Marley Spoon Group SE: Marley Spoon Group SE announces measures for the financial restructuring of its German subsidiary Marley Spoon SE

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EQS-Ad-hoc: Marley Spoon Group SE / Schlagwort(e): Finanzierung

Marley Spoon Group SE: Marley Spoon Group SE announces measures for the

financial restructuring of its German subsidiary Marley Spoon SE

12.12.2025 / 20:30 CET/CEST

Veröffentlichung einer Insiderinformation nach Artikel 17 der Verordnung

(EU) Nr. 596/2014, übermittelt durch EQS News - ein Service der EQS Group.

Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

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INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR ANY

OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE

UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE

AT THE END OF THIS PUBLICATION.

Marley Spoon Group SE announces measures for the financial restructuring of

its German subsidiary Marley Spoon SE

* Increase and extension of the loan from Runway Growth Finance until 31

December 2030 with the vast majority of the loan (including interest)

being subordinated

* Lenders are granted the right to convert the loan in whole or in part

into shares of Marley Spoon SE, whereby the conversion right in respect

of the subordinated loan amount may be exercised only once and is capped

* Shares in Marley Spoon SE to be held through two holding companie

* Simplified capital reduction planned at Marley Spoon SE to offset losse

Luxembourg, 12 December 2025 - Marley Spoon Group SE (ISIN: LU2380748603,

„Company“, together with its group companies „MS Group“), a leading global

subscription-based meal kit provider, announces that the negotiations with

stakeholders on necessary financial contributions for the financial

restructuring of its German subsidiary Marley Spoon SE, based in Berlin,

Germany („MSSE“), have been finalised. The Company holds 99.5% of the share

in MSSE. The investment in MSSE is a material asset of the Company and MSSE

plays a central role in the MS Group. The implementation of MSSE's financial

restructuring is a key factor in the Company's ongoing efforts to ensure

financial sustainability and enables investments in its profitable growth.

The resolved financial restructuring of MSSE includes the following measure

in particular: The term of the existing loan to MSSE as borrower and Runway

Growth Finance Corp. and Runway Growth Finance L.P. (collectively „Lenders“)

has been extended until 31 December 2030 and increased by an amount of

approx. EUR 35.1 million („Loan“). The Lenders have declared a qualified

subordination in the amount of approx. EUR 103.1 million (including accrued

interest) plus future interest. Furthermore, the Lenders are granted the

right to convert the Loan wholly or partially into shares of Marley Spoon

SE.

The Lenders shall have the right to contribute the Loan to MSSE in exchange

for the issue of (ordinary) shares of MSSE as part of a capital increase in

kind. The Lenders' participation in MSSE as a result of a possible

conversion of the subordinated part of the Loan may not exceed 80%; thi

right may be exercised only once. Additionally, the Lenders have the right

to convert the part of the Loan which has not been subordinated up to an

amount of about EUR 4.0 million. Any excess amounts will be posted to the

capital reserve.

In this context, MSSE and the Company are to effect a simplified reduction

in the share capital of MSSE from EUR 73,559,137 by EUR 53,943,369.00 to EUR

19,615,768.00. Therefore, MSSE will convene an extraordinary general meeting

at short notice to resolve on the simplified capital reduction.

Furthermore, the Company has granted the Lenders the right to acquire share

in Marley Spoon Group SE (warrant) representing 1.00% of the registered

share capital.

Finally, the Company is required to implement a structure required for

US-based lenders. The Company will form two holding companies and contribute

its shares in MSSE to one of those entities. These structural changes at

Company level are intended to give the Lenders a simplified access to the

secured shares in MSSE in the event of an enforcement scenario.

Important Notice

This publication may not be published, distributed, or transmitted in the

United States, Canada, or Japan. This publication does not constitute an

offer of securities for sale or a solicitation of an offer to purchase

securities (the „Securities“) of the Company in the United States, Canada,

Japan or any other jurisdiction in which such offer or solicitation i

unlawful. The Securities of the Company may not be offered or sold in the

United States absent registration or an exemption from registration under

the U.S. Securities Act of 1933, as amended (the „Securities Act“). The

Securities of the Company have not been, and will not be, registered under

the Securities Act. The Securities referred to herein may not be offered or

sold in Canada or Japan or to, or for the account or benefit of, any

national, resident or citizen of Canada or Japan subject to certain

exceptions. This release may contain forward-looking statements, estimates,

opinions and projections with respect to anticipated future performance of

the Company („Forward-Looking Statements“). These Forward-Looking Statement

can be identified by the use of forward-looking terminology, including the

terms „believes,“ „estimates,“ „anticipates,“ „expects,“ „intends,“ „may,“

„will“ or „should“ or, in each case, their negative, or other variations or

comparable terminology. These Forward-Looking Statements include all matter

that are not historical facts. Forward-Looking Statements are based on the

current views, expectations and assumptions of the management of the Company

and involve significant known and unknown risks and uncertainties that could

cause actual results, performance or events to differ materially from those

expressed or implied in such statements. Forward-Looking Statements should

not be read as guarantees of future performance or results and will not

necessarily be accurate indications of whether or not such results will be

achieved. Any Forward-Looking Statements included herein only speak as at

the date of this release. We undertake no obligation, and do not expect to

publicly update, or publicly revise, any of the information, Forward-Looking

Statements or the conclusions contained herein or to reflect new events or

circumstances or to correct any inaccuracies which may become apparent

subsequent to the date hereof, whether as a result of new information,

future events or otherwise. We accept no liability whatsoever in respect of

the achievement of such Forward-Looking Statements and assumptions.

Ende der Insiderinformation

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Originalinhalt anzeigen:

https://eqs-news.com/?origin_id=ee564c94-d78a-11f0-be29-0694d9af22cf&lang=de

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Sprache: Deutsch

Unternehmen: Marley Spoon Group SE

9 Rue de Bitbourg

1273 Luxembourg

Luxemburg

E-Mail: ir@marleyspoon.com

Internet: www.marleyspoongroup.com

ISIN: LU2380748603, LU2380748785

WKN: A3C81B

Börsen: Regulierter Markt in Frankfurt (General Standard);

Freiverkehr in Berlin, München, Stuttgart

EQS News ID: 2245168

Ende der Mitteilung EQS News-Service

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2245168 12.12.2025 CET/CEST

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