Verve Group SE Announces Uplisting to the Regulated Market of the Frankfurt Stock Exchange and Publishes its Listing Prospectus

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Verve Group SE Announces Uplisting to the Regulated Market of the Frankfurt Stock Exchange and Publishes its Listing Prospectus

• Uplisting to the General Standard of the Frankfurt Stock Exchange is expected within the next days, after publishing the listing prospectus as of today – New ticker symbol on the Frankfurt Stock Exchange will be “VRV”
• The Company expects broader investor access, increased share liquidity and potentially also inclusion in small- and mid-cap indices, based on its uplisting
• Admission to the Regulated Market also provides the legal framework for capital market tools such as e.g. share buybacks, and reinforces Verve’s overall commitment to transparency
• A listing prospectus prepared by the Company which include the Company’s profile, risk factors as well as updated information related to capitalization and net indebtedness, has been approved by the Swedish Financial Supervisory Authority and published on the Company's website

Stockholm, 07 May 2025 - Verve Group SE (ISIN: SE0018538068) (the ''Company'' or “Verve”) has on 07 May 2025 submitted an application to Deutsche Börse AG, the operator of the Frankfurt Stock Exchange, for the admission to trading of the Company’s shares on the EU Regulated Market of the Frankfurt Stock Exchange. The admission to trading of the Company's shares will take place through a listing transfer from the Scale segment of the Frankfurt Stock Exchange (the ''Listing Transfer'') to the regulated market. The Company has in connection with the Listing Transfer prepared a listing prospectus which today has been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the "SFSA"), which is the national competent authority, based on Verve’s domicile in Sweden. The Prospectus has been published on the Company's website (the "Prospectus") and has also been passported to Germany, by notifying the German Federal Financial Supervisory (BaFin) of the prospectus approval. The Prospectus contains, based on regulatory requirements, relevant information such as the company’s business description, risk factors as well as updated financial information related to capitalization and net indebtedness as of 31 March 2025. The first day of trading on the EU Regulated Market of Frankfurt Stock Exchange is expected to commence on 12 May 2025.

“We are excited to announce our uplisting in Frankfurt, which is an important step for us in continuing our path as publicly listed company, thereby opening up greater potential for the Company and its shareholders. We are taking this step to attract investors that cannot invest in non-regulated markets, increase trading volume of the shares and enable the possibility for inclusion in indexes and ETF’s. The combination of the nomination in Euro’s - reducing currency risks- and the regulatory oversight of a listing in Frankfurt’s Regulated Market offer an ideal platform to strengthen our investor base, deepen relationships with institutional investors, and further elevate our international profile.”, comments Remco Westermann, CEO of Verve Group SE.

Background and rationale

The transfer to the EU Regulated Market of the Frankfurt Stock Exchange is an important milestone in the Company’s continued development, with the goal to enhance its visibility, credibility and share liquidity. It aligns with the Company’s strategic goals and underscores the Company's commitment to high regulatory standards. The Listing Transfer is expected to benefit both the Company and its shareholders by attracting a broader investor base, improving access to capital markets and enabling participation in share buyback programs on the regulated market of the Frankfurt Stock Exchange. It will also make the shares more attractive to investors and better reflect the Company’s maturity from a capital markets perspective.

Furthermore, the uplisting lays the groundwork for potential inclusion in prestigious indices such as the SDAX – a key index for small and mid-cap investors and the basis for numerous ETF products in Germany, across Europe, and in the United States.

Further information about Verve Group and its subsidiaries can be found at https://verve.com/ .

The Prospectus

The Company has in connection with the Listing Transfer prepared a prospectus which today has been approved by the SFSA and has been published on the Company's website (https://investors.verve.com/). The Company has requested the SFSA to notify the German Federal Financial Supervisory (BaFin) of the prospectus approval.

The Prospectus has been prepared as a simplified prospectus in accordance with Article 14 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, and repealing Directive 2003/71/EC, as amended (the "Prospectus Regulation"). The SFSA, as the Swedish national competent authority, has approved the Prospectus in accordance with Article 20 of the Prospectus Regulation. The SFSA only approves a prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of the Company or of the securities described in the Prospectus. The SFSA does not guarantee the accuracy or completeness of the factual information contained in the Prospectus. Each investor is advised to make its own assessment of whether it is appropriate to invest in the shares.

Timetable for the Listing Transfer:

Capital structure and indebtedness

The information and tables below, which are included in the Prospectus prepared by the Company, and approved by the SFSA, present the Group's net indebtedness and capitalization as of 31 March 2025. The financial information has been derived from the Company's internal accounting and reporting system and has not been audited or reviewed by the Company's independent auditor. 

Complete information regarding the statement of capitalization and net indebtedness, as of 31 March 2025, and adjusted for the bond issue in April 2025, can be found in the section "Capital Structure, indebtedness and other financial information – Capital structure and indebtedness" in the Prospectus.

Statement of capitalization

Statement of Indebtedness

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.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions by law. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer to sell or an offer, or the solicitation of an offer, to acquire or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorised any offer to the public of shares or rights in any Member State of the EEA. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States (including the district of Columbia), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require registration or any other action other than those required under Swedish law, is prohibited pursuant to EU, UK or US sanctions, or otherwise in conflict with applicable rules in such jurisdiction or cannot take place without application of an exemption from such measure. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the shares. Any investment decision to acquire shares in connection with the Listing Transfer must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Managers. The Managers are acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Listing Transfer. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company 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 press release 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 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 press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press 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 press release, unless it is not required by law or applicable stock exchange rules.

^[1] Secured current debt comprises revolving credit facilities with a joint liability of Verve Group SE and Verve Holding GmbH for the benefit of Verve Group Europe GmbH as well as Gamigo AG.

^[2] Please note that these bonds have been refinanced as of the date of the Prospectus with a new senior unsecured floating rate callable bond.