Eleving Group – start of the Initial Public Offering (IPO)

Key terms of the Offering

• Shares to be offered within a price range of EUR 1.60 – 1.85 per share
• The offered price range implies an equity value of EUR 160-185 million before the issuance of new shares
• Up to 24.5 million ordinary shares are offered
• Gross proceeds target for Eleving Group up to EUR 27 million for Base Shares and up to EUR 30 million including Overallotment Shares
• Potential Upsize option for existing shareholders of Eleving Group up to EUR 10 million

• Offer period for all investors (institutional and retail investors in Latvia, Lithuania, Estonia, and Germany) to commence on September 23, 10:00 CEST / 11:00 EEST to October 8, 14:30 CEST / 15:30 EEST
• The minimum investment is one share
• International Securities Identification Number (ISIN): LU2818110020

Eleving Group, a pan-Baltic-headquartered and Luxembourg-domiciled global fintech company operating in the vehicle and consumer financing business, has started its IPO that will last until October 8, 14:30 CEST / 15:30 EEST. The first day of trading on the Nasdaq Riga Stock Exchange's Baltic Main List and the Frankfurt Stock Exchange's regulated market (Prime Standard) is expected on or around October 16.

The IPO consists of Eleving Group (i) issuing up to 16,900,000 newly issued ordinary shares (“Base Shares”), (ii) offering up to 6,000,000 existing ordinary shares from the holdings by all shareholders of Eleving Group (“Upsize Shares”) and (iii) issuing up to 1,600,000 newly issued ordinary shares (“Overallotment Shares”). Up to 14.5% of Eleving Group shares are offered in the base scenario. The price range is set between EUR 1.60 and 1.85 per share.

Orders submitted in the retail offering must be submitted at a price corresponding to the highest level of the price range, i.e., EUR 1.85 per share. If the final offer price is lower than the maximum price of EUR 1.85 per share, the difference will be refunded to investors. The final offer price will be determined through a book-building process and will be the same for investors in both retail and institutional offerings. If there is an oversubscription or the public offer is partially or fully canceled, one may not receive all the shares it has applied for. Payment will only be required for the shares that are actually allocated, and any excess funds will be refunded to the bank account. The existing shareholders of Eleving Group will be subject to a 24-month customary lock-up period as further described in the Prospectus.

Shares are offered by way of a) a public offer to retail investors in Latvia, Estonia, Lithuania, and Germany (Retail Offering) and b) a private placement to qualified investors within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (Prospectus Regulation) in certain selected member states of the European Economic Area and to other selected investors in reliance on certain exemptions available under the laws of respective member states (Institutional Offering).

Eleving Group plans to use the net proceeds of the IPO to develop the business of the Group and its consolidated subsidiaries by launching new products, opening new markets, continuing portfolio development in its existing markets, and achieving better access to capital markets. In the short term, the net proceeds may be allocated to redeem existing debt to lower financing costs and for general corporate purposes.

Retail investors may submit their orders:

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

Timetable of the Offering

• Start of the subscription – September 23, 10:00 CEST / 11:00 EEST, 2024
• End of the subscription – October 8, 14:30 CEST / 15:30 EEST, 2024
• Announcement of results – on or around October 9, 2024
• First day of trading – on or around October 16, 2024

The securities prospectus approved by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg and notified to the Estonian Financial Supervisory Authority (Finantsinspektsioon), Bank of Latvia (Latvijas Banka), Bank of Lithuania (Lietuvos Bankas) and to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) is available on the Company’s website at https://eleving.com/investors and on https://ipo.eleving.com/.

The IPO's lead Arranger and Joint Bookrunner is AS LHV Pank, while Auerbach Grayson & CO LLC, Signet Bank AS, and M.M. Warburg & CO (AG & Co.) KGaA have been appointed as Joint Bookrunners for the IPO. Bankhaus Scheich Wertpapierspezialist AG, UAB FMI Orion Securities, and Redgate Capital AS have been appointed as Sales Agents. Aalto Capital (Munich) acts as a Financial Advisor to Eleving Group and its shareholders.

