REG - Eesti Energia AS - Eesti Energia Bond IPT Announcement

LHV ASAnnouncement

Wed 09:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260520:nRST0834Fa&default-theme=true

RNS Number : 0834F  Eesti Energia AS  20 May 2026

Eesti Energia AS 5yr Senior Green WNG EUR 300mn Bond - IPTs MS+200bps area

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO PERSONS
LOCATED IN THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT) OR TO ENTITIES IN CANADA, AUSTRALIA OR JAPAN OR ANY OTHER
JURISDICTION WHICH PROHIBITS THE SAME EXCEPT IN COMPLIANCE WITH APPLICABLE
LAW.

 Issuer:                        Eesti Energia AS
 Issuer LEI:                    5493005044RTLQ5RZU70
 Issuer Ratings (M/F):          Baa3 st / BBB- st
 Exp Instrument Ratings (M/F):  Baa3 / BBB-
 Status of the Notes:           The Notes and the Coupons constitute direct, unconditional and unsecured
                                obligations of the Issuer and will rank pari passu, without any preference
                                among themselves, with all other outstanding unsecured and unsubordinated
                                obligations of the Issuer, present and future, but, in the event of
                                insolvency, only to the extent permitted by applicable laws relating to
                                creditors' rights
 Format:                        Reg. S, bearer form (TEFRA D rules apply, no communications with or into the
                                U.S.)
 Currency:                      EUR
 Size:                          EUR 300mn (WNG)
 Maturity:                      5-year
 IPTs:                          MS+200bps area
 Settlement Date:               28 May 2026 (T+5)
 Maturity Date:                 28 May 2031
 Interest:                       ● % Fixed Rate
 Day Count Fraction:            Actual/Actual (ICMA)
 Interest Payment Date:         Interest in respect of the Notes will be payable annually in arrear on 28 May
                                in each year commencing on 28 May 2027 and ending on the Maturity Date (unless
                                the Notes are previously redeemed or purchased and cancelled)
 ISIN:                          XS3338741567
 Denominations:                 EUR 100,000 + EUR 1,000 up to and including EUR 199,000
 Redemption:                    Unless previously redeemed, or purchased and cancelled, the Notes will be
                                redeemed at their principal amount on the Maturity Date
 Optional Redemption:           The Issuer may, at its option: (a) redeem the Notes in whole, but not in part,
                                where a Withholding Tax Event has occurred and is continuing, or a Substantial
                                Repurchase Event has occurred, in each case, at their principal amount
                                together with any accrued and unpaid interest; or (b) redeem the Notes in
                                whole, but not in part (i) at any time prior to the [par call date] at the
                                Make-Whole Redemption Amount; and (ii) from and including the [par call date]
                                to but excluding the Maturity Date, at their principal amount together with
                                any accrued and unpaid interest
 Substitution:                  The Trustee may, without the consent of the Holders, agree with the Issuer to
                                the substitution in place of the Issuer (or of any previous substitute) of any
                                other company being a Subsidiary of the Issuer as the principal debtor under
                                the Notes, subject to certain conditions, including the Notes being
                                unconditionally and irrevocably guaranteed by the Issuer and the Trustee being
                                satisfied that the interests of the Holders will not be materially prejudiced
                                by the substitution
 Documentation:                 Preliminary Offering Circular dated 18 May 2026
 Governing Law:                 English Law
 Listing:                       Euro MTF Market of the Luxembourg Stock Exchange
 Clearing:                      Euroclear and Clearstream, Luxembourg
 Global Coordinator:            Goldman Sachs Bank Europe SE
 Joint Lead Managers:           Goldman Sachs Bank Europe SE, AS LHV Pank
 IFIs Participation:            The Issuer has received an expression of interest from a number of
                                international financial institutions ("IFIs"), who may elect in their
                                discretion to place an order to participate in the offering
 Use of Proceeds:               The Issuer intends to apply an amount equivalent to the net proceeds of the
                                issue of the Notes to finance and/or refinance in whole or in part, new or
                                existing Eligible Green Projects
 MiFID II Target Market:        Eligible counterparties and professional clients only (all distribution
                                channels). No EEA key information document (KID) or disclosure document
                                required by the FCA Product Disclosure Sourcebook has been prepared as not
                                available to retail in EEA or UK.
 Selling Restrictions:          There are restrictions on the distribution of this Offering Circular and the
                                offer or sale of the Notes in the United States, the EEA, the UK, Estonia,
                                Belgium and Singapore, among other jurisdictions
 Advertisement:                 The final Offering Circular, when published, will be available on the website
                                of the Luxembourg Stock Exchange and on the Eesti Energia website
                                at https://www.enefit.com/en/ettevottest/investorile
                                (https://eur03.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.enefit.com%2Fen%2Fettevottest%2Finvestorile&data=05%7C02%7CMarkus.Roogna%40enefit.com%7C3f2dc201abb241eb8e1808deb63ecd5f%7C15cd778b2b284ebc956cb5977a36cd28%7C0%7C0%7C639148578808768
                                802%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=np6ZHUWwPjQVgBD%2BXKRtrn2vs1oqFMIWj49ndDprOaA%3D&reserved=0)
                                .
 Marketing:                     Direct Link: www.netroadshow.com/nrs/home/#!/?show=74907098
                                (https://eur03.safelinks.protection.outlook.com/?url=https%3A%2F%2Furldefense.com%2Fv3%2F__https%3A%2Fwww.netroadshow.com%2Fnrs%2Fhome%2F*!%2F%3Fshow%3D74907098__%3BIw!!O2kDR7mm
                                -zSJ!vITMLs9zpJ2kjS4cOv4TwXnr4Vk6xiO5TwRyIQCAHBIEJgZmetukgOMRAdqSFA9GGOLWNt1cehtKM14%24&data=05%7C02%7CMarkus.Roogna%40enefit.com%7C3f2dc201abb241eb8e1808deb63ecd5f%7C15cd778b2b284ebc956cb5977a36cd28%7C0%7C0%7C639148578808849064%7CUnknown%7CTWFpbGZsb3d
                                8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=uNoSqXFADJacuLh%2FjyYXgzbLTMTw4R%2BpZu3RvX1LjXQ%3D&reserved=0)
                                 (Recommended)

