as a “people business” with a focus on people and personal consultation. In times of changing working environments, the business model is particularly appealing to those who are looking for more flexibility, a better work-life balance and greater financial independence.
The processing of aloe vera has been one of LR’s core competencies for over 20 years. Only the leaf’s valuable inside is used for the products. In Ahlen, the company has built one of the most modern aloe vera production facilities for aloe vera drinking gels in Europe.
In the fall of 2009, LR founded the LR Global Kids Fund e.V., which supports disadvantaged children and their families in many countries around the world efficiently and without the usual red tape in cooperation with local institutions. For further information on our commitment to sustainability, please read our Sustainability Report.
Contact:
PR Contact:
LR Health & Beauty SE
Almut Kellermeyer
Head of Corporate Communication
Kruppstraße 55
59227 Ahlen
Phone: +49(0)2382 7658-106
E-mail: a.kellermeyer@LRworld.com
https://ir.lrworld.com/
IR Contact:
cometis AG
Thorben Burbach
Unter den Eichen 7 | Building D
65195 Wiesbaden
Phone: +49(0)611 - 205855-23
Fax: +49(0)611 - 205855-66
E-mail: burbach@cometis.de
NOTICE TO BONDHOLDERS REGARDING RESTRUCTURING AND BACKSTOP PARTICIPATION
Denna kallelse till obligationsinnehavarna är endast utformad på engelska.
Stockholm, 11 February 2026
To the Bondholders in:
ISIN: NO0013149658 – LR Health & Beauty SE EUR 130,000,000 Senior Secured Callable Floating Rate Bonds 2024/2028
NOTICE TO BONDHOLDERS REGARDING RESTRUCTURING AND BACKSTOP PARTICIPATION
Nordic Trustee & Agency AB (publ) acts as agent (the “Agent”) for the holders of the bonds (the “Bondholders”) in the above mentioned bond issue NO0013149658 with an aggregated amount outstanding of EUR 130,000,000 (the “Bonds”) issued by LR Health & Beauty SE (the “Issuer”).
All capitalised terms used herein and not otherwise defined in this notice shall have the meanings assigned to them in the terms and conditions of the Bonds as amended and/or restated from time to time.
The Agent has been informed by the Issuer that the Issuer has entered into an agreement (the “Agreement”) with Bondholders representing more than two thirds (2/3) of the Outstanding Nominal Amount of the Bonds as well as the Issuer’s shareholder regarding a comprehensive restructuring of the Bonds and the Issuer’s capital structure.
The restructuring comprises an aggregate equity and debt injection of EUR 20 million in new capital, consisting of a (i) EUR 10 million equity contribution of which EUR 7.5 million shall be provided by the Bondholders (the “Share Issue”) and (ii) EUR 10 million in New Money Senior Bonds (as defined below).
The Issuer’s debt structure will be significantly downsized and restructured as follows:
- Senior secured debt of EUR 62.5 million comprising of the following tranches which will rank pari passu with each other and carry a fixed cash interest of 6.75% per annum:
- EUR 10 million new money senior bonds (the “New Money Senior Bonds”), to be subscribed for in cash by Bondholders (offered pro rata to all Bondholders).
- EUR 20 million reinstated elevated bonds (the “Reinstated Elevated Bonds”), allocated pro rata to Bondholders who participate in the New Money Senior Bonds.
- EUR 32.5 million reinstated bonds (the “Reinstated Bonds”), allocated pro rata to all existing Bondholders.
- Unsecured subordinated junior bonds of EUR 27.5 million (the “Junior Bonds”), allocated pro rata to all existing Bondholders, with payment-in-kind interest stepping up linearly from 6% per annum year one to 10% per annum year five, maturing in 2031.
- The part of the nominal amount of the Bonds (including accrued interest thereunder) that is not reinstated into Reinstated Elevated Bonds, Reinstated Bonds or Junior Bonds shall be written off in its entirety.