Invitation to Investor call

Eleving Group invites retail and institutional investors, analysts, media representatives and other stakeholders to the Investor call scheduled on 25 September 2024 at 14:00 EEST and 2 October 2024 at 14:00 EEST. Participants are welcome to join whichever call is most convenient for them.

During the calls, the Group’s CEO Modestas Sudnius and CFO Maris Kreics will introduce with the company, its growth story and share the key information about the IPO. The presentation will be followed by a live Q&A session. The Investor call will be held in English.

25 September Investor call registration link here.

2 October Investor call registration link here.

You are welcome to send in your questions to the company by September 24 to the e-mail: ieva.unda@nasdaq.com or submit them through the registration links above.

Company profile

Eleving Group has driven innovation in financial technology around the world since its foundation in Latvia in 2012. As of today, the group operates in 16 markets and 3 continents, encouraging financial inclusion and upward social mobility in underserved communities around the globe. Eleving Group has developed a multi-brand portfolio for its vehicle and consumer finance business lines, with around 2/3 of the portfolio comprising secured vehicle loans and mobility products and around 1/3 of the portfolio including unsecured consumer finance products. Currently, 55% of the group's portfolio is located in Europe, 32% in Africa, and 13% in the rest of the world.

The Group's historical customer base exceeds 1.3 million customers worldwide, while the total volume of loans issued goes beyond EUR 1.8 billion. With headquarters in Latvia, Lithuania, and Estonia and a governance structure in Luxembourg, the Group ensures efficient and transparent business management, powered at the operational level by around 2800 employees. For two consecutive years, the Group was listed among Europe’s 1000 fastest-growing companies published by the Financial Times in 2020 and 2021. 

Key growth information of Eleving Group

Eleving Group closed six months of 2024 with a record half-year profitability, reaching a net profit of EUR 15.4 million (+26% to 6M23), increasing revenues to EUR 102.0 million (+21% to 6M23) and adjusted EBITDA to EUR 43.6 million (+28% to 6M23), while the net portfolio landed at EUR 342.5 million (+21% to 6M23).

Dividend policy

Eleving Group aims to provide shareholders with semi-annual dividends. For dividends to be paid to investors with a 50% payout ratio, the equity ratio (post dividends) must be above 20%. A 40% payout ratio would apply if the equity ratio after dividends is in the 15-20% range. If the post-dividend equity ratio is below 15%, the target dividend payout ratio would be 30%. In exceptional cases, if the equity ratio after dividends is above 25%, a reasonably higher dividend payout ratio may be decided. More details: https://www.eleving.com/dividend-policy-2024

Contact information for investors

Eleving Group, investors@eleving.com
Signet Bank, invest@signetbank.com
 NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. OTHER RESTRICTIONS APPLY. PLEASE SEE IMPORTANT NOTES AT THE END OF THIS ANNOUNCEMENT.This announcement is an unpaid marketing communication and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”) and is not an announcement of a public offer of securities. Investors should not make an investment decision with respect to securities referred to in this announcement except on the basis of information contained in the prospectus that is approved by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier – “CSSF”) in order to fully understand the potential risks and rewards associated.

Information regarding the approval of the prospectus is available in accordance with the Prospectus Regulation and made available on the website of Nasdaq Riga Stock Exchange (www.nasdaqbaltic.com), on the website of the Frankfurt Stock Exchange (www.boerse-frankfurt.de) and Eleving Group websites (at https://ipo.eleving.com/ and https://eleving.com/investors). The approval of the prospectus by the CSSF should not be understood as an endorsement of Eleving Group or the quality of the securities. The CSSF has not reviewed or approved any information in relation to the Institutional Offering.
 The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy, or fairness.

