Bond Eleven Group 0% ( XS3167361651 ) in EUR

Eleven Group

105.15 % ▼

Latvia

XS3167361651 ( in EUR )

23/10/2030

Prospectus brochure of the bond Eleving Group XS3167361651 en EUR 0%, maturity 23/10/2030

Eleving Group is a fintech company offering digital financial services across Southeast Asia and Africa, primarily through its subsidiaries focusing on lending, payments, and digital banking.

The Bond issued by Eleven Group ( Latvia ) , in EUR, with the ISIN code XS3167361651, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 23/10/2030

Prospectus dated 29 September 2025

Eleving Group
Luxembourg
Prospectus

Up to EUR 250,000,000
9.5% to 10.75% Senior Secured Bonds due 2030 (the "Bonds")
with a Term from October 2025 until October 2030
International Securities Identification Number (ISIN): XS3167361651
Common Code: 316736165
Issue price of the Bonds: 100%
Subject to the Minimum Offer Condition (as defined below), Eleving Group (the "Issuer"), a public limited liability
company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg,
having its registered address at 8-10 Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg
and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés,
Luxembourg) under number B.174457, is expected to issue on or about 24 October 2025 (the "Issue Date")
between EUR 150,000,000 (the "Minimum Offer Amount") and up to EUR 250,000,000 (the "Maximum Offer
Amount") 9.5% to 10.75% senior secured bonds due 24 October 2030 (the "Bonds"), for an issue price of 100%
of their principal amount (the "Issue Price"). Unless previously redeemed, or purchased and cancelled, the
Bonds will bear interest from and including 24 October 2025 to, but excluding, 24 October 2030 (the "Maturity
Date") at a fixed rate of 9.5 to 10.75 per cent. per annum payable semi-annualy in arrears on 30 September and
31 March of each year and wil be redeemed at their principal amount on the Maturity Date. The nominal interest
rate is expected to be determined on or around 17 October 2025 in a first pricing notice (the "First Pricing
Notice"). The aggregate principal amount of the Bonds is expected to be determined on or around 17 October
2025 based on the subscription orders received in the course of the Retail Offering, Institutional Offering and
the Exchange Offer (each as defined below) and is expected to be communicated to investors on or around 17
October 2025 in a second pricing notice, which will also contain an indication of the net proceeds of the Offering
(as defined below) (the "Second Pricing Notice" and together with the First Pricing Notice the "Pricing
Notices"). The Pricing Notices wil be published on the website of the Luxembourg Stock Exchange
(www.luxse.com), the Nasdaq Riga Stock Exchange (http://www.nasdaqbaltic.com), the Frankfurt Stock
Exchange (www.boerse-frankfurt.de) and the Issuer's website (https://eleving.com/investors/).
The Bonds constitute direct, general, unconditional, unsubordinated and secured obligations of the Issuer. The
Bonds constitute direct, unconditional, unsubordinated and secured obligations of the Issuer and shall at all
times rank pari passu with all general, direct, unconditional, unsubordinated and unsecured obligations of the
Issuer and without any preference among themselves and at least pari passu with any present or future
obligation which is issued by the Issuer and the obligations under which rank or are expressed to rank pari passu
with the Issuer's obligations under the Bonds. The Bonds are unconditional y and irrevocably guaranteed on a
joint and several basis by certain direct and indirect subsidiaries of the Issuer (the "Guarantors") under the
terms and conditions set forth herein (collectively the "Guarantees" and each a "Guarantee"). The Bonds are
further secured by the Transaction Securities (as defined below) granted by the Issuer and certain direct and
indirect subsidiaries of the Issuer (the "Pledgors" and, together with the Guarantors, the "Security Providers").
This document (the "Prospectus") constitutes a prospectus pursuant to Article 6 para. 3 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 (the "Prospectus
Regulation"), in connection with the public offering, listing and admission to trading of the Bonds on Frankfurt
Stock Exchange's and Nasdaq Riga Stock Exchange's regulated market, pursuant to Directive 2014/65/EU (as
amended, "MiFID II"). References in this Prospectus to a "Regulated Market" shal mean any regulated market
as defined in MiFID II.
1

