AD HOC News

June 18, 2024 (17:35 CEST) – Verve Group SE ("Verve" or the "Company", ISIN: SE0018538068; ticker: VER / M8G) a fast-growing, profitable digital media company that provides AI-driven advertising-software solutions, has successfully entered into an agreement with Advantage Solutions Inc. (NASDAQ: ADV) to acquire 100 percent of the interests in Jun Group, a leading mobile advertising company with a special focus on the demand side and strong relationships with leading brands and media agencies in the United States (the "Transaction"). Following the significant increased size and profitability, Verve updates its mid-term financial targets.

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 up to 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 board of directors of Verve Group SE (Scale Segment Frankfurt Stock Exchange: VER), (Nasdaq First North Premier Growth Market: VER) (“Verve” or the “Company”) has, in accordance with the announcement made in a press release on June 18, 2024, successfully completed the book-building and resolved on a directed share issue of 27,108,434 new ordinary A shares, based on the authorisation granted by the annual general meeting held on June 13, 2024 (the “Directed Share Issue”). The subscription price in the Directed Share Issue is SEK 16.60 per share and has been determined through an accelerated book-building procedure led by Pareto Securities AB and Swedbank AB (publ) (jointly referred to as "Managers"). The Directed Share Issue was oversubscribed. The investors in the Directed Share Issue consist of a number of Swedish and international institutional investors, including 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. Through the Directed Share Issue, Verve will receive gross proceeds amounting to approximately SEK 450 million. 

July 02, 2024 (XX:XX CEST) – Verve Group SE ("Verve" or the "Company", ISIN: SE0018538068; ticker: VER) a fast-growing, profitable digital media company that provides AI-driven advertising-software solutions, has following a bookbuilding process, successfully placed a subsequent bond issue (the “Subsequent Bond Issue” or the “Subsequent Bonds”) in an amount of EUR 65 million under the Company’s existing senior secured floating rate bond framework with ISIN SE0018042277 (the “Bonds”). Following the Subsequent Bond Issue, the outstanding amount under the Bonds will be EUR 240 million. The transaction was met with strong demand from primarily institutional investors based in the Nordics, Europe and the U.S., and was placed at a price of 102.50% of par resulting in a yield of 3m Euribor + 4.88%. This is significantly down from the latest bond issue in 2023 with a yield of 3m Euribor + 7.25% and results in a reduction in financing costs of 2.37% compared to the last bond issue.

June 13, 2024 (11:00 CEST) – MGI – Media and Games Invest SE, a leading digital media company, is pleased to announce that it has officially changed its name to Verve (Ticker: VER), with immediate effect, following approval at today's Annual General Meeting.

Thursday, June 13, 2024 - Media and Games Invest SE (“MGI” or the “Company”, ISIN: SE0018538068; Ticker M8G; Nasdaq First North Premier Growth Market and Scale Segment Frankfurt Stock Exchange), held its annual general meeting today on June 13, 2024. At the annual general meeting it was resolved on, among other things, adoption of income statements and balance sheets, re-election of the board members Elizabeth Para, Franca Ruhwedel, Johan Roslund, Tobias M. Weitzel and Remco Westermann, and election of Greg Coleman and Peter Huijboom as new board members, re-election of Deloitte Sweden AB as auditor, change of the company name, the establishment of LTIP 2024, reduction of the share capital as well as an authorisation for the board of directors to resolve on issues of shares, warrants and convertibles. 

General Meeting NOTICE is hereby given to all shareholders of MGI - Media and Games Invest SE that the company will be holding an annual general meeting on 13 June 2024 at 09.30 (CEST) at the premises of Gernandt & Danielsson

The Nomination Committee of MGI has resolved to propose re-election of Tobias M. Weitzel as chair of the Board of Directors and re-election of Elizabeth Para, Franca Ruhwedel, Johan Roslund and Remco Westermann as board members. The Nomination Committee also proposes election of Greg Coleman and Peter Huijboom as new board members (conditional on the annual general meeting resolving to increase the maximum number of board members).

Net Revenues increased by 20% to 82.5 (68.8) €m 21% fx adjusted Organic Revenue Growth (Q1’23: 1%) 30% increase in total number of software clients to 2,410 (Q1’23: 1,847) 20% increase in ad impressions to 199 billion (Q1’23: 166 billion) Adjusted EBITDA increased by