The New Money Senior Bonds and the equity contribution under the Share Issue will be fully backstopped by certain major Bondholders (such backstop providers being the “Original Backstop Providers”, and each backstop provider being a “Backstop Provider”) who have committed to subscribe for any portion of the New Money Senior Bonds and shares in the Share Issue not taken up by other Bondholders exercising their pro rata subscription rights, thereby ensuring that the restructuring is fully funded. Each Backstop Provider's undertakings shall be pro rata in relation to the amount of its pro rata share of the total amount of Bonds held by all Backstop Providers, for the amount that New Money Senior Bonds and/or shares in the Share Issue are not subscribed for by holders of Bonds pursuant to their pro rata subscription rights.
Bondholders who are not already committed as Backstop Providers may elect to become Backstop Providers in relation to one or both of the New Money Senior Bonds and equity contribution in the Share Issue by notifying the Agent’s legal counsel in accordance with the procedure set out below. To qualify as a Backstop Provider, a Bondholder must hold Bonds with a total Nominal Amount of a minimum of EUR 100,000 and no later than 23:00 (CET) on 16 February 2026:
- be a party to the Agreement (either as an original party or by acceding thereto);
- confirm in which of the New Money Senior Bonds and the Share Issue the Bondholder intends to participate as a Backstop Provider (the “Backstop Confirmation”);
- provide proof of holdings in respect of the Bonds held by such Bondholder (the “Proof of Holding”); and
- provide proof of funds covering no less than an amount calculated as set out below (the “Proof of Funds”, jointly with the Backstop Confirmation and the Proof of Holdings, the “Backstop Provider Confirmations”).
The required Proof of Funds will be calculated as (i) the relevant holder of Bonds’ pro rata share of the New Money Senior Bonds and/or Share Issue based on its pro rata share of the Bonds (the “Pro Rata Share”) plus (ii) the relevant holder of Bonds’ maximum proportionate share of the EUR 20 million total backstop amount (the “Backstop Share”). Each of the Pro Rata Share and Backstop Share shall be calculated as set out below, such calculations to be provided together with the Proof of Funds by any holder of Bonds’ who intends to participate as a Backstop Provider.
Pro Rata Share Formula : Pro Rata Share = (Bond Holding / 130,000,000) × 20,000,000
Backstop Share Formula : Backstop Share = (Bond Holding / (60,443,000 + Bond Holding)) × 20,000,000
Example calculated on the basis of a Bondholder holding Bonds with an aggregate Nominal Amount EUR 6,000,000:
Pro Rata Share: (6,000,000 / 130,000,000) × 20,000,000 = EUR 923,077
Backstop Share: (6,000,000 / 66,443,000) × 20,000,000 = EUR 1,806,059
Total Proof of Funds: EUR 923,077 + EUR 1,806,059 = EUR 2,729,136
A Bondholder shall only be permitted to participate as a Backstop Provider if it participates with the full amount of the Bonds it holds and shall not be permitted to limit its backstop undertaking.
In its capacity as Agent and at the request of the Issuer, the Agent hereby gives notice to the Bondholders that any Bondholders who wish to participate in the restructuring as Backstop Providers shall notify the Agent’s legal counsel, Roschier Advokatbyrå AB, by email to Carl.Broden@roschier.com, axel.thorn-kock@roschier.com and Kelvin.Bortey.Ekenkrantz@roschier.com no later than 23:00 CET on Monday 16 February and provide sufficient information and/or evidence in respect of each of the Backstop Provider Confirmations and, if applicable, request to accede to the Agreement.
______________________________________________
Stockholm, 11 February 2026
NORDIC TRUSTEE & AGENCY AB (PUBL)
as Agent
LR Health & Beauty SE: Written Procedure under the 2024/2028 Bonds has been successfully concluded
LR Health & Beauty SE: Written Procedure under the 2024/2028 Bonds has been successfully concluded
Ahlen, 28 November 2025 – On 14 November 2025, LR Health & Beauty SE (the “Company”) initiated a written procedure under the terms and conditions for the Company’s 2024/2028 bonds (ISIN: NO0013149658) (the “Bonds”) to request certain temporary waivers relating to postponement of interest payments and non-compliance with the maintenance test (including the leverage covenant) for a period up to and including 28 February 2026 (the “Written Procedure”).