This Prospectus has been approved by the Luxembourg Commission for the Supervision of the Financial Sector
(Commission de Surveillance du Secteur Financier "CSSF"); the CSSF only approves this Prospectus as
meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation; such approval should not be considered as an endorsement of the Issuer, the Guarantors or the
quality of the Bonds, that are subject to this Prospectus. Investors should make their own assessment as to the
suitability of investing in the Bonds. The CSSF has neither reviewed nor approved any information in relation to
the Institutional Offering.
Pursuant to Article 6 para. 4 of the Luxembourg Law of 16 July 2019 on prospectuses for securities (the
"Prospectus Law"), by approving the Prospectus, the CSSF does not take any responsibility for the economic
or financial soundness of the transaction and the Issuer's quality and financial solvency.
The Bonds shall be offered (i) by way of a public offer to retail investors in Estonia, Latvia, Lithuania, Luxembourg
and Germany (the "Retail Offering") and (ii) by way of an exempt offer exclusively to qualified investors within
the meaning of Article 2(e) of the Prospectus Regulation and other investors in compliance with Article 1(4) (a)
and (b) of the Prospectus Regulation in member states of the European Economic Area ("EEA") (the
"Institutional Offering" and, together with the Retail Offering, (the "Cash Offering") and (iii) by way of a public
exchange offer addressed to the holders of the EUR 150,000,000.00, 9.50% senior secured bonds with ISIN
number XS2393240887, issued by the Issuer (the "Existing Bonds" and their holders the "Existing Holders")
in relation to their exchange with the Bonds, in accordance with the terms and conditions contained in the
Exchange Offer Invitation (as defined below) (the "Exchange Offer" and, together with the Retail Offering and
the Institutional Offering, the "Offering"). The division of Bonds between the retail and institutional investors has
not been predetermined.
The issue price per one Bond (the "Issue Price") will be 100% of their principal amount. The period during which
the Bonds may be subscribed for through the Cash Offering, in accordance with the Prospectus, starts on 06
October 2025 at 9:00 CEST / 10:00 EET. EEST and ends on 17 October 2025 at 13:00 CEST / 14:00 EEST
(the "Offer Period"). Investors who wish to acquire Bonds in the context of the Retail Offering are required to
subscribe to Bonds amounting to at least EUR 1,000 (the "Minimum Investment Amount"). The Issuer
reserves the right to cancel the Offering or change the terms and conditions thereof as described in this
Prospectus. In accordance with the Exchange Offer Invitation, the period during which the Existing Holders can
submit their exchange instructions and accept or reject the Exchange Offer starts on 29 September 2025 and
ends on 15 October 2025 at 13:00 CEST / 14:00 EEST ) (the "Exchange Period").
Application has been made for the notification of the approval by the CSSF of this Prospectus to the competent
authorities in Estonia, Latvia, Lithuania and Germany, i.e. to the Estonian Financial Supervisory Authority
(Finantsinspektsioon "EFSA"), to Bank of Latvia (formerly the Financial and Capital Market Commission of
Latvia) (Finansu un kapitla tirgus komisija "Bank of Latvia"), to the Bank of Lithuania (Lietuvos Bankas) and
to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht
"BaFin") in accordance with Article 25 of the Prospectus Regulation. The approved Prospectus may be
downloaded from the Issuer's website (https://eleving.com/investors/) and the website of the Luxembourg stock
exchange (www.luxse.com). Simultaneously with the Offering, the Issuer will apply to the Frankfurt Stock
Exchange for the Bonds to be listed and admitted to trading on Frankfurt Stock Exchange's Regulated Market
(General Standard), segment for bonds of Deutsche Börse AG. Application wil also be made to the Nasdaq
Riga Stock Exchange for the Bonds to be listed and admitted to trading on the Baltic Regulated Market of the
Nasdaq Riga Stock Exchange. The Existing Bonds are already admitted to trading on Frankfurt Stock
Exchange's Regulated Market (General Standard), segment for bonds of Deutsche Börse AG and on the Baltic
Regulated Market of the Nasdaq Riga Stock Exchange.
This Prospectus shall be valid for admission to trading of the Bonds on a Regulated Market for 12 months after
the approval by the CSSF, i.e. until 29 September 2026, provided that it is completed by any supplement,
pursuant to Article 23 of the Prospectus Regulation, fol owing the occurrence of a significant new factor, a
material mistake or a material inaccuracy relating to the information included (including incorporated by
reference) in this Prospectus which may affect the assessment of the Bonds. After such date, the Prospectus
will expire and the obligation to supplement this Prospectus in the event of significant new factors, material
mistakes or material inaccuracies wil no longer apply.
On 29 May 2025, Fitch Ratings a branch of Fitch Ratings Ireland Limited ("Fitch") affirmed the Issuer's Long-
Term Issuer Default Rating (IDR) at `B`, with a Positive Outlook and a Short-Term Issuer Default Rating of `B`.
Fitch has also affirmed the Issuer's senior secured debt rating (including the Existing Bonds) at `B` with a
Recovery Rating of `RR4'. The rating is also applicable to the Bonds issued pursuant to this Prospectus. Credit
ratings included or referred to in this Prospectus have been issued by Fitch which is established in the EU and
registered under Regulation (EC) No 1060/2009, as amended (the "CRA Regulation"). As such, Fitch is
included in the list of credit rating agencies published by the European Securities and Markets Authority (the
"ESMA") on its website (www.esma.europa.eu/credit-rating-agencies/cra-authorisation) in accordance with the
CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision,
suspension or withdrawal at any time by the assigning rating agency.
Investors should be aware, that an investment in the Bonds involves a risk and that, if certain risks, in
particular those described under "Risk Factors", occur, the investors may lose all or a very substantial
part of their investment.
2

