| 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. Prospectus/Announcement of Prospectus On 25 November 2019 the Bank of Lithuania approved the base prospectus for the programme (the “Programme”) of the offering of bonds (the “Bonds”) of Auga group, AB (the “Company”) in the amount of up to EUR 60,000,000 and admission thereof to trading on the Baltic Bond List of Nasdaq Vilnius AB (hereinafter, the “Prospectus”, please see the attached documents) and passported thereof to the Estonian Financial Supervision Authority. The Company may issue Bonds up to an aggregate principal amount of EUR 60,000,000. The Bonds shall be issued and offered in tranches (the “Tranches”, individually a “Tranche”). The terms and conditions of each Tranche shall consist of (i) the general terms and conditions of Bonds which are identified in the Prospectus and which shall apply to each Tranche and (ii) the Final Terms of each separate Tranche, applicable to a concrete Tranche of Bonds (hereinafter, the “Final Terms”), to be announced prior to the offering of the respective Tranche of Bonds. The aggregate principal amount of Bonds of each of the Tranches shall be specified in the Final Terms. The Company may decrease the aggregate principal amount of a Tranche as set out in the Final Terms during the subscription period of that Tranche. The decision with regards to the approval of the Programme, issue of Bonds, offering and admission thereof to trading on the regulated market has been adopted by the Board of the Company on 22 November 2019. The offerings of the respective Tranches of Bonds will also be approved by the decisions of the Board. Following the Prospectus, the Programme consists of: (i) public offering(s) to retail investors and institutional investors in the Republic of Lithuania and in the Republic of Estonia, and/or (ii) private placement(s) (offering(s)) to institutional investors and retail investors in certain Member States of the EEA in each case pursuant to an exemption under Article 1 of the Regulation 2017/1129. The Bonds shall not be offered publicly in any country other than Lithuania and Estonia. The exact terms for subscription of separate Tranches of Bonds, final nominal value and issue price, final number of the Bonds, interest rate, maturity date thereof, collateral (if established) and other information shall be established and announced in the Final Terms of each Tranche of Bonds prior to the offering of the respective Tranche of Bonds. IMPORTANT NOTICE: 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. CFO: Martynas Repečka +370 5 233 5340 | |
