Azerion successfully places EUR 165 million of senior secured floating rate bonds

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OFAMERICA 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 OTHERJURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

Azerion successfully places EUR 165 million of senior secured floating rate bonds

Amsterdam, 14 September 2023 – Azerion Group N.V. (the “Company”) has, following a bookbuilding process, successfully placed EUR 165 million of senior secured floating rate bonds under a framework of EUR 300 million to qualified institutional investors internationally (the “New Bonds”). The New Bonds will have a 3-year tenor, will carry a floating rate coupon of 3 months EURIBOR plus 6.75 per cent per annum and were issued at 98.5 per cent of par.

Proceeds from the New Bonds in combination with current cash holdings of the Company will be used to fully redeem the Company’s outstanding EUR 200 million senior secured fixed rate bonds (ISIN SE0015837794) (the “Existing Bonds”) and to finance general corporate purposes of the Company, including capital expenditure and transaction costs.

Ben Davey, CFO Azerion:

“We are delighted with the successful placement of the New Bonds and the strong support we have received from existing and new bond investors across the Nordics, Europe and the U.S. Achievingthis target milestone strengthens our balance sheet and at the same time supports our continued focuson growing our Platform and the execution of our consolidation and integration strategy.”

Notice of redemption of the Existing Bonds is expected to be sent to bondholders on 15 September 2023 for redemption on 30 October 2023 at a price of 100.725 per cent of the nominal amount plus accrued unpaid interest in accordance with the terms and conditions of the Existing Bonds.

Settlement of the New Bonds is expected to take place on 2 October 2023 (the "First Issue Date"). The Company shall use its best efforts to ensure that the New Bonds will be listed on a Regulated Market within 60 days (with an intention to complete such listing within 30 days) and on Frankfurt Stock Exchange Open Market as soon as practically possible after the First Issue Date.

Pareto Securities AB acted as Sole Bookrunner and Roschier Advokatbyrå acted as legal advisor in connection with the bond issue.

About Azerion

Founded in 2014, Azerion (EURONEXT: AZRN) is one of Europe’s largest digital advertising and entertainment media platforms. We bring 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 26 cities 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

Contact:
Andrew Buckman
Head of Investor Relations
ir@azerion.com

Media

press@azerion.com

Disclaimer

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.

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 New 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 New 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 New 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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