Nasdaq Tallinn
Announcement from the exchange

Notice on Public Offering of Green Bonds of Liven AS

Liven AS (register code 12619609, address Telliskivi tn 60/5, 10412, Tallinn, Estonia; hereinafter Liven) hereby announces a public offering of Liven’s unsecured green bonds (hereinafter the Offering). The Offering is conducted on the basis of the prospectus approved by the Estonian Financial Supervision Authority (hereinafter the FSA) on 6 May 2024 that has been published on the date of this announcement on the web pages of Liven and the FSA (hereinafter Prospectus). The Offering includes a public offering to retail and institutional investors in Estonia.

Liven organises a seminar introducing the company and the Offering for interested parties on May 8th at 18:00 at Liven's salon at Telliskivi 60/5, Tallinn (ground floor). The seminar is held in Estonian, prior registration is required.

Main terms of the Offering

Liven offers publicly up to 4,000 unsecured bonds of Liven with the name “EUR 10,5% Liven green bond 24-2028”, with the nominal value of EUR 1,000 each, the maturity date 23 May 2028 and fixed interest rate of 10,5% 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 EE3300004332.

The subscription period for the bonds will start on 7 May 2024 at 10:00 and will end on 16 May 2024 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:

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.

Listing and admission to trading of green bonds

Liven has submitted an application to Nasdaq Tallinn AS for the listing and admission to trading of the bonds on the Baltic Bond List of the Nasdaq Tallinn Stock Exchange. The expected date of listing and admission to trading is on or about 24 May 2024.

While every effort will be made and due care will be taken in order to ensure the listing and the admission to trading of the bonds, Liven cannot ensure that the bonds will be listed and 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: joonas.joost@liven.ee

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.