SMG European Recovery SPAC SE: Result of the public share purchase offer

SMG European Recovery SPAC SE

Société européenne

Registered office: 9, rue de Bitbourg

L-1273 Luxembourg, Grand Duchy of Luxembourg

R.C.S. Luxembourg: B 255839

(the “Company”)

Luxembourg, 31 July 2023

Result of the public share purchase offer

On 24 July 2023, SMG European Recovery SPAC SE (the “Company”) announced a public offer to repurchase all eleven million five hundred thousand (11,500,000) redeemable Class A shares (ISIN: LU2380749676), in accordance with article 32.1 of the Company’s amended articles of association against payment of a purchase price in an amount of ten euro and thirty-five cent EUR 10.35 per class A share (the “Offer”).

At the closing of the Offer period on 28 July 2023 at 6.00 pm CEST, shareholders of the Company owning a total of 8,498,329 Class A shares had accepted the Offer.

The Company anticipates the settlement of the tendered Class A shares on 1 August 2023. The aggregate purchase price payable by the Company for the tendered Class A shares amounts to EUR 87,957,705.15.

Upon settlement, the Company will hold such 8,498,329 Class A shares in treasury and 3,001,671 Class A shares will remain outstanding.

SMG European Recovery SPAC SE

Disclaimer

This announcement may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This release is not directed to or intended for distribution to or use by any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

Neither this release nor its content may be published, dispatched, distributed or disseminated to or within the United States of America, and in each case neither by means of utilization of any postal service nor by any other means or instruments of business communication between single states or foreign trade or any facilities of a national stock exchange of the United States of America. This includes, among others, submission by fax, electronic post, telex, telephone and the internet. Copies of this release or any other documents related to this release may also not be distributed or submitted to or within the United States of America.

This announcement is for informational purposes only and constitutes neither an invitation to sell, nor an offer to purchase, securities. The final terms and further provisions regarding the public offer will be disclosed in the offer document. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the public tender offer as soon as they are published, since they will contain important information.