The distribution of this Prospectus may be limited by certain legislation. Any person who enters into possession
of this Prospectus must take these limitations into consideration. The Bonds are not and wil not be registered,
particularly in accordance with the United States Securities Act of 1933, as amended (the "Securities Act") or
in accordance with securities law of individual states of the United States of America. Furthermore, they are not
permitted to be offered or sold within the United States of America, or for the account or benefit of a person from
the United States of America (as defined under Regulation S under the Securities Act), unless this ensues
through an exemption of the registration requirements of the Securities Act or the laws of individual states of the
United States of America or through a transaction, which is not subject to the aforementioned provisions.

SOLE GLOBAL COORDINATOR & JOINT BOOKRUNNER
DNB Carnegie Investment Bank AB
JOINT MANAGERS & JOINT BOOKRUNNERS
Gottex Brokers SA
BCP Securities, Inc.
Signet Bank AS
LISTING AND SALES AGENT
Bankhaus Scheich Wertpapierspezialist AG
SALES AGENT
Banque Internationale à Luxembourg SA

3

TABLE OF CONTENTS
I. SUMMARY OF THE PROSPECTUS ................................................................. 5
II.
RISK FACTORS ........................................................................................... 23
III.
GENERAL INFORMATION .......................................................................... 56
IV.
USE OF NET PROCEEDS ........................................................................... 63
V.
CAPITALIZATION ........................................................................................ 64
VI.
SELECTED FINANCIAL INFORMATION AND OPERATING DATA ........... 66
VII. SELECTED PORTFOLIO INFORMATION ................................................... 92
VIII.
BUSINESS .............................................................................................. 102
IX.
MARKETING .............................................................................................. 124
X.
UNDERWRITING AND REVIEW ................................................................ 128
XI.
PORTFOLIO MANAGEMENT .................................................................... 130
XII. INFORMATION TECHNOLOGY ................................................................ 134
XIII.
CREDIT AND RISK MANAGEMENT ...................................................... 136
XIV.
COMPETITION ....................................................................................... 139
XV. INTELLECTUAL PROPERTY .................................................................... 149
XVI.
REGULATORY FRAMEWORK ............................................................... 151
XVII.
INFORMATION ABOUT THE ISSUER ................................................... 161
XVIII. INFORMATION ABOUT THE GROUP AND THE GUARANTORS ......... 166
XIX.
MANAGEMENT ...................................................................................... 246
XX. TERMS AND CONDITIONS ....................................................................... 255
XXI.
EXCHANGE OFFER ............................................................................... 307
XXII.
GUARANTEE .......................................................................................... 320
XXIII. ADDITIONAL INFORMATION ON THE GUARANTEES, THE
TRANSACTION SECURITIES AND THE SECURITY AGENT ............................ 334
XXIV.
TAXATION ........................................................................................... 341
XXV. SUBSCRIPTION, SALE AND OFFER OF THE BONDS ......................... 353
XXVI.
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE
GUARANTEES, TRANSACTION SECURITY DOCUMENTS AND THE BONDS
AND CERTAIN INSOLVENCY CONSIDERATIONS ............................................ 362
XXVII.
SELLING RESTRICTIONS .................................................................. 384
XXVIII.
GLOSSARY ......................................................................................... 386
XXIX.
DOCUMENTS INCORPORATED BY REFERENCE ............................ 388

