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
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(EU) Nr. 596/2014, übermittelt durch EQS News - ein Service der EQS Group.
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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 companies
* Simplified capital reduction planned at Marley Spoon SE to offset losses
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 shares
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 measures
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%; this
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 shares
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 is
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 Statements
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 matters
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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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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