Deadline for voting in the Written Procedure was 15:00 hrs CET today. Votes representing a sufficient part of the adjusted nominal amount of the Bonds were obtained in order to form a quorum and a requisite majority of the adjusted nominal amount voted in favour of the temporary waivers in the Written Procedure.
The agent under the Bonds has further confirmed that the conditions set out in section 4 (Effectiveness) in the notice of the Written Procedure have been fulfilled. Consequently, the temporary waivers are effective immediately.
For further information regarding the Written Procedure, please refer to the notice of the Written Procedure which is accessible on the Company’s website at https://ir.lrworld.com/en/bond/.
LR Group
Under the motto “More quality for your life”, the LR Group – headquartered in the town of Ahlen/Westphalia – successfully produces and distributes various high-quality nutritional supplements and cosmetic products in 32 countries. As an attractive Social Commerce Company, LR supports the personal exchange in its community with efficient, digital solutions. The holistic tool “LR neo” offers the international partnership all business-relevant key figures and information for their LR business in one dashboard.
Since 1985, LR has been firmly established in the market as a “people business” with a focus on people and personal consultation. In times of changing working environments, the business model is particularly appealing to those who are looking for more flexibility, a better work-life balance and greater financial independence.
The processing of aloe vera has been one of LR’s core competencies for over 20 years. Only the leaf’s valuable inside is used for the products. In Ahlen, the company has built one of the most modern aloe vera production facilities for aloe vera drinking gels in Europe.
In the fall of 2009, LR founded the LR Global Kids Fund e.V., which supports disadvantaged children and their families in many countries around the world efficiently and without the usual red tape in cooperation with local institutions. For further information on our commitment to sustainability, please read our Sustainability Report.
LR currently has around 1,200 employees and hundreds of thousands of registered community members.
Contact:
PR Contact:
LR Health & Beauty SE
Almut Kellermeyer
Head of Corporate Communication
Kruppstraße 55
59227 Ahlen
Phone: +49(0)2382 7658-106
E-mail: a.kellermeyer@LRworld.com
https://ir.lrworld.com/
IR Contact:
cometis AG
Thorben Burbach
Unter den Eichen 7 | Building D
65195 Wiesbaden
Phone: +49(0)611 - 205855-23
Fax: +49(0)611 - 205855-66
E-mail: burbach@cometis.de
Ad-hoc Announcements
LR HEALTH & BEAUTY SE REACHES AN AGREEMENT WITH BONDHOLDERS AND SHAREHOLDER REGARDING A COMPREHENSIVE RESTRUCTURING OF THE 2024/2028 BOND – EUR 20 MILLION IN NEW CAPITAL AND SIGNIFICANTLY REDUCED DEBT STRUCTURE
Disclosure of an inside information according to Art. 17 of the Regulation (EU) No. 596/2014 (Market Abuse Regulation – MAR)
LR HEALTH & BEAUTY SE REACHES AN AGREEMENT WITH BONDHOLDERS AND SHAREHOLDER REGARDING A COMPREHENSIVE RESTRUCTURING OF THE 2024/2028 BOND – EUR 20 MILLION IN NEW CAPITAL AND SIGNIFICANTLY REDUCED DEBT STRUCTURE
Ahlen, 11 February 2026 – Today, LR Health & Beauty SE (the “Company”) reached an agreement with bondholders representing more than two thirds (2/3) of the nominal amount of the Company’s outstanding 2024/2028 bonds (ISIN: NO0013149658) (the “Bonds”) as well as the Company’s shareholder regarding a comprehensive restructuring of the Bonds and the Company’s capital structure.
