EQS-Adhoc: CHAPTERS Group AG: CHAPTERS Group AG concludes agreement on the contribution of shares in Fintiba GmbH and Expatrio Global Services GmbH into a new holding company

CHAPTERS Group AG (“CHAPTERS”) today entered into an agreement with the shareholders of Expatrio Global Services GmbH (“Expatrio”) and the shareholders of Fintiba GmbH (“Fintiba”), in which CHAPTERS already held an indirect stake of approximately 55%, providing for all shares in Fintiba and Expatrio to be contributed into a new holding company (“Transaction”). Upon completion of the transaction, CHAPTERS will hold an indirect stake of 61.8% in the new holding company.

The companies Fintiba and Expatrio, which will in future belong to the Financial Technologies segment, both operate in the area of blocked accounts and other financial services for international students and professionals in Germany. Coracle GmbH had already become part of the group in December 2024.

After completion of the transaction, the pro forma revenue of the Financial Technologies segment for the 2024 financial year will amount to €42 million, which represents more than a doubling compared to the pro forma revenue of this segment prior to the transaction.

Net financial debt at the segment level will amount to €116 million at closing, of which €18 million will be provided as a shareholder loan by CHAPTERS. The vast majority of the financial debt incurred was used for a share buyback from the existing Expatrio shareholders in order to achieve the ownership structure that will exist after closing.

The purchase price to be paid by CHAPTERS to the other shareholders of Fintiba for the contribution will initially be deferred in the form of a seller loan. It is intended to offer the shareholders of Fintiba, after completion of the transaction, the opportunity to contribute their purchase price claim to CHAPTERS in exchange for shares as part of a non-cash capital increase from authorized capital. The utilization of the authorized capital and the timing of such a capital increase are subject to the approval of the Management Board and Supervisory Board of CHAPTERS.

For the 2025 financial year, the company expects organic growth in the low double-digit percentage range for the Financial Technologies segment. Due to significant synergies anticipated as a result of the transaction, organic revenue and adjusted EBITDA growth for the Financial Technologies segment are expected to be significantly above the current level from the 2026 financial year onwards.