EQS-Adhoc: SMG European Recovery SPAC SE: Execution of Letter of Intent concerning potential Business Combination

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)

SMG European Recovery SPAC SE and Sircle Hospitality Group Ltd. executed Letter of Intent concerning potential Business Combination

Luxembourg, December 20, 2023 – SMG European Recovery SPAC SE (the “Company”), a Luxembourg special purpose acquisition company, has entered into a non-binding letter of intent (“LoI”) with Sircle Hospitality Group Ltd., Larnaka, Cyprus (“Sircle”), concerning a business combination between the Company and Sircle through which the combined entity would become publicly traded on the Frankfurt Stock Exchange (General Standard). Sircle owns and operates hospitality assets across several European countries.

As currently contemplated, the transaction would involve the existing shareholders of Sircle transferring 100% of the outstanding equity and equity equivalents of Sircle to the Company in exchange for new shares in the Company. The combined entity would be listed on the Frankfurt Stock Exchange (General Standard) and would have a shareholder base comprised of (i) Sircle’s existing shareholders and (ii) the Company’s shareholders.

The Company and Sircle continue to be in mutually exclusive negotiations with the aim of entering into a binding business combination agreement in due course. However, there is no guarantee that a final binding agreement will be reached.

Important Notice

This publication may not be published, distributed or transmitted in the United States, Canada, Australia, South Africa or Japan. This publication does not constitute or forms part of any offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) or any of the assets, business or undertakings of SMG European Recovery SPAC SE (the “Company”) in the United States, Australia, Canada, South Africa, 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”). There will be no public offering of the Securities in the United States. 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 Australia, South Africa, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, South Africa, Canada or Japan subject to certain exceptions. The Securities of the Company may not be offered or sold in Canada absent the filing of a prospectus in Canada or in a transaction that is exempt from the requirement that the Company prepare and file a prospectus under applicable Canadian securities laws. No prospectus has been, or will be, filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the Securities. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this publication or on the merits of the Securities and any representation to the contrary is an offence. This publication does not form the basis of and should not be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. Recipients of this publication who are considering acquiring Securities of the Company are reminded that any such purchase or subscription must not be made on the basis of the information contained in this publication.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. The listing of the Securities will be made solely by the means of, and on the basis of, a securities prospectus which is yet to be published. An investment decision regarding any securities of SMG European Recovery SPAC SE should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the Luxembourg Financial Sector Supervisory Commission (Commission de Surveillance du Secteur Financier (CSSF)) and will be available free of charge on the SMG European Recovery SPAC SE website.

In the United Kingdom, this publication is only being distributed to and is only directed at persons who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This publication is directed only at Relevant Persons and must not be acted on or relied upon by persons who are not Relevant Persons. Any investment or investment activity to which this publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area the placement of securities described in this announcement is directed exclusively at persons who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

The Units are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the EEA. For these purposes, a “Retail Investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the “PRIIPs Regulation”) for offering or selling the Units or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the Units or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation.

Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Public Shares and Public Warrants has led to the conclusion that the Public Shares and the Public Warrants are (a) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution to professional clients and eligible counterparties through all distribution channels permitted by MiFID II.

Any person subsequently offering, selling or recommending the Public Shares and Public Warrants (a “distributor”) should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Public Shares and Public Warrants (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

The Units are not intended, to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the United Kingdom (“UK”). For these purposes the expression “Retail Investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Units or otherwise making them available to Retail Investors in the UK has been prepared and therefore offering or selling the Units or otherwise making them available to any Retail Investor in the UK may be unlawful under the UK PRIIPs Regulation.

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.

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. The Company undertakes no obligation, and does 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. The Company accepts no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.