Verve announces intention to carry out a directed share issue


Verve announces intention to carry out a directed share issue

   
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   IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

   Disclosure of inside information according to Article 17 MAR of
   the Regulation (EU) No 596/2014

June 18, 2024

Verve announces intention to carry out a directed share issue

   The board of directors of Verve Group SE (Scale Segment Frankfurt
   Stock Exchange: VER), (Nasdaq First North Premier Growth Market:
   VER) ("Verve" or the "Company") hereby announces its intention to
   carry out an issue of approximately 27 million new ordinary A
   shares (approximately 17 percent of outstanding share capital)
   directed to institutional investors through an accelerated
   book-building procedure pursuant to the authorisation granted by
   the annual general meeting held on June 13, 2024 (the "Directed
   Share Issue"). The Directed Share Issue is intended to be carried
   out in connection with the acquisition of Jun Group (the
   "Acquisition"), announced by the Company earlier today, to
   maintain the Company's desired capital structure with a mid-term
   pro forma Net Leverage ratio of 1.5-2.5x. Verve has engaged
   Pareto Securities AB and Swedbank AB (publ) (jointly referred to
   as the "Managers") to explore the conditions for carrying out the
   Directed Share Issue.

   The subscription price will be determined through an accelerated
   book-building procedure, which will commence immediately after
   publication of this announcement and end before the commencement
   of trading on Nasdaq First North Premier Growth Market on June
   19, 2024. The book-building procedure may, at the discretion of
   the Company, close earlier or later and may be cancelled at any
   time.

   The Company intends to use the net proceeds from the Directed
   Share Issue in order to maintain the Company's desired capital
   structure following the financing of the Acquisition, which is
   expected to be closed in September 2024, and to further
   strengthen the Company's financial position in line with the
   Company's updated financial targets.

   The Company's two largest shareholders, Bodhivas GmbH, owned by
   Remco Westermann (CEO and Board Member) and funds managed by
   Oaktree Capital Management, L.P. ("Oaktree"), as well as a highly
   reputable Swedish multi-family office have indicated an interest
   to subscribe for a substantial share of the Directed Share Issue.
   The support from two of the Company's key shareholders is
   expected to increase the interest in and thereby facilitate the
   Directed Share Issue.

   The Company has considered the possibility to raise the required
   equity through a rights issue. However, the Board of Directors of
   the Company has concluded that the Directed Share Issue would be
   significantly more time-effective, which is essential in order to
   maintain the Company's desired capital structure following the
   financing of the Acquisition. Also, a rights issue would entail
   significantly higher costs and increased exposure to potential
   market volatility compared to the Directed Share Issue. Unlike a
   rights issue, the Directed Share Issue is also expected to
   broaden the shareholder base and provide the Company with new
   qualified and institutional investors, which the Board of
   Directors considers to be of benefit to the Company and the
   general liquidity in the share. Considering the above reasons,
   the Board of Directors has made the assessment that a Directed
   Share Issue with deviation from the shareholders' preferential
   rights, as authorised by the annual general meeting held on June
   13, 2024, in this specific case clearly and with sufficient
   strength outweighs the reasons that justifies the main rule that
   share issues shall be carried out with application of the
   shareholders' pre-emptive rights. Therefore, the Directed Share
   Issue is the most favourable alternative for the Company and in
   the best interest of the Company and all shareholders. As the
   subscription price in the Directed Share Issue will be determined
   through a book-building procedure, the Board of Directors
   assesses that the subscription price will reflect current market
   conditions and demand.

   In connection with the Directed Share Issue, the Company has
   agreed, with customary exceptions, not to issue additional shares
   for a period of 90 calendar days after the first settlement date
   (unless for M&A financing). In addition, Remco Westermann
   (including for Bodhivas GmbH) as well as the Board and Executive
   Management have committed to not sell any shares in Verve for the
   same period of 90 calendar days after the first settlement date.

Advisers

   Pareto Securities AB and Swedbank AB (publ) have been appointed
   Joint Global Coordinators and Joint Bookrunners. Baker McKenzie
   acts as legal counsel to the Company and Gernandt & Danielsson
   Advokatbyrå acts as legal counsel to the Managers in connection
   with the Directed Share Issue.

Responsible parties

   This information is such information Verve Group SE is obliged to
   make public in accordance with the (EU) Market Abuse Regulation
   596/2014.The information in this release has been made public
   through the agency of the responsible persons set out below for
   publication at the time stated by Verve's news distributor EQS
   Newswire at the publication of this release. The responsible
   persons below may be contacted for further information.

