Public offer 

• The subscription period for public offering for retail investors in Latvia, Estonia, and Lithuania is set from October 2 until October 20, 2023, 14:00 (EEST)*. 
• The subscription period for the public offering for retail investors in Germany is set from October 4 until October 20, 2023, 14:00 (EEST)*. 
• The fixed annual coupon rate for the new Eleving Group Senior Secured and Guaranteed bonds (ISIN DE000A3LL7M4) is set at 13% p.a. with quarterly interest payments. 
• The new bonds will mature in 2028.  
• The minimum investment is set at EUR 1,000.00, whereby the denomination of the new Eleving Group EUR bonds is EUR 100. 

Exchange offer 

• Exchange offer period for bondholders of Mogo AS unsecured bonds (ISIN  LV0000802452) from September 26 to October 13, 2023, 14:00 (EEST)*.  
• During the exchange offer, existing bondholders have the opportunity to exchange their Mogo AS unsecured bonds for new Eleving Group’s senior secured and guaranteed EUR bonds with a higher coupon rate set at 13% p.a. with quarterly interest payments.  
• The exchange ratio is 1:10, as a result of different denominations of the bonds, i.e., Mogo 2021/2024 notes (ISIN LV0000802452) denominated at EUR 1 000.00 each, and the new Eleving Group 2023/2028 notes (ISIN DE000A3LL7M4) at EUR 100.00 each. 

*Subscription order collection deadline might differ depending on the investor’s chosen bank. Investors should contact their broker concerning the specific order collection deadline. 

Riga, Latvia, September 28, 2023. Eleving Group (“the Issuer”), a Latvian head-quartered leading provider of financial and mobility solutions in Central Europe, CIS, Eastern, and Sub-Saharan Africa, rated B- (stable) by Fitch Ratings, today started the public offering in Estonia, Latvia, and Lithuania of the new EUR 2023/2028 bonds with ISIN (DE000A3LL7M4). The public offering in Germany will start on October 4. Investors can subscribe to the bonds through their custodian banks until October 20. 

The new Eleving Group´s senior secured and guaranteed EUR bonds (ISIN DE000A3LL7M4) maturing in 2028 will be offered with a coupon rate of 13% p.a. and quarterly interest payments. The respective bonds have a nominal value of EUR 100.00, and the minimum investment is EUR 1,000.00.  

Retail investors may submit their orders: 

• in Estonia: LHV Bank, Swedbank, SEB; 
• in Latvia: Swedbank, SEB, Citadele, Luminor, Signet Bank, BluOr Bank; 
• in Lithuania: Swedbank, Šiaulių Bank, SEB, Luminor; 
• In Germany: Deutsche Börse subscription functionality (DirectPlace) via existing depository banks (Depotbanken). 

The exchange offer period of Eleving Group’s new bonds is set to last from September 26 until October 13, 2023. All existing holders of Mogo AS unsecured bonds (ISIN LV0000802452) are offered the opportunity to exchange their existing bonds for new Eleving Group senior secured and guaranteed bonds with a higher coupon rate. As a result of the different denominations of the bonds, the exchange ratio equals 1:10, i.e., one Mogo AS bond (ISIN LV0000802452) entitles the holder to exchange to ten new Eleving Group’s EUR bond (ISIN DE000A3LL7M4). The exchange is entirely voluntary, and there are no obligations for existing Mogo AS 2021/2024 bondholders to take any action during the exchange offer. The exchange offer will end on October 13, 2023, at 14:00 (EEST) 

Bondholders of Mogo AS 2021/2024 are encouraged to reach out to their depositary banks, Eleving Group or Signet Bank since each account manager uses technical solutions corresponding to their systems, which support the execution and purpose of the voluntary exchange offer. Further information on the Exchange Notice can be found at https://invest.eleving.com/ and https://eleving.com/investors.  

Eleving Group has mandated Signet Bank AS (Latvia), Redgate Capital AS (Estonia), Evernord UAB FMĮ (Lithuania), and Bankhaus Scheich Wertpapierspezialist AG (Germany) to arrange a series of European professional investor meetings in connection with the new bond offering 

Aalto Capital (Germany) acts as the Global Coordinator as well as the Financial Advisor to the Group. 

Main terms of the offering 

Eleving Group is offering up to 750 000 Senior Secured and Guaranteed bonds (ISIN DE000A3LL7M4), with a nominal value of EUR 100.00 and a maximum aggregate nominal value of EUR 75 000 000. The maturity date is set at  October 31, 2028, and the interest rate of 13% per annum is payable quarterly. 

The Bonds constitute direct, general, unconditional, unsubordinated, and secured obligations of the Issuer. The Bonds will at all times rank pari passu in right of payment with all other present and future secured obligations of the Issuer and senior to all its existing and future subordinated debt. 

Timetable of the Offering 

September 26 – Publication of the Exchange Offer Invitation on the Issuer’s website 

September 26 – Start of the Exchange Offer period 

October 2 – Start of the Public Offer period 

October 13 – End of the Exchange Offer period 

October 16 – Announcement of the results of the Exchange Offering 

October 20 – End of the Public Offer period and announcement of the results of the Cash Offering 

October 31 – Settlement of the Offering 

October 31 – Commencement of trading 

Detailed information is available in the Prospectus: https://eleving.com/investors  

The new Eleving Group 2023/2028 bonds allocated to investors are expected to be transferred to their securities accounts on or about 31 October, 2023. The Issuer will, simultaneously with the Offering, apply for the listing and for the admission to trading of the bonds on the Baltic regulated market of Nasdaq Riga Stock Exchange and the Frankfurt Stock Exchange’s regulated market (General Standard). The new Eleving Group 2023/2028 bonds are expected to be admitted to trading on or around October 31, 2023, on the Frankfurt Stock Exchange’s regulated market (General Standard) and the Baltic regulated market of the Nasdaq Riga Stock Exchange.    

The securities prospectus approved by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg is now available on the Company’s website at https://eleving.com/investors. 

More about Eleving Group  

www.eleving.com  

Contact information for existing bondholders and new investors  

Eleving Group, investors@eleving.com, (or alternatively at +371 24332308 for other inquiries)  

Signet Bank, invest@signetbank.com, + 371 67081058   

For media inquiries  

Arturs Cakars, Eleving Group Chief Corporate Affairs Officer, arturs.cakars@eleving.com, +371 25940357