4

I. SUMMARY OF THE PROSPECTUS
Section 1 - Introduction and Warnings
Introduction
The securities
9.5% to 10.75% senior secured bonds due 24 October 2030 for an aggregate principal amount
of up to EUR 250,000,000 issued on 24 October 2025 with ISIN XS3167361651.
The issuer
The Issuer is Eleving Group, a public limited liability company (société anonyme) incorporated
and existing under the laws of the Grand Duchy of Luxembourg, registered with Luxembourg
trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under
number B.174457 and having its registered office at 8-10, Avenue de la Gare, L-1610
Luxembourg, Grand Duchy of Luxembourg. Its telephone number is +352 26 18 61 and its fax
number is +352 26 84 54 10. The Issuer's legal identifier (LEI) is 894500N14T2GUDX0FL66.
Competent authority approving the Prospectus and date of approval
In order for the Bonds to be offered and admitted to trading on Frankfurt Stock Exchange's
Regulated Market (as defined below) and on Nasdaq Riga Stock Exchange's Regulated Market
this Prospectus has been approved on 29 September 2025 by the Luxembourg Commission for
the Supervision of the Financial Sector (Commission de Surveil ance du Secteur Financier 
"CSSF"), with address at 283, route d'Arlon, L-1150 Luxembourg, Grand Duchy of Luxembourg.
Its telephone number is +352 26 25 1 - 1 (switchboard) and its email is [email protected].
References in this Prospectus to a "Regulated Market" shal mean any regulated market as
defined in Directive 2014/65/EU.
Warnings
This summary should be read as an introduction to the Prospectus.
Any decision to invest in the securities should be based on a consideration of the Prospectus
as a whole by the investor.
The investor could lose all or part of the invested capital.
Where a claim relating to the information contained in the Prospectus is brought before a court,
the plaintiff investor might, under national law, have to bear the costs of translating the
Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled the summary including any
translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when
read together with the other parts of the Prospectus, or where it does not provide, when read
together with the other parts of the Prospectus, key information in order to aid investors when
considering whether to invest in such securities.
Section 2 The Issuer
Who is the issuer of the securities?
Domicile, legal form, LEI, relevant jurisdiction
Eleving Group, a public limited liability company (société anonyme) incorporated and operating
under the laws of the Grand Duchy of Luxembourg, registered with Luxembourg trade and
companies register (Registre de Commerce et des Sociétés, Luxembourg) under number
B.174457 and having its registered office at 8-10, Avenue de la Gare, L-1610 Luxembourg,
Grand Duchy of Luxembourg is the Issuer. Its telephone number is +352 26 18 61 and its fax
number is +352 26 84 54 10. The Issuer's legal identifier (LEI) is 894500N14T2GUDX0FL66.
As at the date of this Prospectus, the parent company of the Group (as defined below) is the
Issuer.
Principal activities
5

