Obligation Eleven Group 9.5% ( XS2393240887 ) en EUR

Eleven Group

98.45 % ⇌

Lettonie

XS2393240887 ( en EUR )

9.5% par an ( paiement semestriel )

17/10/2026 - Obligation échue

Prospectus brochure de l'obligation Eleving Group XS2393240887 en EUR 9.5%, échue

1 000 EUR

150 000 000 EUR

Eleving Group est une société financière technologique offrant des services financiers numériques dans les marchés émergents, notamment des prêts, des paiements et des services de gestion de patrimoine.

L'Obligation émise par Eleven Group ( Lettonie ) , en EUR, avec le code ISIN XS2393240887, paye un coupon de 9.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/10/2026

IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE OF THE UNITED STATES
IMPORTANT: You must read the following before continuing. The following applies to the preliminary offering memorandum (the "Offering
Memorandum") following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the
Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions, including any
modifications to them from time to time each time you receive any information from the Issuer as a result of such access. You acknowledge that
this electronic transmission and the delivery of this Offering Memorandum is confidential and intended only for you and you agree that you will not
forward, reproduce, copy, download or publish this electronic transmission or this Offering Memorandum (electronically or otherwise) to any other
person.
The Bonds (as defined below) are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive Directive (EU) 2016/97
(the "Insurance Distribution Directive"), where that client would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II; or (iii) not a qualified investor as defined in point (e) of Article 2 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, and
repealing Directive 2003/71/EC (the "Prospectus Regulation"). In addition, the Bonds provide for debt obligations of the Issuer and the Guarantors
with no exposure by investors to reference values or assets other than the assets and business operations of the Issuer and the Guarantors.
Consequently, no key information document required by Regulation (EU) No. 1286/2014 (the "PRIIPs Regulation") for offering or selling the Bonds
or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or
regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client,
as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key
information document required by the PRI Ps Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling
the Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION, NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THIS DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY
MANNER WHATSOEVER AND IN PARTICULAR MAY NOT BE FORWARDED TO ANY UNITED STATES ADDRESS. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS
DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU
HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT
AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.
Confirmation of your Representation: In order to be eligible to view this Offering Memorandum or make an investment decision with respect to
the securities described herein, investors must be outside of the United States. This Offering Memorandum is being sent at your request and by
accepting the e-mail and accessing this Offering Memorandum, you shall be deemed to have represented the Issuer that (1) you and any customers
you represent are outside of the United States and not a U.S. Person (as defined in the Regulation S under the Securities Act) and that the
electronic mail address that you gave the Issuer and to which this e-mail has been delivered is not located in the United States and (2) that you
consent to delivery of such Offering Memorandum by electronic transmission.
Mifid II Product Governance. Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as
defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Bonds to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID I is responsible for undertaking its own target
market assessment in respect of the Bonds (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
I

You are reminded that this Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Offering
Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you
authorized to, deliver or disclose the contents of this Offering Memorandum to any other person.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or
solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any
affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such
affiliate on behalf of the Issuer in such jurisdiction.
This Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be
altered or changed during the process of electronic transmission and consequently, the Issuer or any person who controls any of it, nor any director,
officer, employee nor agent of the Issuer (the "Agents") of it or affiliate of any such person accepts any liability or responsibility whatsoever in
respect of any difference between the Offering Memorandum distributed to you in electronic format and the hard copy version available to you on
request from the Issuer or the Agents.
You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility
to take precautions to ensure that it is free from viruses and other items of a destructive nature.

