NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

• Exchange and cash tender offer is conditional, including but not limited to the requirement that a minimum of EUR 75 million of the EUR 2021/2026 Bonds be tendered and/or exchanged.
• Under the exchange offer, New Senior Secured EUR 2025/2030 Bonds will be issued at an exchange ratio of 1 to 1. These new bonds will carry a minimum annual interest rate of 11.0% and be issued on market-standard terms and conditions, comparable to those of the EUR 2021/2026 Bonds.
• Investors participating in the exchange offer will receive an additional cash incentive of EUR 2.50 (2.5%) per each EUR 100.00 nominal amount exchanged. They will also receive unpaid accrued interest in cash from 6 April 2025 through the settlement date of the exchange but no later than 15 June 2025.
• Investors participating in the Cash Tender offer will receive a cash payment of EUR 99.00 per each EUR 2021/2026 Bonds tendered, plus unpaid accrued interest in cash from 6 April 2025 through the settlement date of the cash payment but no later than 15 June 2025.
• The Conditional Exchange and Cash Tender offer period for holders of EUR 2021/2026 Bonds will run from 9 April 2025 to 2 May 2025, 14:00 CEST/15:00 EEST.

Tallinn, Estonia, 9 April 2025. Iute Group, a leading European personal finance group, through its wholly owned subsidiary IuteCredit Finance S.á r.l., today launched a conditional offer to exchange its EUR 2021/2026 Bonds (ISIN XS2378483494) for new EUR 2025/2030 Bonds, or alternatively, to tender the EUR 2021/2026 Bonds (nominal value EUR 100.00 each) for a cash payment of EUR 99.00 per bond.

The offer is conditional upon, among other factors, reaching a minimum exchange and/or tender threshold of EUR 75 million of the outstanding EUR 2021/2026 Bonds. The objective is to refinance the EUR 2021/2026 Bonds and issue new EUR 2025/2030 Bonds in a minimum amount of EUR 125 million.

Tarmo Sild, Group CEO: “With the conditional exchange offer, we are offering our loyal bondholders both a compelling re-investment opportunity for the existing EUR 2021/2026 bond to participate in the future growth of Iute Group, as well as an attractive cash exit during uncertain times. At the same time, Iute Group is mitigating risks related to future interest rate fluctuations. So, while we are bringing forward a refinancing that was upcoming anyway, we are also taking into account the need for an increase to finance further growth.”

Iute Group has appointed Oppenheimer & Co. Inc. (New York / London) and AS LHV Pank (Tallinn) as the Joint Lead Managers and Joint Bookrunners and Signet Bank AS as Co-Manager. Aalto Capital (Munich) acts as Financial Advisor to Iute Group.
 

CONDITIONAL EXCHANGE AND CASH OFFER

Bondholders of the EUR 2021/2026 Bonds are invited to:

• Exchange their bonds at a 1:1 ratio for new senior secured EUR 2025/2030 Bonds with a nominal value of EUR 100.00, carrying a minimum annual interest rate of 11.0%, on market-standard terms and conditions similar to the existing bonds.
• Receive a cash bonus of EUR 2.50 (2.5%) per EUR 100.00 bond exchanged, plus accrued and unpaid interest from 6 April 2025 to the settlement date, but no later than 15 June 2025.

Alternatively, bondholders may:

• Tender their bonds for cash at EUR 99.00 per EUR 100.00 bond, plus accrued and unpaid interest from 6 April 2025 to the settlement date, but no later than 15 June 2025.

The offer is conditional upon achieving the minimum exchange and/or tender threshold of EUR 75 million. Bonds not exchanged or tendered will remain outstanding and be redeemed at maturity. No early repayment outside the scope of this offer is intended.

CONDITIONAL NEW EUR 2025/2030 BONDS

Subject to satisfaction of the minimum exchange and/or tender threshold, Iute Group intends to issue new EUR 2025/2030 Bonds in an amount of at least EUR 125 million with the following features:

• Minimum interest rate of 11.0% per annum.
• Maturity of up to 5 years.
• Market-standard terms and conditions, similar to the EUR 2021/2026 Bonds.
• Listing on both the Frankfurt Stock Exchange (General Standard) and Nasdaq Tallinn Stock Exchange (Regulated Market).
• Closing no later than 15 June 2025.

INVESTOR PRESENTATIONS

CEO Tarmo Sild and CFO Kristel Kurvits will present the conditional offer via webcast/conference call:

• Estonian-language session: 22 April 2025 at 14:00 CEST / 15:00 EEST
  Please register in advance to attend: https://nasdaq.zoom.us/webinar/register/WN_PoH6DWq8SxG1z2SGW3F6_g
• English-language session: 29 April 2025 at 14:00 CEST / 15:00 EEST
  Please register in advance to attend: https://nasdaq.zoom.us/webinar/register/WN_b5IgRmhXTjKHQ31jHNG7bA

Recordings and presentations will be published at: https://iute.com/investor/bonds/

INFORMATION ON OFFERING PROCESS

All bondholders will be notified of the offer through their depository banks. Upon instructing their custodian to participate—either by exchanging bonds or tendering for cash—the respective EUR 2021/2026 Bonds will be restricted from trading. Bonds not instructed for participation will remain freely tradable.

Offer Period: 9 April 2025 – 2 May 2025, closing at 14:00 CEST / 15:00 EEST

Results Announcement: On or around 6 May 2025

CONTACT INFORMATION

For questions about the conditional offer, please contact:

• Aalto Capital – Mr. Manfred Steinbeisser
  Email: manfred.steinbeisser@aaltocapital.com
• LHV Pank – Mr. Silver Kalmus
  Email: silver.kalmus@lhv.ee
• Signet Bank AS – Mr. Edmunds Antufjevs
  Email: edmunds.antufjevs@signetbank.com

Further details and required documents are available at: https://iute.com/investor/bonds/

About Iute 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, 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.

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 of America, 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 of America. The bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or under the applicable securities laws of any state of the United States of America and may not be offered or sold, directly or indirectly, within the United States of America or to, or for the account or benefit of, U.S. persons (as defined under Regulation S under the Securities Act) 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 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 (the “Prospectus Regulation”) 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.