DOCSLIB.ORG

Mogo Finance

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Mogo Finance 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 .......................................................................................
Load more

Recommended publications
  • Freedom House, Its Academic Advisers, and the Author(S) of This Report
    Moldova By Victor Gotișan Capital: Chisinau Population: 3.5 Million GNI/capita, PPP: $5,670 Source: World Bank World Development Indicators. Nations in Transit Ratings and Averaged Scores 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 National Democratic 5.75 6.00 5.75 5.75 5.50 5.50 5.50 5.75 5.75 5.75 Governance Electoral Process 4.00 4.25 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 Civil Society 3.75 3.50 3.25 3.25 3.25 3.25 3.25 3.25 3.25 3.25 Independent Media 5.75 5.75 5.50 5.00 5.00 5.00 5.00 5.00 5.00 5.00 Local Democratic 5.75 5.75 5.75 5.75 5.75 5.75 5.75 5.50 5.50 5.50 Governance Judicial Framework 4.50 4.75 4.50 4.50 4.50 4.75 4.75 4.75 5.00 5.00 and Independence Corruption 6.00 6.00 6.00 6.00 5.75 5.75 5.75 6.00 6.00 6.00 Democracy Score 5.07 5.14 4.96 4.89 4.82 4.86 4.86 4.89 4.93 4.93 NOTE: The ratings reflect the consensus of Freedom House, its academic advisers, and the author(s) of this report. If consensus cannot be reached, Freedom House is responsible for the final ratings. The ratings are based on a scale of 1 to 7, with 1 representing the highest level of democratic progress and 7 the lowest.
    [Show full text]
  • Residents of Moldova
    Public Opinion Survey: Residents of Moldova September 11-October 16, 2018 Detailed Methodology • The survey was coordinated by Dr. Rasa Alisauskiene from Baltic Surveys/The Gallup Organization on behalf of the Center for Insights in Survey Research. The fieldwork was carried out by Magenta Consulting. • Data was collected throughout Moldova (with the exception of Transnistria) between September 11 and October 16, 2018 through face-to-face interviews in respondents’ homes. • The sample consisted of 1,503 permanent residents of Moldova aged 18 and older and eligible to vote and is representative of the general population by gender, region and settlement size. • Sampling frame: Moldova Statistical Databank. Weighting: Data weighted for 11 regional groups, urban/rural and gender. • A multistage probability sampling method was used, with the random route and next birthday respondent selection procedures. • Stage one: All districts of Moldova are grouped into 11 groups; all regions (with the exception of Transnistria) were surveyed. • Stage two: Selection of the settlements (cities and villages). • Settlements were selected at random. • The number of settlements selected in each region was proportional to the share of population living in the particular type of settlement in each region. • Stage three: Primary sampling units were described. • The margin of error does not exceed plus or minus 2.5 percent for the full sample. • The response rate was 68 percent. • Charts and graphs may not add up to 100 percent due to rounding. • The survey was
    [Show full text]
  • People Power Under Attack a Global Analysis of Threats to Fundamental Freedoms
    People Power Under Attack A global analysis of threats to fundamental freedoms November 2018 | A report based on data from the CIVICUS Monitor 1 Acknowledgments The CIVICUS Monitor is the product of an ongoing research collaboration between CIVICUS and over twenty research partner organisations which have contributed the bulk of the content upon which this report is based. A full list and description of our partners is found here. The CIVICUS Monitor is very grateful for the expertise and guidance of a ten-member advisory panel who review all suggested ratings changes and provide overall guidance and advice. Current members of the advisory panel are: Salwa Abdel Wahed, Gayoon Baek, Julia Duchrow, Hannah Forster, Myriam Hernández, Khoo Ying Hooi, Tiseke Kasambala, Vijay Naidu, Ana María Palacios and Shariq Siddiqui. This report was researched and written by Marianna Belalba Barreto, Josef Benedict, Cathal Gilbert, Dom Perera, Sylvia Mbataru and Ine Van Severen. The report was edited by Andrew Firmin and Mandeep Tiwana. Design and layout by Matthew Reading-Smith. This work is licensed under a Creative Commons Attribution-ShareAlike 4.0 International License. Contents A continuing civic space crisis 4 Latest civic space ratings breakdown 5 Civic space dynamics 6 Regional differences and similarities 8 An uneven crisis 9 Bright spots 9 Africa 10 Americas 16 Asia and Pacific 22 Europe and Central Asia 27 Middle East and North Africa 33 Regional classification 38 People power under attack 2018 A continuing civic space crisis Data from the CIVICUS Monitor shows that civil society is under serious attack in 111 countries, almost six in 10 countries worldwide.
    [Show full text]
  • Public Opinion Survey: Residents of Moldova
