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Prospectus dated 13 November 2019 Mogo Finance Luxembourg Listing Prospectus EUR 25,000,000.00 9.50 % Senior Secured Bonds 2019/2022 (the “New Bonds”) to be consolidated and form a single series with the Existing Bonds with a Term from 11 July 2018 until 10 July 2022 of 13 November 2019 International Securities Identification Number (ISIN): XS1831877755 Common Code: 183187775 Issue price of New Bonds: 95 per cent plus accrued unpaid interests Mogo Finance (the “Issuer”), a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg has issued 9.50% senior secured bonds due 10 July 2022 for an aggregate principal amount of EUR 25,000,000.00 (the “New Bonds”), to be consolidated and form a single series with the 9.50% senior secured bonds due 10 July 2022 for an initial aggregate principal amount of EUR 75,000,000.00 (the “Existing Bonds” and, together with the New Bonds, the “Bonds”) as from 13 November 2019 (the “Issue Date”). The New Bonds constitute direct, general, unconditional, unsubordinated and secured obligations of the Issuer. The New Bonds will at all times rank pari passu in right of payment with all other present and future secured obligations of the Issuer and senior to all its existing and future subordinated debt. The New Bonds are unconditionally and irrevocably guaranteed on a joint and several basis by certain subsidiaries of the Issuer listed under Section - XXI. “Information about the Group and the Guarantors”, 3 “Issuer and Subsidiaries” (the “Guarantors”) under the terms and conditions set forth herein (collectively the “Guarantees” and each a “Guarantee”). The New Bonds are further secured by the Transaction Securities (as defined below) granted by certain other direct and indirect subsidiaries of the Issuer (the “Pledgors” and, together with the Guarantors, the “Security Providers”). This document (the “Prospectus”) constitutes a prospectus pursuant to Article 6 para. 1 of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “Prospectus Regulation”), in order for the New Bonds to be admitted to trading on Frankfurt Stock Exchange’s regulated market segment. This Prospectus has been approved by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier – “CSSF”); the CSSF approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation; such approval should not be considered as an endorsement of the Issuer, the Guarantors or the Bonds. Each potential investor should make their own assessment as to the suitability of investing in the Bonds. 1 Pursuant to Article 6 para. 4 of the Luxembourg Law of 16 July 2019 on prospectuses for securities (the “Prospectus Law”), by approving the Prospectus, the CSSF does not take any responsibility for the economic or financial soundness of the transaction and the Issuer’s quality and financial solvency. The approval of this Prospectus has been notified to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”) in accordance with Article 25 of the Prospectus Regulation. The approved prospectus may be downloaded from the Issuer’s website (https://mogo.finance/) and the website of the Luxembourg stock exchange (www.bourse.lu). Application has been made to the Frankfurt Stock Exchange for the New Bonds to be admitted to trading on Frankfurt Stock Exchange’s regulated market segment (General Standard), segment for bonds of Deutsche Börse AG. The Existing Bonds are already admitted to trading on the Frankfurt Stock Exchange’s regulated market segment (General Standard), segment for bonds of Deutsche Börse AG. This Prospectus shall be valid for admission to trading of the Bonds on a Regulated Market for 12 months after the approval by the CSSF, provided that it is completed by any supplement, pursuant to Article 23 of the Prospectus Regulation, following the occurrence of a significant new factor, a material mistake or a material inaccuracy relating to the information included (including incorporated by reference) in this Prospectus which may affect the assessment of the Bonds. After such date, the Prospectus will expire and the obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies will no longer apply. Investors should be aware, that an investment in the New Bonds involves a risk and that, if certain risks, in particular those described under “Risk Factors”, occur, the investors may lose all or a very substantial part of their investment. The distribution of this Prospectus may be limited by certain legislation. Any person who enters into possession of this Prospectus must take these limitations into consideration. The New Bonds are not and will not be registered, particularly in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”) or in accordance with securities law of individual states of the United States of America. Furthermore, they are not permitted to be offered or sold within the United States of America, or for the account or benefit of a person from the United States of America (as defined under Regulation S under the Securities Act), unless this ensues through an exemption of the registration requirements of the Securities Act or the laws of individual states of the United States of America or through a transaction, which is not subject to the aforementioned provisions. 2 TABLE OF CONTENTS I. SUMMARY OF THE PROSPECTUS ................................................................. 7 Section 1 - Introduction and Warnings................................................................... 7 Section 2 – the Issuer ........................................................................................... 7 Section 3 – The securities ................................................................................... 11 Section 4 – Offering and admission to trading ..................................................... 15 II. GERMAN TRANSLATION OF THE SUMMARY (DEUTSCHE ÜBERSETZUNG DER ZUSAMMENFASSUNG) .................................................... 16 Abschnitt 1 - Einführung und Warnhinweise ........................................................ 16 Abschnitt 2 – Emittent ......................................................................................... 16 Abschnitt 3 – Wertpapiere ................................................................................... 20 Abschnitt 4 – Angebot und Zulassung zum Handel ............................................. 25 III. RISK FACTORS ........................................................................................... 27 1. RISK FACTORS RELATING TO THE ISSUER, THE GROUP AND OUR BUSINESS .......................................................................................................... 27 a. Risk relating to the Group’s business activities and industry .................... 27 b. Risks related to the Group’s financial situation ........................................ 38 c. Legal and regulatory risk ............................................................................ 41 d. Internal control risk .................................................................................. 44 2. RISK FACTORS RELATING TO THE BONDS, THE TRANSACTION SECURITIES, THE GUARANTEES AND THE SECURITY AGENT AGREEMENT 45 a. Risks related to the nature of the Bonds .................................................. 45 b. Risks related to the Transaction Securities, the Guarantees and the Security Agent Agreement ................................................................................ 49 IV. OVERVIEW OF THE GROUP ...................................................................... 55 V. GENERAL INFORMATION .......................................................................... 63 Responsibility Statement ..................................................................................... 63 Authorisation ....................................................................................................... 63 Subject of this Prospectus ................................................................................... 63 References ......................................................................................................... 63 Hyperlinks ........................................................................................................... 64 Forward-looking Statements ............................................................................... 64 Third Party Information ........................................................................................ 64 Presentation of Financial Information .................................................................. 65 Further information regarding this Prospectus ..................................................... 65 MiFID II Product Governance .............................................................................. 66 Documents available for Inspection ..................................................................... 66 VI. USE OF NET PROCEEDS ........................................................................... 68 VII. CAPITALIZATION .......................................................................................
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