The Issuer is the holding company of group companies (the "Group") specialized in providing
vehicle and consumer financing services. The Group is comprised of a number of fast-growing
financial technology companies operating in three continents, Europe, Africa and Central Asia.
The principal business of the Group is divided into two business lines: (i) Eleving Vehicle
Finance and (i ) Eleving Consumer Finance. Eleving Vehicle Finance provides financing
products in 10 countries through a wide range of sales channels: an online platform managed
by Eleving, third party online car sales portals, physical branches and physical used car dealers.
Eleving Vehicle Finance fills a funding gap, providing innovative financial solutions across the
globe, which contribute to the empowerment of diverse communities, including local
entrepreneurs. Eleving Consumer Finance, with over 200 branches across Moldova, North
Macedonia, Albania, Botswana, Namibia, Zambia, and Lesotho, offers flexible financial
products, from credit lines to instal ment loans, with a focus on providing access to substantial
amounts of money to customers that meet the Group's credit assessment benchmarks.
Major shareholders
The following table sets out the relevant shareholding of the Issuer as at the date of this
Prospectus:
Details of the holder entity
Number of shares
%
Beneficial owner
1 AS ALPPES Capital
43,691,654
37,31%
Aigars Kesenfelds
2
AS Novo Holdings
14,563,759
12,44%
Alberts Pole
3
AS Obelo Capital
14,563,960
12,44%
Mris Keiss
4
SIA EMK Ventures
14,563,960
12,44%
Kristaps Ozols
5
Eleving Group
689,558
0,59%
Aigars Kesenfelds
6
Other Shareholders
29,035,933
24,79%
N/A

Sum
117,108,824
100%

Key managing directors and members of the supervisory board
The Issuer is currently managed by (i) a management board (the "Management Board")
composed of two category A members of the Management Board and two category B members
of the Management Board: Modestas Sudnius, acting as category A member of the
Management Board, Mris Kreics, acting as category A member of the Management Board,
Delphine Melchior, acting as category B member of the Management Board and Sébastien
Jean-Jacques François, acting as category B member of the Management Board, all appointed
for a period ending until the annual general meeting of the shareholders of the Issuer to be held
in 2029 and (ii) a supervisory board (the "Supervisory Board"), composed of Mrcis Grnis,
acting as chairman, Lev Dolgatsjov and Derek Bryce Urben, acting as members, al appointed
for a period ending until the annual general meeting of the shareholders of the Issuer to be held
in 2029.
Statutory auditor
The statutory auditor (réviseur d'entreprises agréé) of the Issuer for the financial years ended
31 December 2024 and 31 December 2023 is BDO Audit (société anonyme), incorporated under
the laws of Luxembourg, having its registered office at 1, rue Jean Piret, L-2350 Luxembourg,
Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register
under number B.147570.
What is the key financial information regarding the Issuer ?
The tables below present the key selected consolidated financial information for the Issuer as
of and for (i) the financial years ended 31 December 2024 and 31 December 2023 derived from
the Issuer's audited consolidated financial statements as of and for the financial year ended 31
December 2024 prepared in accordance with the International Financial Reporting Standards
as adopted by the European Union ("IFRS"), and (i ) the six-month periods ended, respectively,
on 30 June 2025 and 30 June 2024 derived from the unaudited consolidated interim financial
statements as of and for the six-month period ended, respectively, on 30 June 2024 and 30
June 2025 prepared in accordance with Interim Financial Reporting (IAS 34).
6

Selected consolidated statement of net profit data of the Issuer (in Mil ion EUR)
EUR
01.01.2024-
01.01.2023-
01.01.2025-
01.01.2024-
31.12.2024
31.12.2023
30.06.2025
30.06.2024
(audited)
(audited)
(unaudited)
(unaudited)
Net profit for the
29.6
24.5
15.2
15.4
year/period

Selected consolidated statement of financial position data of the Issuer (in Mil ion EUR, except
percentages)
EUR
01.01.2024-
01.01.2023-
01.01.2025-
01.01.2024-
31.12.2024
31.12.2023
30.06.2025
30.06.2024
(audited)
(audited)
(unaudited)
(unaudited)
Total liabilities
368.2
355.9
386.3
361.1
Total equity and
476.3
421.3
480.6
436.1
liabilities
Total equity and
108.1
81.9
96.7
87.4
subordinated
liabilities
Total equity
92.7
53.6
82.3
60.0
attributable to
equity holders of
the parent
company