II

SUBSCRIPTION AND SALE
The Lead Manager will, pursuant to a subscription agreement (the "Subscription Agreement"), agree with
the Issuer and the Guarantors, subject to the satisfaction of certain conditions, procure subscribers for the
Bonds at the issue price of []% of their principal amount and less certain commissions as agreed upon
with the Issuer. The Issuer will also reimburse the Lead Manager and the Co-Manager in respect of certain
of their expenses in connection with the issue of the Bonds, and the Issuer and the Guarantors have agreed
to indemnify the Lead Manager and the Co-Manager against certain liabilities that may be incurred in
connection with the offer, issue and sale of the Bonds. The Subscription Agreement may be terminated in
certain circumstances prior to the issue, sale and delivery of the Bonds.
To the extent permitted by local law, the Lead Manager and the Co-Manager and the Issuer have agreed
that commissions may be offered to certain brokers, financial advisors and other intermediaries based upon
the amount of investment in the Bonds purchased by such intermediary and/or its customers. Each such
intermediary is required by law to comply with any disclosure and other obligations related thereto, and
each customer of any such intermediary is responsible for determining for itself whether an investment in
the Bonds is consistent with its investment objectives.

III

NOTICE TO INVESTORS
You should rely only on the information contained in this Offering Memorandum. Neither the Issuer
nor the Guarantors (as defined herein) have authorized anyone to provide you with information that
is different from the information contained herein. If given, any such information should not be
relied upon. You should not assume that the information contained in this Offering Memorandum
is accurate as of any date other than the date on the front of this Offering Memorandum.
Neither the Issuer nor the Guarantors are making an offer of the Bonds in any jurisdiction where
the Offering is not permitted.
You are reminded that this Offering Memorandum has been delivered to you on the basis that you
are a person into whose possession this Offering Memorandum may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are located and you may not, nor are you
authorized to, deliver or disclose the contents of this Offering Memorandum to any other person.
REFERENCES
Unless the context otherwise requires, references to "we", "our", "us", "Eleving" or the "Group" refer to
Eleving Group and its direct and indirect subsidiaries. Unless the context otherwise requires, references
to the "Issuer" refer to Eleving Group.
Unless otherwise defined, capitalized terms used in this Prospectus have the same meaning as defined in
the terms and conditions governing the Bonds (the "Terms and Conditions").
Information posted on our website and those of our affiliates and subsidiaries do not constitute a part of
this Offering Memorandum.
NOTICE TO PROSPECTIVE INVESTORS
This Offering Memorandum is intended solely for the purpose of soliciting indications of interest in the
Bonds from qualified investors and does not purport to summarize all of the terms, conditions, covenants
and other provisions contained in the Terms and Conditions and other transaction documents described
herein. None of Oppenheimer & Co. Inc. (the "Lead Manager"), Signet Bank AS (the "Co-Manager"), or
any of their directors, affiliates, advisers or agents has independently verified the information contained in
this Offering Memorandum in connection with the issue or offering of the Bonds and no representation or
warranty, express or implied, is made by the Lead Manager, the Co-Manager or any of their directors,
affiliates, advisers or agents with respect to the accuracy or completeness of such information. Nothing
contained in this Offering Memorandum is to be construed as, or shal be relied upon as, a promise,
warranty or representation, whether to the past or the future, by us or the Lead Manager or the Co-Manager
or any of our or their respective directors, affiliates, advisers or agents in any respect. Banque
Internationale à Luxembourg S.A. (the "Paying Agent") assumes no undertaking as to the economical and
financial soundness of the information contained herein and the quality or solvency of the Issuer. The
Paying Agent makes no representation or warranty, express or implied, as to the accuracy or completeness
of the information contained in this Offering Memorandum.
The contents of this Offering Memorandum are not, are not to be construed as, and should not be relied
on as, legal, business or tax advice and each prospective investor should consult its own legal and other
advisers for any such advice relevant to it.
Prospective investors hereby acknowledge that (i) they have not relied on the Lead Manager, the Co-
Manager or any person affiliated with the Lead Manager or the Co-Manager in connection with any
investigation of the accuracy of the information in this Offering Memorandum or their investment decision,
and (i ) no person has been authorized to give any information or to make any representation concerning
us, the Bonds or the Guarantees (other than as contained herein and information given by our duly
IV

