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EQS-News: Verve Group SE Places EUR500M New Senior Unsecured Bonds and Announces Early Redemption of 2026 and 2027 Bonds - Driving Significant Interest Cost Reduction (deutsch)

06.03.2025
um 16:26 Uhr

Verve Group SE Places EUR500M New Senior Unsecured Bonds and Announces Early Redemption of 2026 and 2027 Bonds - Driving Significant Interest Cost Reduction

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Verve Group SE Places EUR500M New Senior Unsecured Bonds and
Announces Early Redemption of 2026 and 2027 Bonds - Driving
Significant Interest Cost Reduction

THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE
UNITED STATES, UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG,
JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA,
SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE,
DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE
REGISTRATION OR ANY OTHER MEASURES IN ACCORDANCE WITH APPLICABLE
LAW.

Verve Group SE Places EUR500M New Senior Unsecured Bonds and
Announces Early Redemption of 2026 and 2027 Bonds - Driving
Significant Interest Cost Reduction

06 March 2025 - Verve Group SE ("Verve" or the "Company", ISIN:
SE0018538068; ticker: VER / M8G) has successfully placed new
senior unsecured floating rate callable bonds (ISIN SE0023848429)
in the amount of EUR500 million under a framework of EUR650 million
(the "Bonds" or the "Bond Issue") following an exceptionally
strong bookbuilding process.

The transaction saw significant demand from top-tier institutional
investors primarily in Europe and the United States, reinforcing
market confidence in Verve's strong business fundamentals and
growth strategy. The Bonds will have a 4-year tenor and carry a
floating rate coupon of 3-months EURIBOR plus 4.00 percent per
annum, substantially lowering Verve's financing costs compared to
the 2026 and 2027 bonds. This refinancing results in annual
interest cost savings of around EUR12.5 million, immediately
increasing free cash flow, further strengthening financial
flexibility, and providing additional capacity for expansion and
deleveraging.

Proceeds from the Bond Issue will be used to fully redeem the
Company's outstanding 2026 bonds and 2027 bonds (together the
"Existing Bonds"), as well as for general corporate purposes of
the Company. The Existing Bonds will be redeemed at a redemption
price of 102.344% and 103.625% of their nominal amounts,
respectively, together with accrued but unpaid interest up to (and
including) the redemption date. The redemption date for the
Existing Bonds will be 10 April 2025 and the record date will be 3
April 2025. Both redemptions are conditional upon the Bonds being
issued by the record date for the redemption. A notice of early
redemption will be sent to directly registered owners of the
Existing Bonds as of 6 March 2025.

Christian Duus, CFO of Verve: "Following the publication of our
strong Q4 and full year 2024 numbers, we are happy to now be able
to place a new EUR500m bond with substantially lower interest rate
reducing the weighted margin by approximately 2.73 percent, which
in turn will lead to additional free cash flows and increased
earnings per share. I would like to thank all existing as well as
new bondholders for their support of Verve. We are continuing to
deliver on our strategy with focus on organic growth and further
strengthening our unique proposition to customers and partners."

Settlement for the issue of the Bonds is expected to occur on 1
April 2025. The Company intends to apply for admission to trading
of the Bonds on the corporate bond list of Nasdaq Stockholm and
the Open Market of the Frankfurt Stock Exchange.

Pareto Securities and ABG Sundal Collier acted as joint
bookrunners in connection with the Bond Issue. Echt Corporate
Advisory acted as financial advisor to Verve. Gernandt &
Danielsson Advokatbyrå acted as legal advisor in connection with
the Bond Issue and Baker McKenzie acted as legal advisor to Verve.

Responsible parties

The information was submitted for publication, through the agency
of the contact persons set out below, at the time stated by
Verve's news distributor EQS Newswire upon publication of this
press release.

For further information, please contact:

Sören Barz
Head of Investor Relations
+49 170 376 9571
soeren.barz@verve.com
www.investors.verve.com

About Verve

Verve Group SE ("Verve" or the "Company", ISIN: SE0018538068;
ticker: VER / M8G) operates a cutting-edge ad software platform
connecting advertisers seeking to buy digital ad space with
publishers monetizing their content. Guided by the mission "Let's
make media better," the Company focuses on enabling better
outcomes for brands, agencies, and publishers with responsible
advertising solutions, with an emphasis on emerging media
channels. Verve is focused on delivering innovative technologies
for targeted advertising without relying on identifiers like
cookies or IDFA (the Identifier for Advertisers). Additionally,
the platform fosters direct engagement between advertisers and
publishers, eliminating intermediaries for greater efficiency.
Verve's main operational presence is in North America and Europe,
and it is registered as a Societas Europaea in Sweden
(registration number 517100-0143). Its shares are listed on the
Nasdaq First North Premier Growth Market in Stockholm and the
Scale segment of the Frankfurt Stock Exchange. Verve's certified
advisor on the Nasdaq First North Premier Growth Market is FNCA
Sweden AB; contact info: info@fnca.se.

Forward-looking statements

This release contains forward-looking statements that reflect the
Company's intentions, beliefs, or current expectations about and
targets for the Company's and the group's future results of
operations, financial condition, liquidity, performance,
prospects, anticipated growth, strategies and opportunities and
the markets in which the Company and the group operates.
Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect",
"anticipate", "intend", "may", "plan", "estimate", "will",
"should", "could", "aim" or "might", or, in each case, their
negative, or similar expressions. The forward-looking statements
in this release, including the pro-forma financial figures
addressed therein, are based upon various assumptions, many of
which are based, in turn, upon further assumptions. Although the
Company believes that the expectations reflected in these
forward-looking statements and pro-forma financial numbers are
reasonable it can give no assurances that they will materialize or
prove to be correct. Because these statements are based on
assumptions or estimates and are subject to risks and
uncertainties, the actual results or outcome could differ
materially from those set out in the forward-looking statements as
a result of many factors. Such risks, uncertainties, contingencies
and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this
release by such forward-looking statements. The Company does not
guarantee that the assumptions underlying the forward-looking
statements in this release (including the pro-forma financial
figures) are free from errors and readers of this release should
not place undue reliance on the forward-looking statements in this
release. The information, opinions and forward-looking statements
that are expressly or implicitly contained herein speak only as of
its date and are subject to change without notice. Neither the
Company nor anyone else undertake to review, update, confirm or to
release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in
relation to the content of this release, unless it is so required
by law or applicable stock exchange rules.

____________________________________________________________

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____________________________________________________________

2096746 06.03.2025 CET/CEST

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