Selected consolidated statement of cash flows data of the Issuer (in Million EUR)
EUR
01.01.2024-
01.01.2023-
01.01.2025-
01.01.2024-
31.12.2024
31.12.2023
30.06.2025
30.06.2024
(audited)
(audited)
(unaudited)
(unaudited)
Net cash flows
18.4
17.2
(9.2)
23.4
to/from operating
activities
Net cash flows
0.7
(3.2)
7.5
(19.3)
to/from financing
activities
Net cash flows
(12.3)
(0.2)
(6.9)
(4.0)
to/from investing
activities

What are the key risks that are specific to the Issuer ?
1.
Risk relating to the Group's business activities and industry
Risk of tax positions: The preparation of our consolidated financial statements under IFRS and
certain tax positions taken by us require the judgment of management, and we could be subject
to risks associated with these judgments or could be adversely affected by the implementation
of new, or changes in the interpretation of existing, accounting standards, financial reporting
requirements or tax rules.
Difficulties in assessing the credit risk of potential customers: Despite the credit scoring as wel
as vehicle valuation models of the Group, Group companies may be unable to correctly evaluate
the current financial condition of each prospective customer and determine his or her
creditworthiness and/or value of the collateral. The Group's financing decisions are based partly
on information provided by applicants. Prospective customers may fraudulently provide
inaccurate information which, if not detected, may result in inaccurate credit scoring of the
Group's customers. Any failure to correctly assess the credit risk of potential customers, due to
failure of the Group's customer evaluation or due to incorrect information fraudulently provided
by customers, may have a material adverse effect on the Group's business, financial condition,
results of operations, prospects or cash flows and may even invoke regulatory sanctions
7

(including imposition of fines and penalties, suspension of operations, or revocation of the
Group's licenses).
Risk of counterparty default: The Group is exposed to the risk that the Group's customers or
other contractual counterparties may default or that the credit quality of customers or other
contractual counterparties may deteriorate. As a consequence, the Group's operational results
could be adversely affected.
Decrease in the residual values or the sales proceeds of returned vehicles: A decrease in the
residual values or the sales proceeds of returned vehicles could have a material adverse effect
on the value of the col ateral of the traditional vehicle finance, flexible and subscription-based
products granted by Group companies operating in the vehicle financing business line.
Foreign exchange risks: The Group operates in various jurisdictions and provides loan products
in local currencies, including the Euro ("EUR"), the Georgian Lari ("GEL"), the Romanian Leu
("RON" or "LEI"), the Moldavian Leu ("MDL"), the Albanian Lek ("ALL"), the Armenian Dram
("AMD"), the Uzbekistani Som ("UZS"), the Kenyan Shil ing ("KES"), the Ugandan Shilling
("UGX"), the North Macedonian Denar ("MKD"), the Lesotho Loti ("LSL"), the Zambian Kwacha
("ZMW"), the Botswanan Pula ("BWP"), the Namibian Dollar ("NAD") and loans linked to the
United States Dollar ("USD"). Thus, its results of operations are exposed to foreign exchange
rate fluctuations and any failure to manage foreign exchange risk may have a material adverse
effect on its business, financial condition, results of operations, prospects or cash flows.
2.
Risks related to the Group's financial situation
Changes in the Group's working capital requirements: The Group's working capital requirements
can vary significantly from market to market, depending, in part, on differences in demand for
used car financing and consumer credit. If the Group's available cash flows from operations are
not sufficient to fund on-going cash needs, the Group would be required to look to its cash
balances and available credit facilities to satisfy those needs, as well as potential sources of
additional capital.
Liquidity risks: The Group is exposed to liquidity risks arising out of the mismatches between the
maturities of its assets and liabilities, which may prevent it from meeting its obligations in a timely
manner. If short- and, in particular, long-term funding from international capital markets is
unavailable or if maturity mismatches between its assets and liabilities occur, this may have a
material adverse effect on its business, financial condition, results of operations, prospects or
cash flows.
3.
Legal and regulatory risk
Certain countries where the Group operates pose risks of corruption violations. Failure to comply
with anti-corruption laws, including anti-bribery laws, may result in penalties and sanctions, which
may have a material adverse effect on the Group's reputation and business.
Section 3 The Securities
What are the main features of the securities ?
Type, class and ISIN
9.5% to 10.75% senior secured bonds due 24 October 2030 for an aggregate principal amount
of up to EUR 250,000,000 (the "Bonds"), payable to the bearer, with ISIN XS3167361651.
Number of Bonds, denomination, currency and term
Up to 250,000 Bonds in the denomination of EUR 1,000 each with a term from 24 October 2025
(the "Issue Date") until 24 October 2030.
Rights attached to the Bonds
The Bonds wil bear interest from (and including) 24 October 2025 to (but excluding) 24 October
2025 at a rate of 9.5 to 10.75 per cent per annum. The interest is payable semi-annualy in
arrears on 30 September and 31 March of each year, commencing on 31 March 2026.
The interest rate is expected to be fixed on or around 17 October 2025 and wil be communicated
to the Holders in a first pricing notice ("First Pricing Notice"). The First Pricing Notice will be
published on the website of the Luxembourg Stock Exchange (www.luxse.com), the Nasdaq
8

