Notification on material event
Announcement of the amended and restated 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”), based on the recommendations of the global lead manager AS LHV Pank and requests of the potential institutional investors, has decided to amend and restate the final terms of tranche 1 of bonds (the “Bonds”), offered and to be 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 (the “Final Terms”, please see the attached document with annexes).
The main changes of the initial Final Terms, announced by the Company on 27 November 2019 are the following:
(i) to extend the subscription term of the Bonds until 12 December 2019 (instead of 6 December 2019 under the initial Final Terms), due to which also other dates, related to Bonds were changed accordingly (i.e. expected issue date of Bonds to 17 December 2019, interest payment dates to 17 December of each year until 2024 and the maturity date of Bonds to 17 December 2024);
(ii) taking into consideration that some of the investors may invest material amounts into Bonds (EUR 3,000,000), the possibility was established to determine a possible different issue price of Bonds to such investors (i.e. if the amount invested shall be up to EUR 3,000,000 the issue price will be fixed at EUR 1,000, whereas if the amount invested shall be at least EUR 3,000,000, the issue price may be established by the Issuer, in consultation with the global lead manager, lower than EUR 1,000, depending on provided subscriptions by such investors. The exact issue price to this category of investors will be decided by the Board of the Company and announced together with announcement on final allocation of Bonds.
All other main terms and conditions in connection with the offering of Bonds have not changed and remain the same as indicated by the Company in its Prospectus announced on 26 November 2019 and in the initial Final Terms, announced on 27 November 2019 (which are also repeated in the amended and restated Final Terms, announced via this notification).
Taking into consideration that the initial Final Terms of tranche 1 of Bonds announced by the Company on 27 November 2019 were amended and restated, the Company also informs that the subscriptions made and payments made by the investors during the course of the offering of Bonds prior to the date of publication of the attached amended and restated Final Terms remain valid, unless withdrawn by the respective each separate investor at any time within 2 (two) business days as of announcement of the attached amended and restated Final Terms, in accordance with the Regulation 2017/1129. This right of withdrawal is only granted to those investors who had already agreed to purchase and subscribe for the Bonds before the attached amended and restated Final Terms were published. The Investors may contact the intermediaries, via which they have provided their subscriptions, should they wish to exercise the right of withdrawal as indicated above.
The exact conditions for subscription, payment and allocation of Bonds and other information related thereto are established in the Base Prospectus and in the attached amended and restated 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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