Eleving Group starts public offering of new Senior Secured and Guaranteed EUR 2025/2030 Bonds

Public Offer

• Offer to subscribe for new Senior Secured and Guaranteed EUR 2025/2030 Bonds (ISIN XS3167361651) with an issue price of EUR 1,000 per bond and a fixed interest rate of at least 9.5% p.a.
• Total volume of up to EUR 250 million corresponds to up to 250,000 bonds denominated at EUR 1,000 each.
• Subscription Period for Public Offer to retail investors starts on 6 October 2025, 09:00 CEST / 10:00 EEST, in Estonia, Latvia, Lithuania, Luxembourg, and Germany.
• Subscription Period ends on 17 October 2025, 13:00 CEST / 14:00 EEST (subject to early closing).*
• Parallel to the Public Offer, an Exchange Offer for Eleving Group’s outstanding EUR 150 million 9.50% Senior Secured Bonds due 2026 (ISIN XS2393240887) is running from 29 September 2025 until 15 October 2025, 13:00 CEST / 14:00 EEST. Existing bondholders may exchange their notes into the new 2025/2030 bonds at a 1:1 ratio.
• Eleving Group has announced a conditional call to redeem in full any Existing Bonds (2021/2026) not exchanged during the Exchange Offer, subject to the successful issuance of the new bonds and satisfaction of the related financing conditions (per the Existing Bonds’ terms and conditions).
• Final interest rate of bonds to be issued will be announced on or around 17 October 2025.

Eleving Group today starts the Public Offer of its new EUR 2025/2030 Bonds, expected to carry a B rating from Fitch Ratings, in Estonia, Latvia, Lithuania, Luxembourg, and Germany.

Public Offer Conditions

The new EUR 2025/2030 Bonds (ISIN XS3167361651) will be offered at an issue price of 100% per bond to retail investors for subscription in Estonia, Latvia, Lithuania, and Luxembourg, as well as in Germany via custodian banks and additionally via the DirectPlace subscription function of the Frankfurt Stock Exchange.

The total volume of the new bonds amounts to up to EUR 250 million, corresponding to up to 250,000 bonds denominated at EUR 1,000 each. The bonds carry a fixed annual coupon of at least 9.5% p.a., payable semi-annually on 31 March and 30 September of each year, commencing on 17 October 2025 and first payment on 31 March 2026. The bonds will mature on 24 October 2030.

The purposes of the issue are to refinance Eleving Group’s outstanding EUR 2021/2026 Bonds, refinance other existing liabilities, and to fund the growth of the Group’s loan portfolio and general corporate purposes.

Subscription Process

The Subscription Period for the Public Offer to retail investors starts on 6 October 2025, 09:00 CEST / 10:00 EEST, in Estonia, Latvia, Lithuania, Luxembourg, and Germany.

The Subscription Period ends on 17 October 2025, 13:00 CEST / 14:00 EEST (subject to early closing).

The Exchange Offer runs from 29 September 2025 until 15 October 2025, 13:00 CEST / 14:00 EEST.

*Collection deadline for subscription orders may differ depending on the investor’s custodian bank. Investors should contact their bank concerning the specific order collection deadline.

The settlement of the new EUR 2025/2030 Bonds is expected to occur on or around 24 October 2025.

The new EUR 2025/2030 Bonds are expected to be admitted to trading on the Regulated Market of the Frankfurt Stock Exchange (General Standard) and the Baltic Regulated Market of Nasdaq Riga on or around 24 October 2025.

Investors are invited to join the webinar with Modestas Sudnius (CEO), and Maris Kreics (CFO) on October 8, 2025, at 14:00 (CEST) / 15:00 (EEST). During the webinar, the Group's management will introduce everyone to the current public bond offering and share valuable insights into the company's projected growth. The presentation will be held in English, and all those of interest will be able to ask relevant questions during the Q&A session. Registration link is available here.

Eleving Group has mandated DNB Carnegie as Sole Global Coordinator and Joint Bookrunner. Gottex Brokers SA, BCP Securities Inc. and Signet Bank AS will serve as Joint Lead Managers and Joint Bookrunners, while Banque Internationale à Luxembourg SA (BIL) has been appointed as Sales Agent. Bankhaus Scheich Wertpapierspezialist AG will act as Sales & Listing Agent. Aalto Capital (Munich) supports Eleving Group in its capacity as Financial Advisor.

The securities prospectus approved by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg as well as other information and required documents regarding the subscription of the EUR 2025/2030 Bonds are is available on the Company’s website.