Eleving Group Announces its IPO plans and intention to list on the Nasdaq Riga Stock Exchange’s Baltic Main List and on the Frankfurt Stock Exchange’s regulated market (Prime Standard)

With the IPO, Eleving Group aims to offer investors an opportunity to invest in one of the fastest growing, Baltic-headquartered, and Luxembourg-domiciled fintech companies operating in vehicle and consumer financing segments across 16 markets and 3 continents.

The planned IPO is expected to primarily consist of the issuance of new shares by Eleving Group and a potential sale of existing shares as an upsize option.

Eleving Group plans to use the net proceeds of the IPO to develop the business of the Group and its consolidated subsidiaries by launching new products, opening new markets, and continuing portfolio development in its existing markets. In the short term, the net proceeds may be allocated to paying down existing debt to lower financing costs and for general corporate purposes.

Details on the IPO

The Offer Shares shall be offered by way of a) a public offer of ordinary shares to retail investors in Latvia, Estonia, Lithuania, and Germany (Retail Offering) and b) a private placement to qualified investors within the meaning of Article 2(e) of the 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 (Prospectus Regulation) in certain selected member states of the European Economic Area and to other selected investors in reliance on certain exemptions available under the laws of respective member states (Institutional Offering).

The exact structure and timing of the IPO are subject to, among other things, prevailing market conditions and the timing of receiving necessary approvals from the Commission de Surveillance du Secteur Financier (CSSF), obtaining relevant corporate approvals, and concluding necessary agreements.

Eleving Group has appointed a wide group of local and international well-reputable banks and bookrunners, such as AS LHV Pank as the Lead Arranger and Bookrunner in connection with the IPO, while Auerbach Grayson & CO LLC, Signet Bank AS and M.M. Warburg & CO (AG & Co.) KGaA have been appointed as joint book-runners for the IPO. Bankhaus Scheich Wertpapierspezialist AG, UAB FMI Orion Securities, and Redgate Capital AS have been appointed as Sales Agents. Aalto Capital (Munich) acts as a Financial Advisor to Eleving Group and its shareholders.

CEO of Eleving Group Modestas Sudnius:
"Eleving Group has established itself as a successful company and a trusted partner for over a decade in the capital markets by issuing around EUR 400 million in bonds and in 12 years of business by serving more than 1.3 million clients worldwide. During this time, we have become one of the leading and most competitive exporters of fintech services with Baltic origins. It is now time to give the broader public the opportunity to be part of our growth through the IPO. We are confident that with IPO proceeds, the company will be able to establish its goals and continue successfully growing its global expansion. Investors will invest in a well-governed, highly profitable, and expanding business that aims to pay semi-annual dividends with a targeted payout ratio of over 50%."

CFO of Eleving Group Māris Kreics:
"The IPO route is a long considered and deliberated decision for our company that fits perfectly into our strategy of diversifying the Group's capital structure. With this IPO, we are not only giving investors from the Baltics and Germany the opportunity to be part of an ambitious and globally oriented business, contributing to the growth and dynamics of the overall Baltic capital market but also gaining the resources to facilitate further growth of the company. We intend to use the funds raised to scale up the Group's business in existing and future markets. Furthermore, we intend to develop and offer new products in the foreseeable future, primarily testing their efficiency in the Group's existing geographies. And finally, a proportion of the funds raised will be used for short-term liquidity management purposes and for partial repayment of the Group’s liabilities."

Company profile

Eleving Group has driven innovation in financial technology around the world since its foundation in Latvia in 2012. As of today, the group operates in 16 markets and 3 continents, encouraging financial inclusion and upward social mobility in underserved communities around the globe. Eleving Group has developed a multi-brand portfolio for its vehicle and consumer finance business lines, with around 2/3 of the portfolio comprising secured vehicle loans and mobility products, with Mogo as the leading brand, and around 1/3 of the portfolio including unsecured consumer finance products, with Kredo and Tigo as the segment’s flagship brands. Currently, 55% of the group's portfolio is located in Europe, 32% in Africa, and 13% in the rest of the world. 

The Group's historical customer base exceeds 1.3 million customers worldwide, while the total volume of loans issued goes beyond EUR 1.8 billion. With headquarters in Latvia, Lithuania, and Estonia and a governance structure in Luxembourg, the Group ensures efficient and transparent business management, powered at the operational level by around 2800 employees. For two consecutive years, the Group was listed among Europe’s 1000 fastest-growing companies published by the Financial Times in 2020 and 2021.  

Key growth information of Eleving Group 

Eleving Group closed six months of 2024 with a record half-year profitability, reaching a net profit of EUR 15.4 mln (+26% to 6M23), increasing revenues to EUR 102.0 mln (+21% to 6M23) and adjusted EBITDA to EUR 43.6 mln (+28% to 6M23), while the net portfolio landed at EUR 342.5 mln (+21% to 6M23).

