Iute Group Statement on EFSA Warning and Regulatory Clarification Of Conditional Exchange And Cash Tender Offer – Precautionary measures by EFSA and Nasdaq Tallinn

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Iute Group Statement on EFSA Warning and Regulatory Clarification Of Conditional Exchange And Cash Tender Offer

Precautionary measures by EFSA and Nasdaq Tallinn

Tallinn, Estonia, 8 May 2025. Iute Group, a leading European personal finance group, without change expects to close the Conditional Exchange and Cash Tender Offer for new EUR 2025/2030 Bonds shortly. Earlier, the Estonian Financial Supervisory Authority (EFSA) and the Nasdaq Tallinn Stock Exchange had initiated precautionary measures as part of a standard regulatory review under the applicable Prospectus Regulation.

The EFSA has issued a public warning regarding Iute Group AS, while Nasdaq Tallinn has placed IuteCredit Finance S.à r.l. existing EUR 2021/2026 Bonds under observation status. These steps aim to support a thorough assessment process and ensure compliance with all relevant legal frameworks.

IuteCredit Finance S.à r.l. firmly maintains that the Conditional Exchange and Cash Offer Invitation does not constitute a public offer within the meaning of the Prospectus Regulation. The Company has submitted its legal reasoning and continues to cooperate fully and transparently with both EFSA and Nasdaq Tallinn.

Tarmo Sild, CEO of Iute Group: “We fully respect the role of the authorities and are confident that the matter will be clarified shortly. As of today, one of the preconditions for launching a public offer of the 2025/2030 Bonds has been met as investors representing more than 75 million EUR have expressed their willingness to exchange or sell back their EUR 2021/2026 Bonds. Consequently, we are now expecting the competent authority to approve the prospectus of our EUR 2025/2030 Bonds. We are committed to ensuring full compliance with all legal and regulatory requirements and acting in the best interests of our investors at every step.”

All information on the conditional exchange and cash tender offer 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.