    Public Opinion Survey: Residents of Moldova December 5, 2018 – January 16, 2019 Detailed Methodology • The survey was coordinated by Dr. Rasa Alisauskiene from Baltic Surveys/The Gallup Organization on behalf of the Center for Insights in Survey Research. The field work was carried out by Magenta Consulting. • Data was collected throughout Moldova (with the exception of Transnistria) between December 5, 2018 and January 16, 2019 through face-to-face interviews in respondents’ homes. • The sample consisted of 1,226 permanent residents of Moldova aged 18 and older and eligible to vote and is representative of the general population by age, gender, region and settlement size. • Sampling frame: Moldova Statistical Databank. Weighting: Data weighted for 11 regional groups, urban/rural and gender. • A multistage probability sampling method was used, with the random route and next birthday respondent selection procedures. • Stage one: All districts of Moldova are grouped into 11 groups; all regions (with the exception of Transnistria) were surveyed. • Stage two: Selection of the settlements (cities and villages). • Settlements were selected at random. • The number of settlements selected in each region was proportional to the share of population living in the particular type of settlement in each region. • Stage three: Primary sampling units were described. • The margin of error does not exceed plus or minus 2.8 percent for the full sample. • The response rate was 65 percent. • Charts and graphs may not add up to 100 percent due to rounding.
    [Show full text]
  • Inception Report
    EuropeAid/135314/C/SER/MULTI Contract number 2014/352-249 Prevention, Preparedness and Response to Natural and Man-made Disasters in the EaP countries – PPRD East 2 Progress Report 6 Period 6: June – November 2017 28 February 2018 This project is funded A project implemented by the European Union by a consortium led by MWH Prevention, Preparedness and Response to Natural and Man-made Disasters in the EaP countries – PPRD East 2 Contract number 2014/352-249 Report Title Progress Report #6 Version Version 3 Date 28 February 2018 Key experts: Sergej Anagnosti Michael Elmquist Antonin Petr Prepared By Non-Key experts: Roberto Rudari – ERRA & Data and Information Sharing NKE Marco Massabo – Flood Risk Management & Disaster Loss Data NKE Natasa Holcinger – Disaster Risk Assessment NKE Coordinated by Sergej Anagnosti, Team Leader Reviewer 1 Caterina Cigala, Project Manager Progress Report 6 - 28 February 2018 ii Prevention, Preparedness and Response to Natural and Man-made Disasters in the EaP countries – PPRD East 2 Contract number 2014/352-249 Summary PROJECT TITLE: Prevention, Preparedness and Response to Natural and Man-made Disasters in Eastern Partnership countries – PPRD East 2 CONTRACT NUMBER: 2014/352-249 COUNTRIES: Armenia, Azerbaijan, Belarus, Georgia, Republic of Moldova and Ukraine LEAD CONTRACTOR NAME Stantec – previously MWH ADDRESS Nysdam Office Park Avenue Reine Astrid, 92 B-1310 La Hulpe BELGIUM TEL. NUMBER +32 2 6552258 FAX NUMBER +32 2 6552280 CONTACT PERSON Caterina Cigala SIGNATURE DATE OF REPORT: 28 February 2018 AUTHOR OF REPORT: Sergej Anagnosti, Team Leader EU PROJECT MANAGER: Jean-François Moret The opinions expressed in this report are the sole responsibility of the authors and can in no way be taken to reflect the views of the European Union.
    [Show full text]
  • September 2019
    October 2019 Chisinau, Republic of Moldova MEDIA-M Media Enabling Democracy, Inclusion and Accountability in Moldova ANNUAL NARRATIVE REPORT October 2018 – September 2019 Cooperative Agreement No. AID-117-A-17-00001 Activity Start Date and End Date: April 3, 2017 to April 2, 2022 Implemented by: Internews Network Partners: Freedom House, Independent Journalism Center ACRONYMS AOR Agreement Officer Representative API Association of Independent Press COP Chief of Party CDCS Country Development Cooperation Strategy CBP Capacity Building Plan DCOP Deputy Chief of Party DO Development Objective DRL Bureau of Democracy, Human Rights and Labor EOG EOG Emerging Opportunities Grants FH Freedom House FY Fiscal Year IJC Independent Journalism Center KP Key Partner LHR Lawyers for Human Rights M&E Monitoring & Evaluation MELP Monitoring, Evaluation and Learning Plan MIGG Media Information Gaps Grants MMCG Media Misinformation Campaign Grants PWG Parliamentary Working Group TBD To be determined ToT Training of Trainers MEDIA-M Annual Narrative Report 2019 / Page 2 of 94 ANNUAL NARRATIVE REPORT OCTOBER 1st 2018 – SEPTEMBER 30th 2019 TABLE OF CONTENTS INTRODUCTION 4 By the Numbers 6 Program Summary 7 Main Achievements BACKGROUND 8 Context 12 OBJECTIVE 1 - Support independent media and production and dissemination of alternative content through grants and needs-based technical assistance 38 OBJECTIVE 2 - Build consumer understanding of and demand for independent, reliable, and high-quality news and information 54 OBJECTIVE 3 - Improve the enabling legal and regulatory environment for independent media by strengthening the capacity of media support organizations 66 OBJECTIVE 4 - Nurture organizational capacity of local media institutions for transition to direct local award (Cross- cutting objective) 76 ANNEXES IMPLEMENTING PARTNERS This report is made possible by the generous support of the American and British people through the United States Agency for International Development (USAID) and United Kingdom Department for International Development (DFID - UKAID).
    [Show full text]