Dividend policy

The Group aims to provide shareholders with semi-annual dividends. For dividends to be paid to investors with a 50% payout ratio, the equity ratio (post dividends) must be above 20%. A 40% payout ratio would apply if the equity ratio after dividends is in the 15-20% range. If the post-dividend equity ratio is below 15%, the target dividend payout ratio would be 30%. In exceptional cases, if the equity ratio after dividends is above 25%, a reasonably higher dividend payout ratio may be decided. More details: https://www.eleving.com/dividend-policy-2024 

Contact information  

For investor relations: Edgars Rauza, Investor Relations Manager, edgars.rauza@eleving.com 
For media relations: Arturs Cakars, Chief Corporate Affairs Officer, arturs.cakars@eleving.com
Read more: www.eleving.com 

***IMPORTANT NOTICE***

NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. OTHER RESTRICTIONS APPLY. PLEASE SEE IMPORTANT NOTES AT THE END OF THIS ANNOUNCEMENT.

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This announcement is an unpaid marketing communication and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”) and is not an announcement of a public offer of securities. Investors should not make an investment decision with respect to securities referred to in this announcement except on the basis of information contained in the prospectus that is approved by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier – “CSSF”) in order to fully understand the potential risks and rewards associated.

Eleving Group will release further information regarding the approval of the prospectus in accordance with the Prospectus Regulation and will make such information available on the website of Nasdaq Riga Stock Exchange (www.nasdaqbaltic.com), on the website of the Frankfurt Stock Exchange (www.boerse-frankfurt.de) and Eleving Group websites (at https://ipo.eleving.com/ and https://eleving.com/investors). The approval of the prospectus by the CSSF should not be understood as an endorsement of Eleving Group or the quality of the securities. The CSSF has not reviewed or approved any information in relation to the Institutional Offering.

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The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness.

This announcement shall not constitute or form part of any offer to sell or the solicitation of an offer to buy, nor shall there be any shares 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. Any offer to acquire the shares will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus and its supplements to be published in connection with such offering. If you do not understand the contents of this announcement you should consult an authorised financial adviser.

This announcement does not constitute a recommendation concerning the offering. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the offering cannot be relied upon as a guide to future performance. Before purchasing any shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the prospectus, when published.

In the European Economic Area, with respect to any Member State, other than Estonia, Latvia, Lithuania and Germany, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(e) of the Prospectus Regulation. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for the shares in the United States. The shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Eleving Group has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States. Any shares sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A, or another available exemption from the registration requirements of the Securities Act.

In the United Kingdom, this communication is only addressed to and is only directed at “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) who are also (i) investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”); or (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order and other persons to whom it may lawfully be communicated; (all such persons together being referred to as “Relevant Persons”). This communication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The Lead Arranger and Joint Bookrunners are acting exclusively for Eleving Group and no one else in connection with the offering. Neither Lead Arranger nor Joint Bookrunnerswill regard any other person (whether or not a recipient of this announcement) as a client in relation to the offering and will not be responsible to anyone other than Eleving Group for providing the protections afforded to their respective clients nor for the giving of advice in relation to the offering or any transaction, matter, or arrangement referred to in this announcement.

In connection with the offering, the Lead Arranger and Joint Bookrunners and any of their respective affiliates, acting as investors for their own accounts, may subscribe for and/or acquire shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of Eleving Group or related investments in connection with the offering or otherwise. Accordingly, references in this announcement to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue, offer, subscription, acquisition, dealing or placing by the Lead Arranger and Joint Bookrunners and any of their affiliates acting as investors for their own accounts. In addition, the Lead Arranger and Joint Bookrunners(or any of their respective affiliates) may enter into financing arrangements (including swaps) with investors in connection with which such Lead Arranger or Joint Bookrunner (or any of their respective affiliates) may from time to time acquire, hold or dispose of shares. Neitherthe Lead Arranger nor Joint Bookrunners intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Lead Arranger and Joint Bookrunners and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to Eleving Group for which they would have received customary fees. The Lead Arranger and Joint Bookrunners and any of their respective affiliates may provide such services to Eleving Group and any of their respective affiliates in the future.

Neither the Lead Arranger nor the Joint Bookrunnersor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever, or makes any representation or warranty, express or implied, for the contents of this announcement, including its truth, accuracy, completeness, verification or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Eleving Group and their affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. All information presented or contained in this announcement is subject to verification, correction, completion and change without notice. However, Eleving Group does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies. 

Forward-looking statements

Certain statements contained in this announcement, including any information as to Eleving Group’s strategy, plans or future financial or operating performance constitute “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “projects”, “expects”, “intends”, “aims”, “plans”, “predicts”, “may”, “will”, “seeks” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in several places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of management board of Eleving Group concerning, amongst other things, Eleving Group’s results of operations, financial condition and performance, prospects, growth and strategies and the industry in which Eleving Group operates.

By their nature, forward looking statements address matters that involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward looking statements are not guarantees of future performance and Eleving Group’s actual results of operations and financial condition, and the development of the business sector in which Eleving Group operates, may differ materially from those suggested by the forward-looking statements contained in this announcement. 

In addition, even if Eleving Group’s results of operations and financial condition, and the development of the industry in which Eleving Group operates, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

The forward-looking statements contained in this announcement speak only as of the date of this announcement. Eleving Group disclaims any obligation or undertaking to release publicly any updates or revisions to any forward- looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.