Riga Stock Exchange (www.nasdaqbaltic.com), the Frankfurt Stock Exchange (www.boerse-
frankfurt.de) and the Issuer's website (https://eleving.com/investors/)
The Bonds are unconditionally and irrevocably guaranteed on a joint and several basis by the
Guarantors (as listed below) and are further secured by local law transaction securities granted
by the Issuer and the following direct and indirect subsidiaries of the Issuer: AS Eleving Stella
(Latvia), AS "mogo" (Latvia), AS "mogo rent" (previously AS Renti) (Latvia), Primero Finance
OÜ (Estonia), UAB "mogo LT" (Lithuania), UAB "Renti" (Lithuania), Mogo LLC (Georgia), UAB
Eleving Stel a (Lithuania), Mogo IFN SA (Romania), O.C.N. "MOGO LOANS" S.R.L. (Moldova),
AS Eleving Consumer Finance (Latvia), OCN SEBO CREDIT SRL (Moldova), Finance
Company FINMAK DOO Skopje (formerly known as Finance Company FINTEK DOO Skopje
and Finance Company TIGO FINANCE DOOEL Skopje) (North Macedonia), AS Eleving
Consumer Finance Holding (Latvia), AS Eleving Vehicle Finance (Latvia), Eleving Consumer
Finance Mauritius Ltd (Mauritius) and ExpressCredit Proprietary Limited (Botswana) (together
with the Issuer the "Pledgors"). The transaction securities comprise pledges over shares,
receivables, trademarks and bank accounts.
TMF Trustee Services GmbH, established in Germany and registered with the lower court of
Frankfurt am Main under number HRB 54140, with registered address at Wiesenhüttenstraße
11, 60329 Frankfurt am Main, or subsequently any other bondholders' agent appointed from
time to time pursuant to the terms and conditions of the Bonds (the "Terms and Conditions"),
is the Holders' agent and security agent. No Holder may take individual action against the Issuer
relating to the Bonds in accordance with the Terms and Conditions.
Status and ranking of the Bonds
The Bonds are governed by Luxembourg law and constitute bonds in bearer form in accordance
with Luxembourg applicable laws. The Bonds constitute direct, unconditional, unsubordinated
and secured obligations of the Issuer and shall at all times rank pari passu with al general,
direct, unconditional, unsubordinated and unsecured obligations of the Issuer and without any
preference among themselves and at least pari passu with any present or future obligation which
is issued by the Issuer and the obligations under which rank or are expressed to rank pari passu
with the Issuer's obligations under the Bonds.
Transferability of the Bonds
The Bonds are freely transferable but the Holders may be subject to purchase or transfer
restrictions with regards to the Bonds, as applicable from time to time under local laws to which
a Holder may be subject.
Where will the securities be traded ?
Application wil be made for admission to trading of the Bonds on the Frankfurt Regulated Market
and on the Nasdaq Riga Stock Exchange's Regulated Market in the aggregate principal amount
of up to EUR 250,000,000 in a denomination of EUR 1,000 each.
Is there a guarantee attached to the securities ?
Nature and scope of the Guarantee
The Guarantors have given an unconditional and irrevocable Guarantee for the due and
punctual payment of principal of, and interest on, and any other amounts payable by the Issuer
under the Bonds.
Description of the Guarantors
The companies listed below are the Guarantors, which are direct or indirect subsidiaries of the
Issuer and part of the Group.
Name and Country
LEI
Address
(i) AS "mogo" (Latvia)
213800DOKX626GYVOI32
Skanstes street 52, LV-
1013 Riga, Latvia
(ii) Primero Finance OÜ
894500O6EC87XECNSH80
Harju maakond, Tal inn,
(Estonia)
Haabersti linnaosa, Meistri
tn 14, 13517, Estonia
(iii) UAB "mogo LT" (Lithuania)
39120022FMEDWPAHAI87
Laisvs pr. 10A, LT-04215
Vilnius, Lithuania
9