authorized officers and employees, as applicable, in connection with investors' examination of us, and the
terms of this offering) and, if given or made, any such other information or representation should not be
relied upon as having been authorized by us, the Lead Manager or the Co-Manager. This Offering
Memorandum must be read and construed together with any amendments or supplements hereto and with
any information incorporated by reference herein.
This Offering Memorandum is personal to the prospective investor to whom it has been delivered by the
Lead Manager or the Co-Manager and does not constitute an offer to any other person or to the public in
general to subscribe for or otherwise acquire the Bonds. Distribution of this Offering Memorandum to any
person other than the prospective investor and those persons, if any, retained to advise that prospective
investor with respect thereto is unauthorized, and any disclosure of its contents without our prior written
consent is prohibited. The prospective investor, by accepting delivery of this Offering Memorandum, agrees
to the foregoing and agrees not to make any copies of this Offering Memorandum.
The Bonds described in this Offering Memorandum have not been registered with, recommended by or
approved by the U.S. Securities and Exchange Commission (the "SEC") or any other securities commission
or regulatory authority, nor has the SEC or any other securities commission or authority passed upon the
accuracy or adequacy of this Offering Memorandum. Any representation to the contrary is a criminal
offence in the United States. The Bonds have not been, and wil not be, registered under the U.S. Securities
Act or with any securities regulatory authority of any state or other jurisdiction of the United States. Bonds
may not be offered or sold within the United States, or to, or for the account of U.S. Persons except in
accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act.
Confirmation of your Representation: In order to be eligible to view this Offering Memorandum or make
an investment decision with respect to the securities described herein, investors must be outside of the
United States. This Offering Memorandum is being sent at your request and by accepting the e-mail and
accessing this Offering Memorandum, you shal be deemed to have represented the Issuer that (1) you
and any customers you represent are outside of the United States and not a U.S. Person (as defined in
the Regulation S under the Securities Act) and that the electronic mail address that you gave the Issuer
and to which this e-mail has been delivered is not located in the United States and (2) that you consent to
delivery of such Offering Memorandum by electronic transmission.
You are not to construe the contents of this Offering Memorandum as investment, legal or tax advice. You
should consult your own counsel, accountant and other advisors as to legal, tax, business, financial and
related aspects of a purchase of the Bonds. We are not making any representation to you regarding the
legality of an investment in the Bonds by you under applicable investment or similar laws.
No person is authorized in connection with the offering to give any information or to make any
representation not contained in this Offering Memorandum, and, if given or made, any other information or
representation must not be relied upon as having been authorized by us. The information contained in this
Offering Memorandum is as of the date hereof and subject to change, completion or amendment without
notice. The delivery of this Offering Memorandum at any time after the date hereof shal not, under any
circumstances, create any implication that there has been no change in the information set forth in this
Offering Memorandum or in our affairs since the date of this Offering Memorandum. We undertake no
obligation to update this Offering Memorandum or any information contained in it, whether as a result of
new information, future events or otherwise, save as required by law.
This Offering Memorandum is being provided for informational use solely in connection with the
consideration of a purchase of the Bonds (i) to QIBs and (i ) to qualified purchasers in offshore transactions
complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act. Its use for any other
purpose is not authorized.
We accept responsibility for the information contained in this Offering Memorandum. To the best of our
knowledge and belief, having taken all reasonable care to ensure that such is the case, the information
contained in this Offering Memorandum is in accordance with the facts and does not omit anything that is
likely to affect the import of such information. The information contained in this Offering Memorandum has
V