The restructuring comprises an aggregate equity and debt injection of EUR 20 million in new capital, consisting of a (i) EUR 10 million equity contribution and (ii) EUR 10 million in New Money Senior Bonds (as defined below). The shareholder Evoco will continue its commitment to the Company demonstrating confidence and support to the Company.
The Company’s debt structure will be significantly downsized and restructured as follows:
- Senior secured debt of EUR 62.5 million comprising of the following tranches which will rank pari passu with each other and carry a fixed cash interest of 6.75% per annum:
- EUR 10 million new money senior bonds (the “New Money Senior Bonds”), to be subscribed for in cash by bondholders (offered pro rata to all bondholders). The New Money Senior Bond issue will be fully backstopped by certain major bondholders.
- EUR 20 million reinstated elevated bonds (the “Reinstated Elevated Bonds”), allocated pro rata to bondholders who participate in the New Money Senior Bonds.
- EUR 32.5 million reinstated bonds (the “Reinstated Bonds”), allocated pro rata to all existing bondholders.
- Unsecured subordinated junior bonds of EUR 27.5 million (the “Junior Bonds”), allocated pro rata to all existing bondholders, with payment-in-kind interest stepping up linearly from 6% per annum year one to 10% per annum year five, maturing in 2031.
- The part of the nominal amount of the Bonds (including accrued interest thereunder) that is not reinstated into Reinstated Elevated Bonds, Reinstated Bonds or Junior Bonds shall be written off in its entirety.
The agreement is set out in a lock-up agreement entered into between the Company, its shareholder and bondholders representing more than two thirds (2/3) of the nominal amount for the Bonds, whereunder inter alia the parties have undertaken to implement the comprehensive restructuring and the bondholders have agreed to not accelerate the Bonds during the lock-up period (ending 30 April 2026). Implementation of the restructuring is subject to approval by bondholders in one or several written procedures and by formal shareholder approval, and shall be completed by the end of the lock-up period.
IR contact:
cometis AG
Thorben Burbach
Unter den Eichen 7 | Gebäude D
65195 Wiesbaden
Phone: +49(0)611 - 205855-23
Fax: +49(0)611 - 205855-66
E-mail: burbach@cometis.de
End of inside information
LR HEALTH & BEAUTY SE: PRELIMINARY RESULTS FOR FINANCIAL YEAR 2025 / TARGETED EQUITY CONTRIBUTION / TARGETED RESTRUCTURING OF THE 2024/2028 BONDS
Disclosure of an inside information according to Art. 17 of the Regulation (EU) No. 596/2014 (Market Abuse Regulation – MAR)
LR HEALTH & BEAUTY SE: PRELIMINARY RESULTS FOR FINANCIAL YEAR 2025 / TARGETED EQUITY CONTRIBUTION / TARGETED RESTRUCTURING OF THE 2024/2028 BONDS
Ahlen, 23 January 2026 – Today, based on the preliminary financial results for the financial year 2025, the Management Board of LR Health & Beauty SE (the “Company”) expects an EBITDA* reported of around EUR 16 million for the financial year 2025 (previously expected to be between EUR 17.0 million and EUR 20.0 million). At the same time, the Management Board of the Company expects sales (revenue from goods sold) of around EUR 277 million for the full year 2025 (previously expected to be between EUR 276 million and EUR 281 million).
Also today, EY-Parthenon announced the completion of a draft IDW S 6 restructuring opinion in respect of the Company. Pursuant to the analysis set out in that draft restructuring opinion, the Company will for the financial year 2028 achieve an EBITDA* of EUR 27.3 million and sales of EUR 281.5 million in the sensitivity case, and an EBITDA* of EUR 31.4 million as well as sales of EUR 284.7 million in the management case.
