THIS DOCUMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (TOGETHER, THE "UNITED STATES")) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) (THE "U.S. SECURITIES ACT") OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW.
Azerion Group N.V. announces successful placement of new bonds in an amount of EUR 225 million and its intention to voluntarily redeem all its outstanding senior secured bonds with ISIN NO0013017657
Azerion Group N.V. (the "Company") has, following a bookbuilding process, successfully placed a senior secured callable bond issue in an amount of EUR 225 million under a framework of EUR 350 million, with a tenor of four (4) years (the "Bond Issue" or the "Bonds"). The Bonds carry floating rate interest of 3m EURIBOR plus a margin of 5.5 per cent and were placed at 98 per cent of par. The transaction was met with strong demand from new and existing institutional investors.
Sebastiaan Moesman, Chief Strategy Officer Azerion: "The strong support we have received from our investor base in this Bond Issue underscores confidence in the Company's future. We are focused on capturing current market opportunities to create shareholder value through sustained organic growth and selective acquisitions.
Settlement of the Bond Issue is expected to be on or about 2 October 2025 (the "First Issue Date") and the Company intends to apply for listing of the Bonds on the Open Market of Frankfurt Stock Exchange as soon as practically possible and on a regulated market within 12 months from the First Issue Date.
Proceeds from the Bonds in combination with current cash holdings of the Company will be used to fully redeem and refinance the Company's outstanding EUR 265 million senior secured callable floating rate bonds (ISIN: NO0013017657) (the "Existing Bonds"). Proceeds from any subsequent bonds will be used to finance general corporate purposes of the Company, including capital expenditure, acquisitions, and transaction costs as well as other purposes.
Therefore, the Company further announces its intention to exercise its right to make an early redemption of the Company's Existing Bonds in accordance with Clause 9.3 (Voluntary total redemption (call option)) of the applicable terms and conditions of the Existing Bonds ("Call Notice").
The redemption date for the Existing Bonds will be 10 October 2025 (the "Redemption Date"). The redemption amount for the Existing Bonds shall be 102.025 per cent. of the nominal amount plus accrued but unpaid interest. The applicable redemption amount will be paid to the bondholders holding the Existing Bond on the relevant record date, being 8 October 2025 (the "Record Date").
The Company's obligation to redeem the Existing Bonds on the Redemption Date is conditional upon the successful issue and settlement of the Bonds prior to the Record Date, as well as disbursement of the net proceeds from escrow from the Bonds (the "Conditions"). The redemption of the Existing Bonds as described herein, and the giving of the Call Notice, is subject to and conditional upon the satisfaction of the Conditions, and the Company shall not, and shall have no obligation to, redeem the Existing Bonds pursuant to the Call Notice unless the Conditions have been satisfied or waived by the Company (in its sole discretion).
Subject to the above, the Existing Bonds will be de-listed from the corporate bond list of Nasdaq Stockholm and the Open Market of Frankfurt Stock Exchange in connection with the Redemption Date.
Pareto Securities AB and DNB Carnegie Investment Bank AB (publ) acted as joint bookrunners and Roschier Advokatbyrå acted as legal advisor for 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 21 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 further information please visit: www.azerion.com
Contact Information
Contact: Andrew Buckman - Chief Growth Officer
ir@azerion.com
Media
press@azerion.com
Disclaimer
REGULATORY
This announcement is released by the Company and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the issuance and future listing of the New Bonds and redemption of the Existing Bonds described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this document is released, on behalf of the Company by the contact person set out above, at 17:45 CEST on 17 September 2025.
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 of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Island, Guam, American Samoa, Wake Island and the Northern Mariana Islands, any state of the United States and the District of Columbia (together 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.