(iv) Mogo LLC (Georgia)
894500O761Z24B022906
O.Chkheidze street. N10,
0160, Tbilisi Georgia
(v) Mogo IFN SA (Romania)
894500QW65WQAKW0A937
Splaiul Unirii, nr. 165,
Timpuri Noi Square, Cladi-
rea 2, floor 7, District 3,
Bucharest
(vi) O.C.N. "MOGO LOANS"
894500VY0OPZ52J91R45
MD-2060, Cuza-Voda
S.R.L. (Moldova)
20/A, Chisinau, Moldova
(vii) MOGO Universal Credit
8945000Q63TANX0C5R15
18/2, Vardanants Street,
Organization LLC (Armenia)
Offices 4,5,6, 0010
Yerevan, Armenia
(vii ) AS "mogo rent"(previously
894500SMOY1FAOF1IQ54
52 Skanstes Street, Riga,
AS Renti) (Latvia)
LV-1013, Latvia
(ix) OCN SEBO CREDIT SRL
894500BZQ8TY7F8KMR30
42 Albisoara Street, 4th
(Moldova)
Floor, Chiinu, Republic
of Moldova
(x) Finance Company FINMAK
894500C01BXHHDWBXV82
St. Filip Vtori Makedonski
DOO Skopje (formerly known
no. 3, Skopje
as Finance Company
FINTEK DOO Skopje) (North
Macedonia)
(xi) AS Eleving Solis (previously
894500SOJGMMYGDLDE03
52 Skanstes Street, Riga,
AS "Mogo Africa") (Latvia)
LV-1013, Latvia
(xii) Mogo Auto Limited (Kenya)
894500RI1H7AVEOO7H93
Pine Tree Plaza, Kaburu
Drive, Kilimani, P.O. Box
29107-001009971,
Nairobi, Kenya
(xii ) UAB "Renti" (Lithuania)
894500SNAT1I0Y6IK320
Laisvs pr. 10A, LT-04215
Vilnius, Lithuania
Key financial information regarding the Guarantors
The tables below present key selected standalone financial information for AS "mogo" as of and
for (i) the financial years ended 31 December 2024 and 31 December 2023 derived from AS
"mogo"'s audited standalone financial statements as of and for the financial year ended 31
December 2024 (including comparative financial information as at and for the financial year
ended 31 December 2023), prepared in accordance with IFRS and (i ) the six-month periods
ended 30 June 2025 and 30 June 2024 derived from the unaudited interim standalone financial
statements as of and for the six-month period ended 30 June 2025 and 30 June 2024 prepared
in accordance with Interim Financial Reporting (IAS 34).
Selected standalone statement of comprehensive income data of AS "mogo" (in Million EUR)
EUR
01.01.2024-
01.01.2023-
01.01.2025-
01.01.2024-
31.12.2024
31.12.2023
30.06.2025
30.06.2024
(audited)
(audited)
(unaudited)
(unaudited)
Total
(1.0)
(0.0)
(0.1)
(0.5)
comprehensive
income for the
year/period
Selected standalone statement of financial position data of AS "mogo" (in Million EUR)
EUR
01.01.2024-
01.01.2023-
01.01.2025-
01.01.2024-
31.12.2024
31.12.2023
30.06.2025
30.06.2024
(audited)
(audited)
(unaudited)
(unaudited)
Total liabilities
8.4
21.3
13.0
3.9
Total equity and
30.4
44.3
34.9
26.7
liabilities
Selected standalone cash flow statement data of AS "mogo" (in Mil ion EUR)
10