                                URL: www.netroadshow.com
                                (https://eur03.safelinks.protection.outlook.com/?url=https%3A%2F%2Furldefense.com%2Fv3%2F__http%3A%2Fwww.netroadshow.com%2F__%3B!!O2kDR7mm
                                -zSJ!vITMLs9zpJ2kjS4cOv4TwXnr4Vk6xiO5TwRyIQCAHBIEJgZmetukgOMRAdqSFA9GGOLWNt1clPvir4A%24&data=05%7C02%7CMarkus.Roogna%40enefit.com%7C3f2dc201abb241eb8e1808deb63ecd5f%7C15cd778b2b284ebc956cb5977a36cd28%7C0%7C0%7C639148578808872194%7CUnknown%7CTWFpbGZsb3d
                                8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=bBnbF1YQNjqoZO6CCSQTC5%2Fd6R6svbpdNF31kyCKtoY%3D&reserved=0)

                                Entry Code: Eesti2026 (not case-sensitive)
 Timing:                        Books open, today's business

 

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES.

This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States or
any jurisdiction in which such offer or solicitation or sale would be
unlawful. Securities may not be offered or sold within the United States or to
U.S. persons absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended, and the rules and regulations
thereunder. Any offering of securities to be made outside the United States
will be made by means of a preliminary Offering Circular and final Offering
Circular which will be available when published on the website of the
Luxembourg Stock Exchange and on the Eesti Energia
website at https://www.enefit.com/en/ettevottest/investorile
(https://eur03.safelinks.protection.outlook.com/?url=https%3A%2F%2Furldefense.com%2Fv3%2F__https%3A%2Fwww.enefit.com%2Fen%2Fettevottest%2Finvestorile__%3B!!O2kDR7mm-zSJ!vpPODox-N1PqKfPfT4koko653a6UdUz-VUGp6Zeab5mG26wwvTQ5EUIOZAN-qYhHbbtnUclqOpXimGsq2Ji7v30sTcc%24&data=05%7C02%7CMarkus.Roogna%40enefit.com%7C3f2dc201abb241eb8e1808deb63ecd5f%7C15cd778b2b284ebc956cb5977a36cd28%7C0%7C0%7C639148578808890450%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=lL2K5FFkJRYV5bYLigSBNLzWk56P9abohbJlkC5UCmk%3D&reserved=0)
. Eesti Energia AS has not registered and does not intend to register any
securities in the United States, and no public offering of securities will be
made in the United States or in any other jurisdiction where such an offering
is restricted or prohibited