been furnished by us and other sources we believe to be reliable. Nothing contained in this Offering
Memorandum is or shal be relied upon as a promise or representation, whether as to the past or the future.
This Offering Memorandum contains summaries, believed to be accurate, of some of the terms of specific
documents, but reference is made to the actual documents, copies of which wil be made available to you
upon request, for the complete information contained in those documents. Al summaries herein are
qualified in their entirety by this reference.
We reserve the right to withdraw this offering at any time, and we reserve the right to reject any commitment
to subscribe for the Bonds in whole or in part and to allot to any prospective purchaser less than the full
amount of Bonds sought by such purchaser.
The distribution of this Offering Memorandum and the offer and sale of the Bonds may be restricted by law
in some jurisdictions. This Offering Memorandum does not constitute an offer to sell or an invitation to
subscribe for or purchase any of the Bonds in any jurisdiction in which such offer or invitation is not
authorized or to any person to whom it is unlawful to make such an offer or invitation. Persons into whose
possession this Offering Memorandum comes must inform themselves about and observe any such
restrictions. For a description of the restrictions on offers, sales and resales of the Bonds and distribution
of this Offering Memorandum, see sections below and "Selling Restrictions". We are not making any
representation to any offeree or purchaser under any applicable law.
The information set out in relation to sections of this Offering Memorandum describing clearing and
settlement arrangements is subject to any change in or reinterpretation of the rules, regulations and
procedures of the applicable clearing systems as currently in effect. While we accept responsibility for
accurately summarizing the information concerning Euroclear and Clearstream and their participants, we
accept no further responsibility in respect of such information.
We wil not, nor wil any of our respective agents, have responsibility for the performance of the respective
obligations of Euroclear and Clearstream or their respective participants under the rules and procedures
governing their operations, nor will we or our agents have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, book-entry interests held through the facilities of any
clearing system or for maintaining, supervising or reviewing any records relating to these book-entry
interests. Investors wishing to use these clearing systems are advised to confirm the continued applicability
of their rules, regulations and procedures.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
Nothing in this electronic transmission constitutes an offer of securities for sale in the United States or any
jurisdiction where it is unlawful to do so. The securities have not been, and wil not be, registered under the
US Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the
United States or other jurisdiction and the securities may not be offered or sold within the United States
except pursuant to an exemption from, or in a transaction, not subject to, the registration requirements of
the securities act and applicable state or local securities laws.
The following document may not be forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever and in particular may not be forwarded to any United States address.
Any forwarding, distribution or reproduction of this document in whole or in part is unauthorized. Failure to
comply with this directive may result in a violation of the securities act or the applicable laws of other
jurisdictions. If you have gained access to this transmission contrary to any of the foregoing restrictions,
you are not authorized and will not be able to purchase any of the securities described therein.
NOTICE TO PROSPECTIVE INVESTORS IN SWITZERLAND
Neither this Offering Memorandum nor any other offering or marketing material relating to the offering, the
Issuer or the Bonds have been or wil be filed with or approved by any Swiss regulatory authority. In
particular, this Offering Memorandum wil not be filed with, and the offer of Bonds wil not be supervised
by, the Swiss Financial Market Supervisory Authority ("FINMA"), and the offer of Bonds has not been and
wil not be authorized under the Swiss Federal Act on Collective Investment Schemes (the "CISA"). The
VI

investor protection afforded to acquirers of interests in collective investment schemes under the CISA does
not extend to acquirers of Bonds.
NOTICE TO PROSPECTIVE INVESTORS IN OTHER JURISDICTIONS
The distribution of this Offering Memorandum and the offer and sale or resale of the Bonds may be
restricted by law in certain jurisdictions. Persons into whose possession this Offering Memorandum (or any
part hereof) comes are required by us to inform themselves about, and to observe, any such restrictions.
MIFID II PRODUCT GOVERNANCE
Solely for the purposes of each manufacturer's product approval process, the target market assessment
in respect of the Bonds, taking into account the five categories referred to in item 18 of the Guidelines on
MiFID II (as defined below) product governance requirements published by ESMA dated 5 February 2018,
has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional
clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (i ) all channels for
distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, sel ing or recommending the Bonds (a "distributor") should take into consideration
the manufacturers' target market assessment; however, a distributor subject to MiFID I is responsible for
undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of MiFID II; or (i ) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (i i) not a qualified investor as defined in point (e) of Article 2 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, and repealing Directive 2003/71/EC (the "Prospectus Regulation"). In addition, the Bonds provide
for debt obligations of the Issuer and the Guarantors with no exposure by investors to reference values or
assets other than the assets and business operations of the Issuer and the Guarantors. Consequently, no
key information document required by Regulation (EU) No. 1286/2014 (the "PRIIPs Regulation") for
offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Bonds or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"); or (i ) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 ("FSMA") and any rules or regulations made under the FSMA to implement
the Insurance Distribution Directive, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue
of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms
part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Bonds
or otherwise making them available to retail investors in the UK has been prepared and therefore offering
or selling the Bonds or otherwise making them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.

