Verve Group SE Places EUR500M New Senior Unsecured Bonds and Announces Early Redemption of 2026 and 2027 Bonds - Driving Significant Interest Cost Reduction Verve Group SE Places EUR500M New Senior Unsecured Bonds and Announces Early Redemption of 2026 and 2027 Bonds - Driving Significant Interest Cost Reduction THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES IN ACCORDANCE WITH APPLICABLE LAW.

EQS-News: Verve Group SE Places EUR500M New Senior Unsecured Bonds and Announces Early Redemption of 2026 and 2027 Bonds - Driving Significant Interest Cost Reduction (deutsch)

Verve Group SE Places EUR500M New Senior Unsecured Bonds and Announces Early Redemption of 2026 and 2027 Bonds - Driving Significant Interest Cost Reduction

   Verve Group SE Places EUR500M New Senior Unsecured Bonds and
   Announces Early Redemption of 2026 and 2027 Bonds - Driving
   Significant Interest Cost Reduction

      THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION
   IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE
   UNITED STATES, UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG,
   JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA,
   SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE,
   DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE
   REGISTRATION OR ANY OTHER MEASURES IN ACCORDANCE WITH APPLICABLE
   LAW.

   Verve Group SE Places EUR500M New Senior Unsecured Bonds and
   Announces Early Redemption of 2026 and 2027 Bonds - Driving
   Significant Interest Cost Reduction

   06 March 2025 - Verve Group SE ("Verve" or the "Company", ISIN:
   SE0018538068; ticker: VER / M8G) has successfully placed new
   senior unsecured floating rate callable bonds (ISIN SE0023848429)
   in the amount of EUR500 million under a framework of EUR650 million
   (the "Bonds" or the "Bond Issue") following an exceptionally
   strong bookbuilding process.

   The transaction saw significant demand from top-tier institutional
   investors primarily in Europe and the United States, reinforcing
   market confidence in Verve's strong business fundamentals and
   growth strategy. The Bonds will have a 4-year tenor and carry a
   floating rate coupon of 3-months EURIBOR plus 4.00 percent per
   annum, substantially lowering Verve's financing costs compared to
   the 2026 and 2027 bonds. This refinancing results in annual
   interest cost savings of around EUR12.5 million, immediately
   increasing free cash flow, further strengthening financial
   flexibility, and providing additional capacity for expansion and
   deleveraging.

   Proceeds from the Bond Issue will be used to fully redeem the
   Company's outstanding 2026 bonds and 2027 bonds (together the
   "Existing Bonds"), as well as for general corporate purposes of
   the Company. The Existing Bonds will be redeemed at a redemption
   price of 102.344% and 103.625% of their nominal amounts,
   respectively, together with accrued but unpaid interest up to (and
   including) the redemption date. The redemption date for the
   Existing Bonds will be 10 April 2025 and the record date will be 3
   April 2025. Both redemptions are conditional upon the Bonds being
   issued by the record date for the redemption. A notice of early
   redemption will be sent to directly registered owners of the
   Existing Bonds as of 6 March 2025.

   Christian Duus, CFO of Verve: "Following the publication of our
   strong Q4 and full year 2024 numbers, we are happy to now be able
   to place a new EUR500m bond with substantially lower interest rate
   reducing the weighted margin by approximately 2.73 percent, which
   in turn will lead to additional free cash flows and increased
   earnings per share. I would like to thank all existing as well as
   new bondholders for their support of Verve. We are continuing to
   deliver on our strategy with focus on organic growth and further
   strengthening our unique proposition to customers and partners."

   Settlement for the issue of the Bonds is expected to occur on 1
   April 2025. The Company intends to apply for admission to trading
   of the Bonds on the corporate bond list of Nasdaq Stockholm and
   the Open Market of the Frankfurt Stock Exchange.

   Pareto Securities and ABG Sundal Collier acted as joint
   bookrunners in connection with the Bond Issue. Echt Corporate
   Advisory acted as financial advisor to Verve. Gernandt &
   Danielsson Advokatbyrå acted as legal advisor in connection with
   the Bond Issue and Baker McKenzie acted as legal advisor to Verve.

   Responsible parties

   The information was submitted for publication, through the agency
   of the contact persons set out below, at the time stated by
   Verve's news distributor EQS Newswire upon publication of this
   press release.

   For further information, please contact:

   Sören Barz
   Head of Investor Relations
   [phone]
   [e-mail]
   www.investors.verve.com

   About Verve

   Verve Group SE ("Verve" or the "Company", ISIN: SE0018538068;
   ticker: VER / M8G) operates a cutting-edge ad software platform
   connecting advertisers seeking to buy digital ad space with
   publishers monetizing their content. Guided by the mission "Let's
   make media better," the Company focuses on enabling better
   outcomes for brands, agencies, and publishers with responsible
   advertising solutions, with an emphasis on emerging media
   channels. Verve is focused on delivering innovative technologies
   for targeted advertising without relying on identifiers like
   cookies or IDFA (the Identifier for Advertisers). Additionally,
   the platform fosters direct engagement between advertisers and
   publishers, eliminating intermediaries for greater efficiency.
   Verve's main operational presence is in North America and Europe,
   and it is registered as a Societas Europaea in Sweden
   (registration number 517100-0143). Its shares are listed on the
   Nasdaq First North Premier Growth Market in Stockholm and the
   Scale segment of the Frankfurt Stock Exchange. Verve's certified
   advisor on the Nasdaq First North Premier Growth Market is FNCA
   Sweden AB; contact info: [e-mail].

   Forward-looking statements

   This release contains forward-looking statements that reflect the
   Company's intentions, beliefs, or current expectations about and
   targets for the Company's and the group's future results of
   operations, financial condition, liquidity, performance,
   prospects, anticipated growth, strategies and opportunities and
   the markets in which the Company and the group operates.
   Forward-looking statements are statements that are not historical
   facts and may be identified by words such as "believe", "expect",
   "anticipate", "intend", "may", "plan", "estimate", "will",
   "should", "could", "aim" or "might", or, in each case, their
   negative, or similar expressions. The forward-looking statements
   in this release, including the pro-forma financial figures
   addressed therein, are based upon various assumptions, many of
   which are based, in turn, upon further assumptions. Although the
   Company believes that the expectations reflected in these
   forward-looking statements and pro-forma financial numbers are
   reasonable it can give no assurances that they will materialize or
   prove to be correct. Because these statements are based on
   assumptions or estimates and are subject to risks and
   uncertainties, the actual results or outcome could differ
   materially from those set out in the forward-looking statements as
   a result of many factors. Such risks, uncertainties, contingencies
   and other important factors could cause actual events to differ
   materially from the expectations expressed or implied in this
   release by such forward-looking statements. The Company does not
   guarantee that the assumptions underlying the forward-looking
   statements in this release (including the pro-forma financial
   figures) are free from errors and readers of this release should
   not place undue reliance on the forward-looking statements in this
   release. The information, opinions and forward-looking statements
   that are expressly or implicitly contained herein speak only as of
   its date and are subject to change without notice. Neither the
   Company nor anyone else undertake to review, update, confirm or to
   release publicly any revisions to any forward-looking statements
   to reflect events that occur or circumstances that arise in
   relation to the content of this release, unless it is so required
   by law or applicable stock exchange rules.

     ____________________________________________________________

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   2096746  06.03.2025 CET/CEST