This announcement is being distributed only to and directed only at: (i)
persons who are outside the United Kingdom, (ii) persons who have professional
experience in matters relating to investments falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order"), or (iii) persons falling with Article 49(2)(a) to
(d) of the Order, or (iv) persons in the United Kingdom in circumstances where
section 21 of the Financial Services and Markets Act 2000 (as amended) does
not apply (all such persons together being referred to as "relevant persons").
The announcement must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with,
relevant persons (and subject to any other applicable restrictions).

Relevant stabilisation regulations including FCA/ICMA Stabilisation apply.

A rating is not a recommendation to buy, sell or hold securities. Ratings may
be subject to revision, suspension, change or withdrawal at any time by the
assigning rating agency.

None of the Joint Lead Managers makes any representation, warranty or
undertaking, express or implied, as to (i) whether the securities will satisfy
any present or future investor expectations or requirements with respect to
environmental, sustainability or green criteria, (ii) whether an amount
equivalent to the net proceeds of the issuance of the securities will be used
to finance and/or refinance in relevant eligible green projects, including
their green criteria or (iii) the characteristics of relevant eligible green
projects, or businesses to which an amount equivalent to the net proceeds of
the securities are applied or invested, including their green characteristics.

None of the Joint Lead Managers is responsible for any assessment of the
eligibility criteria, any verification of whether the eligible green projects
meet the eligibility criteria, or the monitoring of the use of proceeds.

Investors should refer to the Offering Circular and should determine for
themselves the relevance of the information contained in the Offering Circular
regarding the use of proceeds and its investment in the securities should be
based upon such investigation as it deems necessary.

Any information on, or accessible through, the Issuer's website or any other
website mentioned in this communication or any website directly or indirectly
linked to these websites, and the information in the Issuer's Green Financing
Framework or Second Party Opinion, has not been verified and does not
constitute or form part of any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for, any securities and
does not form a part of the Offering Circular, save in each case to the extent
that any such information is expressly included or incorporated by reference
in the Offering Circular.

None of the Issuer's Green Finance Framework or any Second Party Opinion
provided in respect of the Issuer's Framework or any related reports,
verification assessments or the contents of the Issuer's website are
incorporated in, or form part of, the Offering Circular or this document and
should not be relied upon in connection with making any investment decision
with respect to the securities.

In addition, no assurance or representation is given by the Joint Lead
Managers or any other person to investors as to the suitability or reliability
for any purpose whatsoever of any opinion, report or certification of any
third party in connection with the offering of the securities.

Certain Goldman Sachs entities have subscribed to the FMSB Standard for the
sharing of investor allocation information in the fixed income primary markets
(outlined in this
report: Sharing-of-Investor-Allocation-Information-21.01.22-CLEAN-FINAL.pdf
(https://eur03.safelinks.protection.outlook.com/?url=https%3A%2F%2Furldefense.com%2Fv3%2F__https%3A%2Ffmsb.com%2Fwp-content%2Fuploads%2F2022%2F02%2FSharing-of-Investor-Allocation-Information-21.01.22-CLEAN-FINAL.pdf__%3B!!AcBi8707M5M!vZFjw6Ciwd_Lcz8TZhO1xT27kB1uxFTJ-vzQqmkwxZdrGCaVZKa3UmDW5a0yG0HSGHRXBoOUbcIn23IkLMJ69weI%24&data=05%7C02%7CMarkus.Roogna%40enefit.com%7C3f2dc201abb241eb8e1808deb63ecd5f%7C15cd778b2b284ebc956cb5977a36cd28%7C0%7C0%7C639148578808907494%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=dAQrSaqvCaY2rhJm%2Fko5LsGkYiRjweqV9UFaUtdCtas%3D&reserved=0)
 (fmsb.com)). If you wish to opt out from having any investor allocations in
the orderbook shared with our secondary trading desk, please respond in
writing to your Goldman Sachs Sales contact.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO
THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER
NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING
SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IODURUBRNVUVURR



            Copyright 2019 Regulatory News Service, all rights reserved