Invitation to Bondholders’ Meeting on 3 August 2023

Tallinn, Estonia, 13 July 2023. Iute Group, a leading European personal finance group, through its fully owned subsidiary IuteCredit Finance S.à r.l., has initiated the formal process to amend the terms and conditions of its EUR 2021/2026 bonds (ISIN: XS2378483494). The proposed amendment to the terms and conditions accounts for the changes in the Group’s structure following the acquisition of Energbank, as well as the continued and significant growth and development of Iute Group’s business. As a result, both bondholders’ opportunities to participate in the success of Iute Group as well as the protection of interest and redemption will be safeguarded.

The amendment of the terms and conditions under Proposal 1 (lowering of the interest coverage ratio in relation to the incurrence test) is aimed at optimizing the Group’s capital structure, allowing for prudent asset leverage and capital allocation.

While the acquisition of Energbank represents an exciting opportunity for growth and innovation in the Moldovan financial market, approximately EUR 22 million of capital is currently illiquid in Energbank’s equity and is not yet generating income as the integration process is still ongoing. As a result, an investment promising high profitability in the future is currently impacting the expansion of the loan portfolio and is temporarily depressing the development of EBITDA.

Note: The changes under Proposal 1 relate only to the incurrence test. Financial covenants related to the maintenance test such as the interest coverage and capitalization ratio are not affected and remain unchanged.

The amendment of the terms and conditions under Proposal 2 (increasing the flexibility of the permitted debt baskets) and Proposal 3 (facilitating the implementation of employee participation programs) reflects the continued and substantial growth and development of the Group and its business.

The above resolution proposals constitute a Uniform Resolution Proposal and will therefore only be voted uniformly on as a Uniform Resolution Proposal.

Upon approval of the Uniform Resolution Proposal and the amendment of the Terms and Conditions, bondholders who have voted in favor of the Uniform Resolution Proposal will receive an amendment fee of 0.25% of the nominal amount of the bonds.

The notice of invitation to convening a meeting of bondholders on 3 August 2023 to vote on the amendments to the terms and conditions has been given through the clearing systems and has been published today on the Group’s website, alongside other supporting documents.

The results of the voting will be available on the Group’s website subsequent to the meeting of the bondholders.

Aalto Capital (Germany) acts as Financial Advisor to the Group. Holders of EUR 2021/2026 bonds are encouraged to reach out directly to Aalto Capital for more information regarding the process for amending the terms and conditions of the bonds:

Aalto Capital AG
Manfred Steinbeisser, Managing Partner
Email: manfred.steinbeisser@aaltocapital.com
Phone: +49 175 266 89 01

The full documentation is available at: https://iute.com/investor/#bonds.

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.