Eleving Group contemplates the issuance of new senior secured bonds, announces an exchange offer for its outstanding 2021/2026 bonds and publishes a conditional call notice of early redemption

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EQS-News: Eleving Group S.A. / Key word(s): Miscellaneous

29.09.2025 / 09:00 CET/CEST

The issuer is solely responsible for the content of this announcement.

Luxembourg/Riga 29 September 2025. Eleving Group announces the launch of a public exchange offer (the “Exchange Offer”) addressed to the holders of its existing 2021/2026 bonds (ISIN: ) (the “Existing Bonds”). Holders of these Existing Bonds are invited to exchange them for newly issued Eleving Group senior secured bonds of up to EUR 250 million, with a tenor of five years (ISIN: XS316736151), which are expected to carry a B rating from Fitch Ratings (the “New Bonds”). In parallel, Eleving Group has published a conditional call notice for the redemption (the “Conditional Call Option Notice”), subject to the conditions set out in the conditional call notice, of any Existing Bonds which have not been exchanged for the New Bonds in the context of the Exchange Offer. The redemption of the Existing Bonds is expected to be settled on or around 29 October 2025 or such later date to be indicated in a notice to be published by Eleving Group.The Exchange Offer period will take place from today, 29 September 2025, to 15 October 2025. During this period, holders of the Existing Bonds will have the opportunity to exchange their Existing Bonds for the New Bonds. Each Bond will have a nominal value of EUR 1,000.00, a tenor of five years from the issue date of the New Bonds and will carry a minimum fixed coupon rate of at least 9.5%. Interest will be payable semi-annually. The final coupon rate will be set and announced on or around 17 October 2025. Holders of the Existing Bonds will receive detailed instructions and documentation regarding the exchange process directly through their respective depository banks, ensuring that all eligible investors are informed of the terms and procedures.Upon submission of exchange instructions to their custodian bank, the respective Existing Bonds will be blocked from trading. Existing Bonds for which no exchange instructions are provided will remain freely tradable.Key terms of the exchange offer:

Exchange Offer period: 29 September 2025 to 15 October 2025 (14:00 EEST/ 13:00 CEST). Holders of the Existing Bonds should note that their custodian banks may apply for earlier internal deadlines.
Exchange ratio: 1:1, EUR 1,000.00 per the Existing Bonds for EUR 1,000.00 per the New Bonds.
Accrued interest: Unpaid interest for the period from and including 18 October until or around 24 October 2025 or any other alternative date, indicated at the absolute discretion of Eleving Group will be settled in cash.
Redemption of non-exchanged Existing Bonds: Holders of Existing Bonds who choose not to participate in the exchange will have their Existing Bonds redeemed at par on or around 29 October 2025, subject to the conditions set out in the Conditional Call Notice.
Coupon of new bonds: The Bonds will carry a fixed coupon of at least 9.5%, with the final rate to be determined on or around 17 October 2025.

The public offering of the new Bonds will be open to investors in Estonia, Latvia, Lithuania, Germany and Luxembourg. The subscription period will commence on 6 October 2025 (10:00 EEST / 9:00 CEST) and close on 17 October 2025 (14:00 EEST / 13:00 CEST).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.Eleving Group has mandated the appointed Joint Bookrunners and Sales Agent to arrange a series of fixed-income investor meetings commencing today, following which a transaction may proceed, subject to, inter alia, market conditions.“Over the last couple of years, Eleving Group has significantly strengthened its credit profile. Last year, we successfully completed our IPO, and more recently we received a rating upgrade from Fitch Ratings. We are also delivering strong financial results. We are stronger than ever, and that is why we are launching our largest bond offering to date – with plans to issue up to 250 million euros in bonds. With this issuance, we intend to refinance 150 million euros of existing bonds, as well as raise up to 100 million euros in additional capital to support the company’s further growth. We believe that the offered coupon range is highly competitive and attractive in the current market conditions. Therefore, I invite existing bondholders to participate in the exchange, while also encouraging new investors to take the opportunity to purchase new bonds,” said Eleving Group CEO Modestas Sudnius.The new bonds are expected to be listed for trading on or around 24 October 2025 on the regulated market of the Frankfurt Stock Exchange and on the Baltic regulated market of Nasdaq Riga.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 PROSPECTUS Summary (DE)Summary (EE)Summary (LT)Summary (LV)EXCHANGE OFFER INVITATIONCONDITIONAL CALL OPTION NOTICEAbout Eleving GroupEleving Group is a publicly listed international financial technology company founded in 2012. Today, the group operates in 16 countries across three continents, providing vehicle and consumer financing services. Since its founding, Eleving Group has served more than 1.4 million registered users. The Group employs over 3,292 people across its operations. The company’s headquarters are located in Riga, Latvia. Eleving Group ended the year 2024 with a turnover of 216 million euros, and the company’s net profit reached 29.6 million euros.In May 2025, Fitch Ratings improved Eleving Group’s Long-Term Issuer Default Rating from 'B' with a stable outlook to 'B' with a positive outlook.Since October 16, 2024, Eleving Group shares have been listed on both the Nasdaq Baltic Official List and the Frankfurt Stock Exchange Prime Standard.Additional information:Elīna DobulāneGroup’s Chief Corporate Affairs Officer, Eleving Groupelina.dobulane@eleving.com | +371 25959447

29.09.2025 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group.

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Language:	English
Company:	Eleving Group S.A.
	8-10 avenue de la Gare
	1610 Luxembourg
	Luxemburg
Internet:	www.eleving.com
ISIN:	,
WKN:	A40Q8F , A3KXK8
Listed:	Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange; SIX
EQS News ID:	2204766


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Eleving Group contemplates the issuance of new senior secured bonds, announces an exchange offer for its outstanding 2021/2026 bonds and publishes a conditional call notice of early redemption

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