UAB “Vanagas Asset Management” (hereinafter - the “Issuer”) has issued bonds (ISIN LT0000133886) (hereinafter – the “Bonds”) with a total value of EUR 8,000,000 in accordance with the General Terms and Conditions of UAB “Vanagas Asset Management” for the issuance of up to EUR 8,000,000 of fixed-rate Notes for maturity up to 2.5 years, approved by a decision of the Issuer’s management on 28 March 2025 General Terms and Conditions of UAB “Vanagas Asset Management” for the issuance of up to EUR 8,000,000 of fixed-rate Notes with a maturity of up to 2.5 years (hereinafter - the “General Terms and Conditions”), which form an integral part of the Issuer’s Information Document regarding the issue and public offering of the Bonds, approved by the decision of the Issuer’s manager on 28 March 2025 (hereinafter - the “Information Document”).
In accordance with the General Terms and Conditions of the Bonds, the Bonds are secured by a pledge of shares of the investment companies AB Victory Development IV, UAB Victory Development V and UAB Demus Development VI (Clause 3(c) of the General Terms and Conditions) and are to be further secured by shares of other investment companies (Additional Shares) if the Bonds to Pledged Shares ratio is 0.5 or less (Clause 10(c) of the General Terms and Conditions). Pursuant to the same Clause 10(c) of the General Terms and Conditions, shares of the following investment companies may be pledged: UAB Victory Development Venture; UAB Victory Development Central; UAB Demus Development I; UAB Demus Development VII; UAB Demus Development VIII; UAB Demus Development IX; UAB Demus Nida Development; UAB Victory Development I (hereinafter, all these companies are collectively referred to as the “Additional Companies”).
In 2025, the Issuer established an open-end special-purpose real estate investment company with variably capital “Demus Atviro Butų Fondo Investicijos” (hereinafter - the “New Investment Company”), an open-ended special-purpose variable-capital real estate investment company. In the Company’s view, the shares of the New Investment Company are equivalent to, or even superior to, the shares of the Additional Companies, because: (a) the New Investment Company is an open-end collective investment undertaking and its shareholders are entitled to demand that their shares be redeemed on demand in accordance with the procedure set out in the articles of association of the New Investment Company; (b) the assets of the New Investment Company consist of residential property that has already been built (developed) - mid-range flats which, in the Issuer’s assessment, are liquid assets; (c) The value of the New Investment Company’s shares depends on the GAV, which is calculated monthly and verified by a third party (the depositary), whilst the property is valued by an independent property appraiser at least twice a year; (d) The New Investment Company’s financial statements are audited by an independent auditor; (e) The New Investment Company’s assets have been transferred to a depositary and its activities are supervised by the Bank of Lithuania. The Issuer considers that the shares of the New Investment Company constitute suitable additional collateral (Additional Shares) to safeguard the interests of the Bondholders, and therefore, in accordance with Clause 14(a) of the General Terms and Conditions of the Bonds, is amending the General Terms and Conditions to provide that the shares of the New Investment Company may also be pledged in favour of the Bondholders as additional collateral (Additional Shares), as such amendments do not prejudice the interests of the Bondholders (Clause 14(a) of the General Terms and Conditions of the Bonds).
In view of the foregoing, on 8 July 2026, the Issuer’s manager decided to amend the definition of Additional Shares set out in Clause 10(c) of the General Terms and Conditions of the Bonds and to reword it as follows:
“A “Additional Shares” shall mean the shares of any of the following subsidiaries of the Issuer:
- Close-end investment company intended for informed investors UAB Victory Development Venture;
- Close-end investment company intended for informed investors UAB Victory Development Central;
- Close-end investment company intended for informed investors UAB Demus Development I;
- Close-end investment company intended for informed investors UAB Demus Development VII;
- Close-end investment company intended for informed investors UAB Demus Development VIII;
- Close-end investment company intended for informed investors UAB Demus Development IX;
- Close-end investment company intended for informed investors UAB Demus Nida Development;
- Close-end investment company intended for informed investors UAB Victory Development I; or
- Open-end special-purpose real estate investment company with variably capital „Demus Atviro Butų Fondo Investicijos“.”
This amendment to the General Terms and Conditions of the Bonds shall come into force on 9 July 2026.
For further information:
Raimundas Lukoševičius
CFO
raimundas@vanagasgroup.lt
+370 646 50488