VII

AVAILABLE INFORMATION
Each purchaser of the Bonds will be furnished with a copy of this Offering Memorandum and any related
amendments or supplements to this Offering Memorandum. Each person receiving this Offering
Memorandum and any related amendments or supplements to this Offering Memorandum acknowledges
that:
(1)
such person has been afforded an opportunity to request from us and to review, and has received,
all additional information considered by it to be necessary to verify the accuracy and completeness
of the information herein; and
(2)
except as provided pursuant to clause (1) above, no person has been authorized to give any
information or to make any representation concerning the Bonds offered hereby other than those
contained herein and, if given or made, such other information or representation should not be relied
upon as having been authorized by us.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE BONDS.
VIII

PRELIMINARY OFFERING MEMORANDUM
SUBJECT TO COMPLETION AND AMENDMENT, DATED 29 SEPTEMBER 2021

Eleving Group
formerly known as Mogo Finance
Luxembourg
Offering Memorandum

EUR [],000,000.00
[]% Senior Secured Bonds due 2026 (the "Bonds")
with a Term from [] 2021 until [] 2026
of [] 2021
International Securities Identification Number (ISIN): XS2393240887
Common Code: 239324088
Issue price of the Bonds: []%
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
[]% senior secured bonds due [] 2026 for an aggregate principal amount of EUR [] (the "Bonds") as from []
October 2021 (the "Issue Date").
The Bonds constitute direct, general, unconditional, unsubordinated and secured obligations of the Issuer. The
Bonds wil at al times rank pari passu in right of payment with al other present and future secured obligations
of the Issuer and senior to al its existing and future subordinated debt. 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 (col ectively the "Guarantees" and each a
"Guarantee"). The Bonds are further secured by the Transaction Securities (as defined below) granted by the
Issuer and certain other direct and indirect subsidiaries of the Issuer (the "Pledgors" and, together with the
Guarantors, the "Security Providers").
This offering memorandum (the "Offering Memorandum") has been prepared on the basis that any offer of the
Bonds in any member state of the European Economic Area wil be made pursuant to an exemption under
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").
Application wil be made to the Frankfurt Stock Exchange for the Bonds to be included to trading at the Open
Market (Quotation Board) upon Settlement Date (as defined below).
On [] 2021, Fitch Deutschland GmbH ("Fitch") has assigned (i) a Long-Term Issuer Default Rating (IDR) of `B-
` with Stable Outlook to the Issuer, (i ) a Short-Term Issuer Default Rating (IDR) of [`B`] to the Issuer and (i i) a
Senior Secured Debt Rating of [`B-/RR4'] for the Bonds. Credit ratings included or referred to in this Offering
Memorandum 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/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. A rating
is not a recommendation to buy, sel or hold securities and may be subject to revision, suspension or withdrawal
at any time by the assigning rating agency.
1

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 al or a very substantial
part of their investment.
The distribution of this Offering Memorandum may be limited by certain legislation. Any person who enters into
possession of this Offering Memorandum 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.

LEAD MANAGER AND SOLE BOOKRUNNER
Oppenheimer & Co. Inc

CO-MANAGER
Signet Bank AS

2