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.
Press release
Amsterdam, October 7, 2025 at 18:30 CEST
Azerion Group N.V. to redeem its outstanding senior secured floating rate bonds with ISIN NO0013017657
Azerion Group N.V. hereby refers to its outstanding senior secured floating rate bonds with ISIN NO0013017657 (the "Outstanding Bonds") and to the terms and conditions of the Outstanding Bonds (the "TermsandConditions").
Reference is further made to a call notice dated 17 September 2025, in which Azerion Group N.V. informed the holders of the Bonds that it was exercising its option to redeem all outstanding Bonds in full pursuant to Clause 9.3 (Voluntary total redemption (call option)) of the Terms and Conditions of the Outstanding Bonds (the "Call Notice") on 10 October 2025 (the "RedemptionDate"). Azerion Group N.V.'s obligation to redeem the Bonds on the Redemption Date was conditional upon Azerion Group N.V.'s successful issue and settlement of the Issuer's initial EUR 225,000,000 senior secured callable floating rate bonds (the "New Bonds") as well as fulfilling the conditions precedent for disbursement of the net proceeds from the issue of the New Bonds, which are, among other things, to be applied towards financing the redemption of the Outstanding Bonds (the "FinancingCondition").
Azerion Group N.V. hereby confirms that the Financing Condition is fulfilled and undertakes to unconditionally redeem the Outstanding Bonds on 10 October 2025 in accordance with the Call Notice.
For further information, please contact:
Contact: Andrew Buckman - Chief Growth Officer
ir@azerion.com
Media
press@azerion.com
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
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 the date and time set out above.
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.
