Eleving Group, a publicly listed international financial technology company, has announced the launch of a public exchange offer for holders of its existing 2023/2028 bonds (ISIN DE000A3LL7M4). Under the offer, holders are invited to exchange their existing bonds for newly issued senior secured 2026/2032 bonds (ISIN XS3517354141) with a six-year maturity. The new bonds, totaling EUR 200 million, carry a fixed interest rate of 9% per annum, with up to EUR 25 million available specifically for existing bondholders through the exchange offer. The company has also published a conditional notice of early voluntary redemption for any existing 2023/2028 bonds not exchanged. Subject to the notice's conditions, these bonds are expected to be redeemed on or around 02 November 2026, or on a later date announced by Eleving Group.
The exchange offer period runs from 6 October 2026 to 20 October 2026, during which holders can offer their existing bonds for exchange. Because the reserved amount is limited to EUR 25 million, final allocation will be determined after the period ends. Settlement is expected on or around 26 October. Each new bond has a nominal value of EUR 100, a six-year maturity from issue date, and a fixed coupon of 9% per annum, with interest payable quarterly. Existing bonds will be exchanged on a 1:1 ratio, meaning EUR 100 nominal of old bonds for EUR 100 nominal of new bonds, subject to final allocation. Accrued and unpaid interest on the existing bonds from the last coupon payment date up to, but excluding, the settlement date will be paid in cash. Existing bonds not exchanged are expected to be redeemed at 101% on or around 02 November 2026, subject to the conditions in the conditional early voluntary redemption notice.
Holders of the existing bonds will receive detailed information and instructions through their custodian banks, including terms and procedures for participation. Upon submission of exchange instructions, the respective existing bonds will be blocked from trading. Existing bonds for which no exchange instructions are submitted will remain freely tradable. The new bonds are expected to be admitted to trading on the Regulated Market of the Frankfurt Stock Exchange (General Standard) and the Baltic Regulated Market of Nasdaq Riga on or around 20 October 2026. The securities prospectus approved by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg is available on the Company's website: www.eleving.com. Additional documents include the Eleving Group Bond Issue and Exchange Offer Prospectus, the Eleving Group Bond Terms and Conditions, the Eleving Group Exchange Offer Invitation, the Eleving Group Addendum Exchange Offer Invitation, the Eleving Group Early Redemption Notice, and summaries of the prospectus in Latvian, Lithuanian, Estonian, and German.
Eleving Group will host an investor call on 14 October 2026 at 14:00 CEST, featuring CEO Modestas Sudnius and CFO Māris Kreics, who will provide an overview of the exchange offer and recent business results. Registration is available here. The original release can be viewed on www.newmediawire.com.
The exchange offer and conditional redemption are significant for bondholders, as they provide an opportunity to extend maturity and secure a 9% coupon, while non-exchanged bonds face early redemption at 101%. For Eleving Group, the move refinances existing debt and potentially strengthens its capital structure, supporting its operations across 18 countries. The new bonds' listing on major exchanges enhances liquidity and visibility. This development matters to investors and the fintech industry as it demonstrates Eleving Group's proactive liability management and could set a precedent for similar issuers.
