On 30 November 2021 the Financial and Capital Market Commission of Latvia approved the Base Prospectus of EUR 40,000,000 Fourth Unsecured Subordinated Bonds Programme of AS “Citadele banka” (“Prospectus”). The Management Board of the Citadele bank (“Citadele”) approved the initial Final Terms of the First tranche of the First series of subordinated bonds on 2 December 2021 (“Final Terms”).
Within the framework of its EUR 40,000,000 Fourth Unsecured Subordinated Bonds programme, Citadele commences the initial public offering of unsecured subordinated bonds of the first tranche of the first series (“Bonds”). The offering period will last from 6 December 2021, 12:00 to 9 December 2021, 15:30 (Latvian time).
The planned offering size of the Bonds is from EUR 20 million up to EUR 40 million. The date of the issuance is expected on 13 December 2021. The Bonds will be publicly offered to investors in Latvia, Estonia and Lithuania and the qualified investors (as provided for in the Prospectus) from other states of the European Economic Area will also be able to acquire the Bonds.
The purpose of this issuance is further improvement of Citadele’s capital adequacy ratio as well as to refinance the current outstanding subordinated bonds issued in 2016. Citadele aims to strengthen the bank’s capital position and to support the bank’s ongoing growth strategy providing active lending to small and medium sized enterprises.
The planned Bond issue price is 100% of the nominal value. Each Bond’s nominal value constitutes EUR 10 000. Interest payments on the Bonds will be made twice a year on the dates specified in the Final Terms. The Bonds will mature in 10 years, however Citadele has right to redeem the Bonds prematurely.
The Prospectus determines the general terms and conditions of the EUR 40 000 000 Fourth Unsecured Subordinated Bonds Programme whereas, the exact size of the issuance of each tranche of each series, the price of bonds, maturity date, yield and other parameters are included in the Final Terms of the respective issuance. The Bonds are planned to be included in the regulated market – the Baltic Bond List of “Nasdaq Riga” stock exchange. Attorney-at-law Edijs Poga Law Office acts as the bank’s legal adviser.
Citadele Group is managed from Latvia. Its subsidiaries and branches operate in Latvia, Lithuania, Estonia and Switzerland. Citadele provides transactions and card payments, loans, deposits, investments, asset management and leasing services, as well as a range of exclusive and unique products. Citadele’s vision is to become the financial services provider of choice in the Baltics for private customers and small and medium businesses.
Citadele’s shareholders are an international and multinational group of investors with experience in the banking sector worldwide. Approximately 75% of Citadele belong to a group of investors represented by the investment company “Ripplewood Advisors LLC,” while the remaining belongs to the European Bank for Reconstruction and Development (EBRD).
The Prospectus and Final Terms in English and the translation of Prospectus summary into Latvian, Estonian and Lithuanian languages are available in electronic form on the website of Citadele https://www.cblgroup.com/en/investors/bonds/. The Prospectus is also available on the website of the Financial and Capital Market Commission of Latvia (“FCMC”) at https://www.fktk.lv.
Before making an investment decision, investors should read the Prospectus and Final Terms and, if necessary, consult with a person specialising in advising on such investments.
IMPORTANT NOTICE. This announcement is an advertisement and is not a prospectus for the purposes of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (“Prospectus Regulation”). Investors should not make an investment decision with respect to Bonds referred to in this announcement except on the basis of information contained in the Prospectus and Final Terms in order to fully understand the potential risks and rewards associated. The Prospectus and Final Terms are available on the website of FCMC (https://www.fktk.lv) and of Citadele https://www.cblgroup.com).The approval of the Prospectus by FCMC should not be understood as an endorsement of Bonds.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer to acquire the Bonds will be made, and any investor should make his 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 initial offering. If you do not understand the contents of this announcement, you should consult an authorised financial adviser.
This announcement does not constitute a recommendation or consultation concerning the initial public offering of Bonds. Information in this announcement or any of the documents relating to the initial public offering of 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. 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.
This announcement is directed at residents of Latvia, Lithuania and Estonia as well as persons in Member States of the European Economic Area (other than in Latvia, Estonia and Lithuania) who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation. In certain jurisdictions outside of Latvia, Lithuania and Estonia, including but not limited to the United States of America (“U.S.”), Australia, Canada and Japan, the furnishing of such information may be restricted or prohibited by applicable laws.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for the Bonds in the U.S. Bonds to be issued have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the securities laws of any state of U.S. or other jurisdiction, and the Bonds may not be offered, sold or delivered at any time, directly or indirectly, within the U.S. (which term includes the territories, the possessions, and all other areas subject to the jurisdiction of U.S.) or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended).
Information presented in this announcement is subject to verification, correction, completion and change without notice.