For further information, please contact:

Sören Barz

Head of Investor Relations

+49 170 376 9571

soeren.barz@mgi-se.com, investor@mgi-se.com

www.verve.com


About Verve:

   Verve (Ticker: VER) is a fast-growing, profitable digital media
   company that provides AI-driven ad-software solutions. Verve
   matches global advertiser demand with publisher ad-supply,
   enhancing results through first-party data from its own content.
   Aligned with our 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'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. The company has three secured bonds listed on Nasdaq
   Stockholm and the Frankfurt Stock Exchange Open Market. Verve's
   certified advisor on the Nasdaq First North Premier Growth Market
   is FNCA Sweden AB; contact info: info@fnca.se.

IMPORTANT INFORMATION

   The release, announcement or distribution of this press release
   may, in certain jurisdictions, be subject to restrictions by law.
   The recipients of this press release in jurisdictions where this
   press release has been published or distributed shall inform
   themselves of and follow such restrictions. The recipient of this
   press release is responsible for using this press release, and
   the information contained herein, in accordance with applicable
   rules in each jurisdiction. This press release does not
   constitute an offer to sell or an offer, or the solicitation of
   an offer, to acquire or subscribe for shares issued by the
   Company in any jurisdiction where such offer or invitation would
   be illegal prior to registration, exemption from registration or
   qualification under the securities laws of such jurisdiction.

   This press release is not a prospectus for the purposes of the
   Prospectus Regulation (EU) 2017/1129 (the "Prospectus
   Regulation") and has not been approved by any regulatory
   authority in any jurisdiction. The Company has not authorised any
   offer to the public of shares or rights in any Member State of
   the EEA and no prospectus has been or will be prepared in
   connection with the Directed Share Issue. In any EEA Member
   State, this communication is only addressed to and is only
   directed at qualified investors in that Member State within the
   meaning of the Prospectus Regulation.

   This press release does not constitute or form part of an offer
   or solicitation to purchase or subscribe for securities in the
   United States. The securities referred to herein may not be
   offered or sold within the United States absent registration or
   an applicable exemption from, or in a transaction not subject to,
   the registration requirements of the U.S. Securities Act of 1933,
   as amended (the "Securities Act"). There is no intention to
   register any securities referred to herein in the United States
   or to make a public offering of the securities in the United
   States. The information in this press release may not be
   announced, published, copied, reproduced or distributed, directly
   or indirectly, in whole or in part, within or into Australia,
   Belarus, Canada, Hong Kong, Japan, New Zealand, Russia,
   Switzerland, Singapore, South Africa, South Korea, the United
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   restrictions or would require registration or any other action
   other than those required under Swedish law, is prohibited
   pursuant to EU, UK or US sanctions, or otherwise in conflict with
   applicable rules in such jurisdiction or cannot take place
   without application of an exemption from such measure. Actions
   taken in violation of this instruction may constitute a crime
   against applicable securities laws and regulations.

   In the United Kingdom, this document and any other materials in
   relation to the securities described herein is only being
   distributed to, and is only directed at, and any investment or
   investment activity to which this document relates is available
   only to, and will be engaged in only with, "qualified investors"
   (within the meaning of the United Kingdom version of the EU
   Prospectus Regulation (2017/1129/ EU) which is part of United
   Kingdom law by virtue of the European Union (Withdrawal) Act
   2018) who are (i) persons having professional experience in
   matters relating to investments who fall within the definition of
   "investment professionals" in Article 19(5) of the Financial
   Services and Markets Act 2000 (Financial Promotion) Order 2005,
   as amended (the "Order"); (ii) high net worth entities etc.
   falling within Article 49(2)(a) to (d) of the Order; or (iii)
   such other persons to whom such investment or investment activity
   may lawfully be made available under the Order (all such persons
   together being referred to as "Relevant Persons"). In the United
   Kingdom, any investment or investment activity to which this
   communication relates is available only to, and will be engaged
   in only with, Relevant Persons. Persons who are not Relevant
   Persons should not take any action on the basis of this press
   release and should not act or rely on it.

   This announcement does not identify or suggest, or purport to
   identify or suggest, the risks (direct or indirect) that may be
   associated with an investment in the new shares. Any investment
   decision to acquire or subscribe for shares in connection with
   the Directed Share Issue must be made on the basis of all
   publicly available information relating to the Company and the
   Company's shares. Such information has not been independently
   verified by the Managers. The Managers are acting for the Company
   in connection with the transaction and no one else and will not
   be responsible to anyone other than the Company for providing the
   protections afforded to its clients nor for giving advice in
   relation to the transaction or any other matter referred to
   herein.

