Citadele banka
Other information disclosed according to the rules of the Exchange

Notice on Public Offering of Subordinated Bonds of AS Citadele banka

AS “Citadele banka” (“Citadele”) hereby announces the public offering of the first tranche of the first series of Citadele’s unsecured subordinated bonds (“Bonds”) under its EUR 60,000,000 Fifth Unsecured Subordinated Bonds Programme. The offering is conducted on the basis of the Base Prospectus of the programme as approved by the Bank of Latvia on 20 March 2024 (“Prospectus”) and initial Final Terms of the Bonds as approved by Citadele’s Management Board on 21 March 2024 (“Final Terms”), available on the web pages of Citadele and Bank of Latvia.

The purpose of the issuance is to further strengthen Citadele’s regulatory capital structure, including use as Citadele’s subordinated capital (Tier 2 instruments) in accordance with the requirements of the Capital Requirements Regulation (CRR) and any other applicable regulations for Tier 2 capital. The Bonds will be publicly offered to institutional and retail investors in Latvia, Lithuania and Estonia, as well as to qualified investors from other Member States of the European Economic Area.

The Prospectus determines the general terms and conditions of the programme whereas the exact size of the issuance, the price, maturity date, yield and other parameters of the Bonds are included in the Final Terms. Attorney-at-law Edijs Poga Law Office acts as the bank’s legal adviser. AS LHV Pank acts as an adviser and joint lead manager in this offering.

Main terms of the offering

The planned offering size of the Bonds is from EUR 10 million up to EUR 20 million. Each Bond’s nominal value is EUR 10,000 with a fixed interest rate of 8% per annum. The Bonds will be offered under the ISIN code LV0000803054 at a price of EUR 10,000 per one Bond. Interest payments on the Bonds will be made semi-annually on the dates specified in the Final Terms. The Bonds will mature in 10 years, however Citadele has a right to redeem the Bonds prematurely, subject to regulatory approvals.

The Bonds are planned to be included in the regulated market – the Baltic Bond List of “Nasdaq Riga” stock exchange. The expected date of the listing and admission to trading is on or around 8 April 2024.The Prospectus, the Final Terms and the Issue specific summary in English, Latvian, Estonian and Lithuanian are available in electronic form on the website of Citadele https://www.cblgroup.com/en/investors/bonds/.

Tentative timetable

The offer period will last from 25 March 2024, 10:00 to 3 April 2024, 15:30 (Latvian time). Citadele has a right to prolong the offer period.

Submission of Purchase Orders

Investors wishing to purchase the Bonds shall submit their orders directly to Citadele or via Nasdaq Riga supported trading system Genium INET available to Nasdaq Riga members. Latvian, Lithuanian or Estonian institutional investors can submit their Purchase Orders to Citadele through Bloomberg trading system or via Genium INET. Other investors willing to purchase the Bonds may become investment services clients of Citadele and purchase the Bonds through Citadele or through other credit institutions, investment brokerage firms or other financial intermediaries from which investors receive investment services, provided that such financial intermediaries are treated by Citadele as eligible counterparties or have access to Genium INET. All Lithuanian and Estonian investors who are not investment services clients of Citadele shall have a settlement agent that is Nasdaq CSD participant. Other investors in the European Economic Area (in respect of private placement of the Bonds) should contact Citadele (tel: +371 67010555; e-mail: broker@citadele.lv (Attn: Mr. Jurijs Mihailovs)). For more information on submission of purchase orders, please refer to the Final Terms.

Before making an investment decision, investors should read the Prospectus and Final Terms carefully and, if necessary, consult with their own professional advisers.

About Citadele

Citadele’s, rated Baa2 (positive) by Moody’s, mission is to modernise the financial industry and offer more opportunities to private individuals and businesses throughout the Baltics. In the 12 months ended 31 December 2023, Citadele issued EUR 897 million in new loans, with its total loan portfolio reaching EUR 2.9 billion, while total deposits reached EUR 3.8 billion. Alongside a modern universal banking platform, Citadele offers its clients a range of services based on next-generation financial technology, including its modern app, contactless payments and instant payments. Citadele was the first in the Baltics to introduce account opening with a selfie, payment rings and payments to mobile numbers. Meanwhile, businesses make active use of our remote account opening, Citadele Phone POS card acceptance app and Klix universal e-commerce tool, as well as applying for financing to develop their business. Citadele Bank is the Group’s parent company in Latvia, and its subsidiaries and branches operate in Latvia, Lithuania and Estonia.

IMPORTANT NOTICE. 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 (“Prospectus Regulation”) and does not constitute an offer to sell the Bonds or invitation to subscribe to the Bonds. The offer to acquire the Bonds is made solely on the basis of the Prospectus and the Final Terms as notified to the Bank of Latvia. The Prospectus and Final Terms are available on the websites of the Bank of Latvia and AS Citadele banka. All investors should make their investment solely on the basis of information that is contained in the Prospectus, Final Terms and supplements (if any) to be published in connection with this offering.

Before making an investment decision, investors should read the information published in the Prospectus and the Final Terms in order to understand all details related to the investment. The approval of the Prospectus by the Bank of Latvia should not be regarded as endorsement to AS Citadele banka or the offered securities. The Bonds will be publicly offered in the Republic of Latvia, Lithuania and Estonia. The information contained in this notice is not intended to be published, distributed, or transmitted, in whole or in part, directly or indirectly, to such countries or jurisdictions or otherwise in such circumstances in which such publication, distribution or transmission would be unlawful or require measures other than those required under Latvian laws to be taken by Citadele, including to the United States of America.

This announcement does not constitute a recommendation or consultation concerning the public offering of the Bonds. Information in this announcement or any of the documents relating to the public offering of the Bonds cannot be relied upon as a guide to future performance. Before purchasing any Bonds, persons viewing this announcement should ensure that they fully understand and accept the risks set out in the Prospectus and the Final Terms. The investor must assess the benefits, risks and impact of investing in the Bonds on his / her own financial position and make an independent decision on making the investment, fully understanding its consequences. The Bonds may be difficult to understand and may not be suitable for all investors.

Information presented in this announcement is subject to verification, correction, completion and change without notice.

         Vlad Dmitrijev
         Head of Treasury
         +37127306673
         vlad.dmitrijev@citadele.lv
         
         
         Ilona Frīdmane
         Head of Investor Relations and ESG
         +37129483327
         investor.relations@citadele.lv