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Iute Group With Strong Appetite From Existing Investors For Invitation To Conditional Exchange And Cash Tender Offer

Public offer with a volume of at least EUR 125 million to follow after approval of prospectus

Tallinn, Estonia, 9 May 2025. IuteCredit Finance S.à r.l., a subsidiary of Iute Group, a leading European personal finance group, has recorded a strong appetite from existing investors for the invitation to the conditional offer to exchange EUR 2021/2026 Bonds (ISIN XS2378483494) for new bonds, or alternatively, to tender the EUR 2021/2026 Bonds for a cash payment.

Based on the submitted expressions of interest received by the extended end of the exchange period on 7 May 2025, 14:00 CEST / 15:00 EEST, investors representing a nominal amount of around EUR 78 million have submitted their interest for the Conditional Exchange and Cash Tender Offer Invitation. Thus, the minimum acceptance threshold of EUR 75 million was comfortably exceeded. Around EUR 52.5 million, which corresponds to just under 42% of the outstanding EUR 2021/2026 Bonds in the amount of EUR 125 million, expressed their interest in the conditional exchange offer. Around EUR 25.5 million, or just under 21% of the outstanding volume, opted to express their interest in the conditional cash tender offer.

The payment of the cash consideration for the tender of the EUR 2021/2026 Bonds will be contingent upon the issuance of new bonds following a public offering, subject to the approved prospectus. IuteCredit Finance S.à r.l. intends to issue new bonds of at least EUR 125 million.

A public offer to subscribe for new bonds is expected shortly following the approval of the prospectus.

Tarmo Sild, CEO of Iute Group: “The successful completion of our Conditional Exchange and Cash Tender Offer Invitation is an important milestone and a clear indication of confidence from our investors. They have demonstrated their willingness to continue to participate in the attractive returns and future growth of Iute Group in a challenging market environment. We are very pleased about this recognition of our work for our investors and our hundreds of thousands of customers.”

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 (Riga) as Co-Manager. Aalto Capital (Munich) acts as Financial Advisor to Iute Group.

All information on the Conditional Exchange and Cash Tender Offer Invitation for the EUR 2021/2026 Bonds can be found at https://iute.com/investor/bonds/.

Contact:

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

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.