Liven AS (register code 12619609, address Telliskivi tn 60/5, 10412, Tallinn, Estonia; hereinafter Liven) hereby announces a public offering of Liven’s II series green bonds under the existing bond programme (Programme) (hereinafter the Offering). The Offering is conducted on the basis of the base prospectus approved by the Estonian Financial Supervision Authority (hereinafter the FSA) on 6 May 2024 and the prospectus supplement no 1 approved on 3 March 2025 that have been published on the date of this announcement on the web pages of Liven and the FSA (hereinafter base prospectus and prospectus supplement no 1 together Prospectus). The Offering includes a public offering to retail and institutional investors in Estonia.
Liven, in cooperation with the investor Toomas investment club of Äripäev, will host an event on 6 March 2025 at 18:00 to introduce the company and its offer (in Estonian). The event will be broadcast on www.aripaev.ee and the recording will also be available for later viewing.
Main terms of the Offering
Liven offers publicly up to 4,000 unsecured bonds of Liven with the name “EUR 9,0% Liven green bond 25-2029”, with the nominal value of EUR 1,000 each, the maturity date 19 March 2029 and fixed interest rate of 9,0% per annum, payable quarterly. In case of oversubscription, Liven has the right to increase the volume of the Offering up to 7,000 bonds. Liven has also the right to cancel the Offering in the volume not subscribed. The unsecured bonds are offered with the price of EUR 1,000 per one bond.
The unsecured bonds are registered in Nasdaq CSD SE under ISIN code EE0000000354.
The subscription period for the bonds will start on 4 March 2025 at 10:00 and will end on 13 March 2025 at 16:00. The Offering will be targeted to retail and institutional investors in Estonia.
The bond represents an unsecured debt obligation of Liven before the investor. The obligations arising from the bonds rank at least pari passu with all other unsubordinated and unsecured debt obligations of Liven.
Detailed information is available in the Prospectus and in the summary of the Prospectus.
The indicative timetable of the Offering is the following:
| Subscription period starts | 4 March 2025 at 10:00 |
| Subscription period ends | 13 March 2025 at 16:00 |
| Announcement of Offering results | on or about 17 March 2025 |
| Settlement of Offering | on or about 19 March 2025 |
| First trading day | on or about 20 March 2025 |
Submitting subscription undertakings
In order to subscribe for the bonds during the Offering, an investor must have a securities account with a Nasdaq CSD SE Estonian branch (hereinafter Nasdaq CSD) account operator.
An investor wishing to subscribe for the bonds should contact their securities account custodian and submit the subscription undertaking during the offering period in the form indicated below. By submitting the subscription undertaking, an investor authorises the custodian who operates the investor’s current account connected to its securities account to immediately block the whole transaction amount on the investor’s current account until the settlement is completed or funds are released in accordance with the terms set out in the Prospectus.
| Owner of the securities account: | Name of the investor who submitted the subscription undertaking |
| Securities account: | Number of the investor’s securities account |
| Custodian: | Name of the investor’s custodian |
| Security: | EUR 9,0% Liven green bond 25-2029 |
| ISIN code: | EE0000000354 |
| Amount of securities: | The number of bonds determined by the investor |
| Price (per bond): | EUR 1,000 |
| Transaction amount: | The total amount of the transaction (the number of bonds determined by the investor multiplied by Price per one bond) |
| Counterparty: | Liven AS |
| Securities account of counterparty: | 99112753984 |
| Custodian of the counterparty: | AS LHV Pank |
| Value date of the transaction: | 19 March 2025 |
| Type of transaction: | „subscription“ or “purchase” |
Listing and admission to trading of green bonds
On 10 May 2024 Nasdaq Tallinn AS approved Liven’s application for the listing and admission to trading of all up to 30 000 bonds within the Programme. Liven will submit an application to Nasdaq Tallinn AS for the admission to trading of the bonds issued within the Offering on the Baltic Bond List of the Nasdaq Tallinn Stock Exchange. The expected date of admission to trading is on or about 20 March 2025.
While every effort will be made and due care will be taken in order to ensure the admission to trading of the bonds, Liven cannot ensure that the bonds will be admitted to trading.
Availability of the Prospectus and bond terms
The Prospectus and the summary of the Prospectus have been published and can be obtained in electronic format from Liven’s website https://www.liven.ee/investor and the website of the FSA https://www.fi.ee. In addition to the above, the Prospectus and the summary of the Prospectus are available through the information system of the Stock Exchange. The bond terms of Liven’s bonds have been published and can be obtained in electronic format from Liven’s website https://www.liven.ee/investor.
Before investing into the bonds we ask you to acquaint yourself with the Prospectus, the bond terms and the terms of the Offering in full and if necessary, consult with an expert.
Joonas Joost
Chief financial officer
e-mail: [email protected]
https://liven.ee/
Important information
This notice is an advertisement for securities within the meaning of the Regulation No 2017/1129/EU of 14 June 2017 of the European Parliament and of the Council European Parliament and does not constitute an offer to sell bonds or an invitation to subscribe to bonds. An offer to subscribe to bonds should be made and each investor should make any decision to invest in the bonds only on the basis of the information contained in the Prospectus and the summary of the Prospectus. The approval of the Prospectus by the Financial Supervision Authority is not considered to be a recommendation for Liven’s bonds.
The information contained in this notice is not intended to be published, distributed or transmitted, in whole or in part, directly or indirectly, in the United States, Canada, Hong Kong, Japan, Singapore, South Africa, or in any other country or under any circumstance where publication, sharing or transmission would be unlawful. Liven’s bonds will be publicly offered only in Estonia and the sale or offer of the bonds shall not take place in any jurisdiction where such offer, invitation or sale would be unlawful without the exception or qualification of law.
Attachments
- Pohiprospekt
- Prospekti kokkuvote (2. seeria)
- Loplikud tingimused (2. seeria)
