Iute starts Public Offer of new EUR 2021/2026 bonds

Iute starts Public Offer of new EUR 2021/2026 bonds

PUBLIC OFFER

• Subscription period for public offer to retail investors in Estonia, Latvia, Lithuania, and Germany from today until 31 March 2023.
• Subscription offer new EUR 2021/2026 bonds with issue price from 96.5% to 99.5% per bond with semi-annual interest payable at 11.0% p.a.

EXCHANGE OFFER

• Exchange offer period for holders of the EUR 2019/2023 bonds continues until 29 March 2023, 13:00 CET.
• Exchange offer-related new EUR 2021/2026 bonds offered at 96.5% per bond and with cash settlement to nominal value (EUR 35.00 per exchanged bond) with interest rate of 11.0% p.a. payable semi-annually.
• Additional attractive exchange premium of 1.0% (EUR 10.00 per bond exchanged).
• Cash payment of accrued interest for period 7 February to 6 April 2023.
• Yield to maturity for exchange offer-related bonds of 12.6%.
• Exchange ratio 1:10, as a result of different denominations of the bonds, i.e., EUR 2019/2023 bond denominated at EUR 1,000.00 each, EUR 2021/2026 at EUR 100.00 each.

Tallinn, Estonia, 6 March 2023. IuteCredit Europe (“ICE”), a leading European personal finance group, through its fully owned subsidiary IuteCredit Finance S.á r.l today started the public offering in Estonia, Latvia, Lithuania, and Germany of the new EUR 2021/2026 bonds. Investors can subscribe to the bonds through their custodian banks until 31 March 2023. The new EUR 2021/2026 bonds will be offered for subscription at an issue price of 96.5% to 99.5% per bond with an interest rate of 11.0% p.a. payable semi-annually. The issuing price of the new EUR 2021/2026 bonds is expected to be determined and announced on 31 March 2023 on the basis of the subscription offers received. The exchange offer to holders of the EUR 2019/2023 bonds will continue until 29 March 2023, 13:00 CET. The objective is to refinance the EUR 2019/2023 bond and to tap the EUR 2021/2026 bond by up to EUR 50 million.

The EUR 2021/2026 bonds will be offered to the holders of the EUR 2019/2023 bonds in the form of an exchange offer at an issue price of 96.5% per bond and a cash settlement to the nominal value (EUR 35.00 per bond exchanged) with an interest rate of 11.0% p.a. payable semi-annually. Accrued interest for the period from 7 February to 6 April 2023 will be paid in cash. Investors opting for the exchange will also receive an attractive exchange premium of 1.0% (EUR 10.00 per bond exchanged). The yield to maturity for the exchange offer-related bonds amounts to 12.6%. Bonds that will not be exchanged will be redeemed at maturity. Earlier repayment is not intended.

As a result of the different denominations of the bonds, the exchange ratio equals 1:10, i.e., one EUR 2019/2023 bond entitles the holder to subscribe to ten new EUR 2021/2026 bonds. While the EUR 2019/2023 bond is denominated in EUR 1,000.00 each, the denomination of the EUR 2021/2026 bond is EUR 100.00 each. Following the investor's instruction to the custodian bank, the EUR 2019/2023 bonds are being restricted from trading. Trading in bonds for which no instruction has been received or which are not to be converted remains possible. The exchange offer will end on 29 March 2023, 13:00 CET.

All bondholders will receive information on the exchange offer through their depository bank. For questions regarding the exchange offer, investors may contact Manfred Steinbeisser directly at: manfred.steinbeisser@aaltocapital.de.

The new EUR 2021/2026 bonds are to be admitted to trading on or about 6 April 2023 on Frankfurt Stock Exchange’s regulated market (General Standard), and the Baltic regulated market of the Nasdaq Tallinn Stock Exchange.

The securities prospectus approved by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg is available on the Company's website at: https://iutecredit.com/investor/#bonds.

GOTTEX Brokers SA (Switzerland), Signet Bank AS (Latvia), Bankhaus Scheich Wertpapierspezialist AG (Germany), Redgate Capital AS (Estonia), and Adamant Capital Partners (Bulgaria) accompany the offering as joint managers and regional sales agents.

Aalto Capital (Germany) acts as Sole Global Coordinator for the public offering and the private placement as well as Financial Advisor to the Group.

IuteCredit will supplement the offering documents with the audited consolidated financial statements. All information on the offering process as well as the documents required for the subscription of the bonds are available on the Company's website under the link https://iutecredit.com/investor/#bonds.

Contact:

Kristel Kurvits, Group Chief Financial Officer (CFO)
Email: investor@iutecredit.com
Phone: +372 622 9177

About IuteCredit Group:

Iute Group is a fintech company established in 2008 in Estonia. The Group specializes in consumer finance, payment services, banking, and insurance products. It serves customers in Albania, Bosnia and Herzegovina, Bulgaria, Moldova, and North Macedonia. Iute Group finances its loan portfolios with equity, deposits, and secured bonds on the Regulated Market of the Frankfurt Stock Exchange and the Nasdaq Baltic Main List.

www.iutecredit.com

IMPORTANT INFORMATION

The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the bonds 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. Persons into whose possession this announcement may come are required to inform themselves of and observe all such restrictions.

This announcement does not constitute an offer of securities for sale in the United States. The bonds have not been and will not be registered under the Securities Act or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This announcement does not constitute a prospectus for the purposes of Directive 2003/71/EC, as amended (the “Prospectus Directive”) and does not constitute a public offer of securities in any member state of the European Economic Area (the “EEA”).

This announcement does not constitute an offer of bonds to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the bonds. Accordingly, this announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement as a financial promotion may only be distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “Relevant Persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.