AZRN Azerion Group NV

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

Amsterdam, 19 June 2024 - Azerion Group N.V. (the "Company" or "Azerion") announces today that it has, following a bookbuilding process, successfully placed a subsequent bond issue (the “Subsequent Bond Issue” or the “Subsequent Bonds”) in an amount of EUR 50 million under the Company’s existing senior secured floating rate bond framework of EUR 300 million with ISIN NO0013017657 (the “Bonds”). Following the Subsequent Bond Issue, the outstanding aggregate principal amount under the Bonds will be EUR 215 million. The transaction was met with strong demand from primarily institutional investors based in the Nordic markets, Europe and the U.S., and was placed at a price of 100.75% of par.   

Proceeds from the Subsequent Bond Issue will be used to finance general corporate purposes of the Company, including capital expenditure, acquisitions and transaction costs.

Ben Davey, CFO Azerion: “We are delighted with the successful subsequent bond issue and the strong support received from existing and new bond investors across the Nordics, Europe and the U.S. The proceeds received will support our continued focus on growing our Platform and the execution of our strategy.”

Settlement of the Subsequent Bonds is expected to be on or about 5 July 2024. The Company shall use its best efforts to ensure that the Subsequent Bonds are listed on the relevant Regulated Market no later than 60 days after the issuance of the Subsequent Bonds and with an intention to list within 30 days and on Frankfurt Stock Exchange Open Market as soon as practically possible after the issuance of the Subsequent Bonds.

Pareto Securities AB acted as sole bookrunner and Roschier Advokatbyrå AB acted as legal advisor in connection with the Subsequent Bond Issue.

About AzerionFounded in 2014, Azerion (EURONEXT: AZRN) is one of Europe’s largest digital advertising and entertainment media platforms. Azerion brings global scaled audiences to advertisers in an easy and cost-effective way, delivered through our proprietary technology, in a safe, engaging, and high quality environment, utilizing our strategic portfolio of owned and operated content with entertainment and other digital publishing partners.

Having its roots in Europe and with its headquarters in Amsterdam, Azerion has commercial teams based in over 23 offices around the world to closely support our clients and partners to find and execute creative ways to make a real impact through advertising.

For more information visit: www.azerion.com

For further information, please contact:Andrew BuckmanVP Investor Relationsir@azerion.com

This press release relates to the disclosure of information that qualified, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 14:30 CEST on 19 June 2024.

Disclaimer

This communication does not constitute an offer to sell, or a solicitation of an offer to buy, any securities or any other financial instruments.

This communication does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Bonds or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever.

In particular, this communication does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, or form part of any offer, invitation or solicitation to purchase, securities to any person located or resident in the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act). The securities referred to herein have not been, and will not be, registered pursuant to U.S. Securities Act or any securities laws in any state or other jurisdiction in the United Sates and may not be offered, sold, accepted, exercised, re-sold, renounced, transferred or delivered, whether directly or indirectly, in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. No public offering of securities is being, has been, or will be made in the United States.

This communication is made accessible on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of such securities. The Bonds have, with respect to persons in Member States of EEA, only been offered to persons who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Regulation and Section 1:1 of the Dutch Financial Supervision Act. The expression "Prospectus Regulation" means Regulation No. 1129/2017.

In the United Kingdom, the material is made accessible on the basis that any offers of securities referred to herein will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of such securities. The Bonds have, with respect to persons in the United Kingdom, only been offered to persons who are qualified investors within the meaning of Article 2(1)(e) of the UK Prospectus Regulation. The expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018.

The release, publication or distribution of the material may be restricted by law and persons in such jurisdictions in which a release, publication or distribution of the material should therefore inform themselves about, and observe, any such restrictions.  

This press release may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Company about future events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.

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