Notification on material event
Announcement of final terms of tranche 1 of bonds under the base prospectus of programme of offering of bonds of AUGA group, AB and their admission to trading on AB Nasdaq Vilnius
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE STOCK EXCHANGE RELEASE.
Auga group, AB (the “Company”) has approved the final terms of tranche 1 of bonds (the “Final Terms”, please see the attached document with the annexes) to be offered and introduced to trading on the Baltic Bond List of AB Nasdaq Vilnius under the base prospectus for the programme (the “Programme”) of the offering of bonds of the Company in the amount of up to EUR 60,000,000 and admission thereof to trading on the Baltic Bond List of AB Nasdaq Vilnius (hereinafter, the “Prospectus”) approved by the Bank of Lithuania and passported to the Estonian Financial Supervision Authority on 25 November 2019 (for more information on the Prospectus please see the announcement of the Company, dated 26 November 2019).
Under the Final Terms, the Company may issue the bonds of tranche 1 (the “Bonds”) up to an aggregate principal amount of EUR 20,000,000. Annual interest rate of the Bonds shall be 6%, nominal value and issue price per Bond shall be EUR 1,000, maturity date 11 December 2024.
The Bonds (as well as other bonds to be issued under the Programme, if any) shall be green, as under the application of the Company, CICERO Shades of Green has issued a second opinion (attached as annex to the Final Terms), establishing that the Bonds are in line with the stated definition of green bonds within the International Capital Market Association Green Bond Principles. The Bonds of the tranche 1 shall also be secured by first ranking mortgage over agricultural land owned and/or cultivated by the group companies, also ensuring collateral coverage ratio until maturity of the Bonds of not less than 100% (summaries of the original valuation reports and the list of assets to be provided as collateral are attached as annex to the Final Terms).
Subscription period as to acquisition of Bonds shall be from 2 December 2019 till 6 December 2019 (until 15:30 Vilnius time). As this tranche 1 of Bonds offering will be executed via technical means of AB Nasdaq Vilnius, the subscription orders may be submitted through any financial institutions that are members of AB Nasdaq Vilnius. A complete and up to date list of these financial institutions can be found at the following address: https://www.nasdaqbaltic.com/statistics/en/members. Expected issue date of Bonds on or about 11 December 2019.
The exact conditions for subscription, payment and allocation of Bonds and other information related thereto are established in the Base Prospectus and in the Final Terms.
This notification is not for distribution to United States newswire services or for dissemination in the United States, Canada, Japan or Australia or elsewhere where such dissemination is not appropriate.
Distribution of this announcement and other information in connection with the public offering may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
No offer or invitation to acquire securities of the Company is being made by or in connection with this notification. Any offering of securities to the public shall be made only on the basis of information contained in the Prospectus. The Prospectus shall be the sole legally binding document containing information on the Company and the offering of securities as well as on admission of Company’s securities to trading on regulated market AB Nasdaq Vilnius which, when published with the Final Terms of the respective Tranche Bonds and other related documents, shall be obtained from the website of the Company (www.auga.lt), as well as they shall be published on www.crib.lt, www.nasdaqbaltic.com, www.gpwinfostrefa.pl and www.gpw.pl. Additionally, for information purposes only, the Prospectus, Final Terms of the respective Bonds and other related documents shall be published on the Global Lead Manager’s AS LHV Pank website (www.lhv.ee).
Approval of the Prospectus should not be understood as an endorsement of the securities offered and admitted to trading on a regulated market. The potential investors are recommended to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities.
The Prospectus has been prepared on the basis that there will be no public offers of the Company’s Bonds, other than the offering to the public in the territories of the Republic of Lithuania and of the Republic of Estonia in accordance with the Regulation 2017/1129.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to US persons unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the securities will be made in the United States.
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