Against this background, the Company decided today to enter into discussions with its shareholder and with the bondholders of the Company’s outstanding 2024/2028 bonds (ISIN: NO0013149658) (the “Bonds”). The aim of such discussions is to explore the possibility of a financial restructuring of the Company comprising (the following measures together the “Restructuring Measures”):
- an equity contribution from the Company’s shareholder in the amount of EUR 10 million for financing of the Company’s operating business; and
- bondholder approval of certain amendments to the terms and conditions of the Bonds (through a new written procedure under the Bonds) in respect of:
- a write-down of 55 % of the nominal amount of the Bonds on a pro rata basis (including the capitalised interest in respect of the interest payments under the Bonds due in November 2025 and February 2026), after which the outstanding nominal amount under the Bonds will amount to EUR 61.3 million;
- an extension of the term of the Bonds until 31 December 2029;
- a deferral of the interest payments under the Bonds due in November 2025 and February 2026 (on a capitalising basis and subject to write-down mechanism set out above) and other interest payments under the Bonds due during the period up to and including May 2027 (on a capitalising basis) until the Bonds’ extended maturity date;
- cash sweep mechanisms for excess cash over a EUR 15 million threshold; and
- a contractual right (Besserungsschein) for the bondholders to receive cash in an aggregate amount of up to EUR 74.9 million (being equal to the written down amount) out of any excess cash received out of a refinancing of the Bonds.
The holders of the Bonds shall be entitled to participate in the refinancing process.
If the Restructuring Measures cannot be implemented, it is currently assumed that the holders of the Bond could expect an insolvency quota of around 6% in an insolvency liquidation scenario.
IR contact:
cometis AG
Thorben Burbach
Unter den Eichen 7 | Gebäude D
65195 Wiesbaden
Phone: +49(0)611 - 205855-23
Fax: +49(0)611 - 205855-66
E-mail: burbach@cometis.de
*EBITDA, based on IFRS as used in the unaudited consolidated interim report of the Company for Q3 2025 which can be found on the Company’s website at https://media.lrworld.com/IR/Interim_Report_Q3_2025.pdf.
End of inside information
LR HEALTH & BEAUTY SE RECEIVES SUPPORTING VOTING INTENTIONS BY 69.57% OF THE ADJUSTED NOMINAL AMOUNT FOR TEMPORARY WAIVERS UNDER THE 2024/2028 BONDS
Ad-hoc Announcements - LR Health & Beauty SE | 2025-11-25 | 6.30 p.m.
Disclosure of an inside information according to Art. 17 of the Regulation (EU) No. 596/2014 (Market Abuse Regulation – MAR)
LR HEALTH & BEAUTY SE RECEIVES SUPPORTING VOTING INTENTIONS BY 69.57% OF THE ADJUSTED NOMINAL AMOUNT FOR TEMPORARY WAIVERS UNDER THE 2024/2028 BONDS
Ahlen, 25 November 2025 – Today, LR Health & Beauty SE (the “Company”) was informed that bondholders representing approximately 69.57% of the adjusted nominal amount of the Company’s 2024/2028 bonds (ISIN: NO0013149658) (the “Bonds”) had expressed their intention to vote in favour of the temporary waivers, relating to postponement of interest payments and non-compliance with the maintenance test (including the leverage covenant) for a period up to and including 28 February 2026, that were requested in the written procedure initiated by the Company on 14 November 2025 under the terms and conditions of the Bonds (the “Written Procedure”).
Under the Written Procedure, a quorum of at least 50% of the adjusted nominal amount of the Bonds and a voting majority of at least 66.67% (two-thirds majority) of the adjusted nominal amount of the holders of the Bonds participating in the Written Procedure is required. Deadline for voting is 15:00 hrs CET on 28 November 2025.
For further information regarding the Written Procedure, please refer to the notice of the written procedure which is accessible on the Company’s website at https://ir.lrworld.com/en/bond/.
IR contact:
cometis AG
Thorben Burbach
Unter den Eichen 7 | Gebäude D
65195 Wiesbaden
Phone: +49(0)611 - 205855-23
Fax: +49(0)611 - 205855-66
E-mail: burbach@cometis.de
End of inside information
Directors‘ Dealings
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