This announcement shall not constitute or form part of any offer to sell or the solicitation of an offer to buy, nor shall there be any shares in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Any offer to acquire the shares is made, and any investor should make his investment solely on the basis of information that is contained in the prospectus and its supplements to be published in connection with such offering. If you do not understand the contents of this announcement, you should consult an authorised financial adviser.

This announcement does not constitute a recommendation concerning the offering. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the offering cannot be relied upon as a guide to future performance. Before purchasing any shares, persons viewing this announcement should ensure that they fully understand and accept the risks that are set out in the approved prospectus.

In the European Economic Area, with respect to any Member State other than Estonia, Latvia, Lithuania, and Germany, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(e) of the Prospectus Regulation. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for the shares in the United States. The shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Eleving Group has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a public offering of securities in the United States.

In the United Kingdom, this communication is only addressed to and is only directed at “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) who are also (i) investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”); or (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order and other persons to whom it may lawfully be communicated; (all such persons together being referred to as “Relevant Persons”). This communication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The Lead Arranger and Joint Bookrunners are acting exclusively for Eleving Group and no one else in connection with the offering. Neither Lead Arranger nor Joint Bookrunners will regard any other person (whether or not a recipient of this announcement) as a client in relation to the offering and will not be responsible to anyone other than Eleving Group for providing the protections afforded to their respective clients nor for the giving of advice in relation to the offering or any transaction, matter, or arrangement referred to in this announcement.

In connection with the offering, the Lead Arranger and Joint Bookrunners and any of their respective affiliates, acting as investors for their own accounts, may subscribe for and/or acquire shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of Eleving Group or related investments in connection with the offering or otherwise. Accordingly, references in this announcement to the shares being issued, offered, subscribed, acquired, placed, or otherwise dealt in should be read as including any issue, offer, subscription, acquisition, dealing, or placing by the Lead Arranger and Joint Bookrunners and any of their affiliates acting as investors for their own accounts. In addition, the Lead Arranger and Joint Bookrunners (or any of their respective affiliates) may enter into financing arrangements (including swaps) with investors in connection with which such Lead Arranger or Joint Bookrunner (or any of their respective affiliates) may, from time to time acquire, hold or dispose of shares. Neither the Lead Arranger nor Joint Bookrunners intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Lead Arranger and Joint Bookrunners and their respective affiliates may have engaged in transactions with and provided various investment banking, financial advisory, and other services to Eleving Group for which they would have received customary fees. The Lead Arranger and Joint Bookrunners and any of their respective affiliates may provide such services to Eleving Group and any of their respective affiliates in the future.

Neither the Lead Arranger nor the Joint Bookrunners or any of their respective subsidiary undertakings, affiliates, or any of their respective directors, officers, employees, advisers, agents, or any other person accepts any responsibility or liability whatsoever or makes any representation or warranty, express or implied, for the contents of this announcement, including its truth, accuracy, completeness, verification or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Eleving Group and their affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. All information presented or contained in this announcement is subject to verification, correction, completion, and change without notice. However, Eleving Group does not undertake to provide the recipient of this announcement with any additional information, to update this announcement, or to correct any inaccuracies. 

Forward-looking statements

Certain statements contained in this announcement, including any information as to Eleving Group’s strategy, plans, or future financial or operating performance, constitute “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “projects”, “expects”, “intends”, “aims”, “plans”, “predicts”, “may”, “will”, “seeks” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in several places throughout this announcement and include statements regarding the intentions, beliefs, or current expectations of the management board of Eleving Group concerning, amongst other things, Eleving Group’s results of operations, financial condition and performance, prospects, growth, and strategies, and the industry in which Eleving Group operates.

By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance, and Eleving Group’s actual results of operations and financial condition, and the development of the business sector in which Eleving Group operates, may differ materially from those suggested by the forward-looking statements contained in this announcement. 

In addition, even if Eleving Group’s results of operations and financial condition and the development of the industry in which Eleving Group operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

The forward-looking statements contained in this announcement speak only as of the date of this announcement. Eleving Group disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law.