Eleving Group S.A.: Eleving Group commences Exchange Offer for Bondholders of Mogo AS 2021/2024 bonds

• Exchange offer period for bondholders of Mogo AS unsecured bonds with ISIN code LV0000802452 from September 26 to October 13, 2023, 14:00 EET.
• 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 in the range of 12 to 13.5%.
• 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.
• Exchange Offer Notice can be found at www.invest.eleving.com and www.eleving.com/investors. For detailed information about the settlement process see below.
• Bondholders of Mogo AS unsecured bonds are encouraged to reach out to their depository banks, Signet Bank or Eleving Group for further information.

Riga, Latvia, 26 September 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 launched the offer to exchange the 2021/2024 bonds issued by Eleving Group’s subsidiary Mogo AS (ISIN LV0000802452) for a new senior secured and guaranteed EUR bond offering, expected to be rated B- by Fitch, maturing in 2028.
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. Each bond has a nominal value of EUR 100.00. The new bonds maturing in 2028 will have a coupon rate of 12-13.5% and interest payable quarterly. The final coupon will be determined on or around October 2, 2023.
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 to existing bondholders of Mogo AS 2021/2024 to take any action during the exchange offer.
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 www.invest.eleving.com and www.eleving.com/investors.
Information for all custodian banks and investors: Bondholders of Mogo AS 2021/2024 (ISIN LV0000802452) willing to exchange their Mogo AS unsecured bonds have to place an instruction with their depository bank to do an FOP (free of payment) delivery of Mogo AS 2021/2024 (ISIN LV0000802452) bonds to Eleving Group S.A. account number LV15LLBB0003204002282 with Signet Bank (account in Nasdaq CSD: LLBBLV2XXXX), with Trade Date (October 13, 2023) and Settlement Date (October 31, 2023). In order to receive the new senior secured and guaranteed EUR bonds (ISIN DE000A3LL7M4), bondholders need to place a FOP (free of payment) receipt instruction of the new senior secured EUR bonds (ISIN DE000A3LL7M4) from Eleving Group S.A. with Signet Bank (account in Clearstream 29913) with Trade Date October 31, 2023 and Settlement Date November 2, 2023. Please inform Eleving Group about the placed orders at: investors@eleving.com, (or alternatively at +371 24332308 for other inquiries).
Eleving Group 2023/2028 note (ISIN DE000A3LL7M4) public offering in Estonia, Latvia, Lithuania, and Germany will start on October 2 and will end on October 20, 2023. More detailed information will be published in due course. Furthermore, a private placement for professional investors will take place.
The new Eleving Group 2023/2028 bonds are expected to be listed for 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.
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 of up to EUR 75 million Senior Secured Guaranteed Bonds maturing in 2028.
Aalto Capital (Germany) acts as the Global Coordinator as well as the Financial Advisor to the Group.
The securities prospectus approved by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg is now available on the Company’s website at: www.eleving.com/investors.
Modestas Sudnius, Group CEO of Eleving Group, commented: "Given our global ambitions and rapid growth, tapping the capital markets is a strategic activity for our company. The financial instruments raised to date have been one of the key drivers contributing to the growth of the Eleving Group's net portfolio. This is an excellent time for investors to purchase Baltic corporate bonds, as they are offered with an attractive interest rates, which in turn translates into higher investment returns. In addition, the range of the coupon rate we are offering far exceeds various other investment opportunities, including bank deposits. It is important to note that the bond return is fixed throughout the commitment period, and bondholders continue to receive a consistently high and fixed interest income," said Modestas Sudnius, CEO of Eleving Group, about the new bond issue.
At the same time, Sudnius underlines that in the almost ten years that Eleving Group has been actively participating in the capital markets, it has shown remarkable results not only in business performance but also in the fulfillment of its capital market obligations. This has built investor confidence over time, and the company has experienced increasing investor interest in each successive bond issue campaign.
Eleving Group, founded in 2012 under the name Mogo Finance, currently operates in 16 global markets and on three continents, offering financial services in the mobility and consumer segments. The Group includes the mobility brands Mogo, Primero, Renti, and OX Drive, and the vehicle finance segment accounts for 70% of its operations. In contrast, the consumer finance segment, with Kredo, Sebo, Tigo, and the recently integrated ExpressCredit business, accounts for around 30% of the portfolio. The Group's historical customer base exceeds 500,000 customers worldwide, while the total volume of loans issued is approximately EUR 1.5 billion. The Group's main mission is to serve groups of society that are not customers of traditional banks and to promote an inclusive economy through innovative, easy-to-use, and understandable financial products. The Group ended the first six months of 2023 with solid results across all key business metrics, achieving EBITDA of 36.1 mln and reporting 90.6 mln in revenue and 13.6 mln in net profit before FX. The Group's net portfolio remained stable (EUR 295.1 mln) compared to the previous reporting period for the first three months of 2023. In the second quarter of this year, the international credit rating agency Fitch affirmed Eleving Group's B- rating with a stable outlook.
All information on the offering process, the securities prospectus approved by the CSSF, and the documents for inspection are available on the Group’s website: https://eleving.com/investors.
More about the bond issuance campaign can be found on the Group’s investment website: invest.eleving.com.
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