   The information in this press release may not be forwarded or
   distributed to any other person and may not be reproduced at all.
   Any forwarding, distribution, reproduction or disclosure of this
   information in its entirety or in any part is prohibited. Failure
   to follow these instructions may result in a breach of the
   Securities Act or applicable laws in other jurisdictions.

   This press release does not constitute an invitation to warrant,
   subscribe, or otherwise acquire or transfer any securities in any
   jurisdiction. This press release does not constitute a
   recommendation for any investors' decisions regarding the
   Directed Share Issue. Each investor or potential investor should
   conduct a self-examination, analysis and evaluation of the
   business and information described in this press release and any
   publicly available information. The price and value of the
   securities can decrease as well as increase. Achieved results do
   not provide guidance for future results. Neither the contents of
   the Company's website nor any other website accessible through
   hyperlinks on the Company's website are incorporated into or form
   part of this press release.

Forward-looking statements

   This press release contains forward-looking statements that
   reflect the Company's intentions, beliefs, or current
   expectations about and targets for the Company's future results
   of operations, financial condition, liquidity, performance,
   prospects, anticipated growth, strategies and opportunities and
   the markets in which the Company 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 press release
   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 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 press release are free from
   errors and readers of this press release should not place undue
   reliance on the forward-looking statements in this press 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 press release, unless it
   is not required by law or Nasdaq First North Growth Market's
   Rulebook for issuers.

Information to distributors

   Solely for the purposes of the product governance requirements
   contained within: (a) EU Directive 2014/65/EU on markets in
   financial instruments, as amended ("MiFID II"); (b) Articles 9
   and 10 of Commission Delegated Directive (EU) 2017/593
   supplementing MiFID II; and (c) local implementing measures
   (together, the "MiFID II Product Governance Requirements"), and
   disclaiming all and any liability, whether arising in tort,
   contract or otherwise, which any "manufacturer" (for the purposes
   of the MiFID II Product Governance Requirements) may otherwise
   have with respect thereto, the shares in the Company have been
   subject to a product approval process, which has determined that
   such shares are: (i) compatible with an end target market of
   retail investors and investors who meet the criteria of
   professional clients and eligible counterparties, each as defined
   in MiFID II; and (ii) eligible for distribution through all
   distribution channels as are permitted by MiFID II (the "EU
   Target Market Assessment"). Solely for the purposes of each
   manufacturer's product approval process in the United Kingdom,
   the target market assessment in respect of the shares in the
   Company has led to the conclusion that: (i) the target market for
   such shares is only eligible counterparties, as defined in the
   FCA Handbook Conduct of Business Sourcebook, and professional
   clients, as defined in Regulation (EU) No 600/2014 as it forms
   part of domestic law by virtue of the European Union (Withdrawal)
   Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of
   such shares to eligible counterparties and professional clients
   are appropriate (the "UK Target Market Assessment" and, together
   with the EU Target Market Assessment, the "Target Market
   Assessment"). Notwithstanding the Target Market Assessment,
   distributors should note that: the price of the shares in the
   Company may decline and investors could lose all or part of their
   investment; the shares in the Company offer no guaranteed income
   and no capital protection; and an investment in the shares in the
   Company is compatible only with investors who do not need a
   guaranteed income or capital protection, who (either alone or in
   conjunction with an appropriate financial or other adviser) are
   capable of evaluating the merits and risks of such an investment
   and who have sufficient resources to be able to bear any losses
   that may result therefrom. The Target Market Assessment is
   without prejudice to the requirements of any contractual, legal
   or regulatory selling restrictions in relation to the Directed
   Share Issue. Furthermore, it is noted that, notwithstanding the
   Target Market Assessment, the Managers will only procure
   investors who meet the criteria of professional clients and
   eligible counterparties.

   For the avoidance of doubt, the Target Market Assessment does not
   constitute: (a) an assessment of suitability or appropriateness
   for the purposes of MiFID II or UK MiFIR; or (b) a recommendation
   to any investor or group of investors to invest in, or purchase,
   or take any other action whatsoever with respect to the shares in
   the Company.

   Each distributor is responsible for undertaking its own target
   market assessment in respect of the shares in the Company and
   determining appropriate distribution channels.

____________________________________________________________

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