On registration of the updated Base Prospectus of the Third Programme for the Issuance of Notes of Latvenergo AS
April 26, 2022
NOT TO BE RELEASED, PUBLISHED OR DISTRIBUTED IN WHOLE OR IN PART IN OR INTO OR TO ANY PERSON LOCATED IN OR RESIDENT IN SUCH COUNTRIES OR JURISDICTIONS IN WHICH IT WOULD BE UNLAWFUL OR REQUIRE MEASURES OTHER THAN THOSE REQUIRED UNDER LATVIAN LAWS, INCLUDING THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, HONG KONG AND SINGAPORE. THIS ANNOUNCEMENT IS ALSO NOT ADDRESSED TO RETAIL INVESTORS IN THE EUROPEAN ECONOMIC AREA.
On 26 April 2022 the Financial and Capital Market Commission has registered the updated Base Prospectus of the Third Programme for the Issuance of Notes of Latvenergo AS (please see attached) and has permitted Latvenergo AS to make a public offering of Notes.
The total amount of the programme in nominal value is 200 million euro. Several tranches of Notes can be issued under the programme, and final terms of each separate tranche, including the issue date, amount and maturity will be established shortly before each issue. The maturity of the bonds may be up to 10 years.
This Base Prospectus supersedes the previous Base Prospectus dated 20 April 2021 in relation to the Third Programme for the Issuance of Notes, under which 7-year Notes with a total nominal value of 50 million euro were issued on 17 May 2021.
It is planned to continue issuing green bonds under the Third Programme for the Issuance of Notes, investing proceeds in accordance with the Latvenergo Green Bond Framework. The Framework has been assigned Dark Green shading by CICERO Shades of Green, which is the best green category from CICERO Shades of Green. The Joint Lead Managers of the Programme are Luminor Bank AS and Swedbank AB (publ).
By accessing, downloading, reading or otherwise making available to yourself any content of the Base Prospectus and any Final Terms you confirm that you have read, understand and agree to comply with all of the restrictions set forth below and that your country of residence and current location is not the United States of America, Australia, Japan, Canada, Hong Kong, Singapore or any other jurisdiction in which distribution or publication of the Base Prospectus and any Final Terms is unlawful.
The distribution of the Base Prospectus and any Final Terms may in certain jurisdictions be restricted by law, and the Base Prospectus and any Final Terms may not be used for the purpose of, or in connection with, any offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. No actions have been taken to register or qualify the Notes, or otherwise to permit a public offering of the Notes, in any jurisdiction other that the Republic of Latvia and the Republic of Lithuania. Latvenergo AS (the "Issuer"), Luminor Bank AS and Swedbank AB (publ) (the "Arrangers" and the "Dealers") expect persons into whose possession the Base Prospectus or any Final Terms comes to inform themselves of and observe all such restrictions. Neither the Issuer nor the Arrangers or Dealers accept any legal responsibility for any violation by any person, whether or not a prospective purchaser of the Notes is aware of such restrictions. In particular, the Base Prospectus and any Final Terms may not be sent to any person in the United States, Australia, Canada, Japan, Hong Kong, Singapore or any other jurisdiction in which it would not be permissible to deliver the Notes and the Notes may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into any of these countries.
The Notes have not been, and will not be, registered under the U.S. Securities Act 1933 (as amended) (the "Securities Act"), or with any securities regulatory authority of any state of the United States. The Base Prospectus or the Final Terms are not to be distributed to the United States or in any other jurisdiction where it would be unlawful. The Notes may not be offered, sold, pledged or otherwise transferred, directly or indirectly, within the United States or to, for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (the "Regulation S")), except to a person who is not a U.S. Person (as defined in Regulation S) in an offshore transaction pursuant to Regulation S.