NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE IN THIS STOCK EXCHANGE RELEASE BELOW.
- Under the Exchange offer, the Noteholders of Notes ISIN LT0000405938 (EUR 2021/2025 Notes) may exchange the EUR 2021/2025 Notes to new senior unsecured Notes ISIN LT0000134439 (EUR 2025/2027 Notes) to be issued at an exchange ratio of 1 to 1. These EUR 2025/2027 Notes will carry an annual interest rate of 8.0% and be issued under Final Terms and Base Prospectus approved on 27 May 2025.
- Investors participating in the Exchange offer will receive unpaid accrued interest in cash from 14 December 2024 until 13 June 2025 (including) to be paid on 16 June 2025.
- Under Cash Tender offer the Noteholders of EUR 2021/2025 Notes may receive a cash payment of 99 per cent of Denomination per each EUR 2021/2025 Note tendered on 13 June 2025, plus unpaid accrued interest in cash from 14 December 2024 until 13 June 2025 (including) to be paid on 16 June 2025.
- The Exchange offer period for Noteholders of EUR 2021/2025 Notes will run from 28 May 2025 to 11 June 2025, 2:30 pm CEST/3:30 pm Vilnius time.
- Cash Tender offer period for Noteholders of EUR 2021/2025 Notes will run from 28 May 2025 to 12 June 2025, 2:30 pm CEST/3:30 pm Vilnius time.
Closed – End Investment Company Intended for Informed Investors UAB “Atsinaujinančios energetikos investicijos” has launched its public offering of EUR 2025/2027 Notes and an offer to exchange its EUR 2021/2025 Notes for new EUR 2025/2027 Notes, or alternatively, to tender the EUR 2021/2025 Notes (Denomination of EUR 100,000 and integral multiples of EUR 1,000) for a cash payment of EUR 99.00 per Denomination. The objective is to refinance the EUR 2021/2025 Notes and issue new EUR 2025/2027 Notes in an amount up to EUR 65 million.
Manager of Closed – End Investment Company Intended for Informed Investors UAB “Atsinaujinančios energetikos investicijos”: “With the exchange offer, we are offering existing EUR 2021/2025 Notes investors a possibility to conveniently switch their investment maturing on December 2025 to the newly issued debt securities. As to the cash offer, since after the sale of Polish PV portfolio at the end of 2024 the company has collected excess cash proceeds, it was decided to provide an additional liquidity opportunity for existing investors to tender their notes to the Issuer. The company has allocated up to EUR 10 million for the tender offer which can be increased up to EUR 30 million subject to demand of new EUR 2025/2027 Notes.”
Closed – End Investment Company Intended for Informed Investors UAB “Atsinaujinančios energetikos investicijos” has appointed FMĮ UAB Orion Securities to act as the Lead Manager to UAB “Atsinaujinančios energetikos investicijos” in Exchange and Cash Tender offer for EUR 2021/2025 Notes.
EXCHANGE AND CASH OFFER
Noteholders of the EUR 2021/2025 Notes (ISIN LT0000405938) are invited to:
- Exchange their existing EUR 2021/2025 Notes (ISIN LT0000405938) at a 1:1 ratio for new senior unsecured EUR 2025/2027 Notes (ISIN LT0000134439) with a denomination of EUR 100,000 and integral multiples of EUR 1,000, carrying an annual interest rate of 8.0% to be issued under Final Terms and Base Prospectus approved on 27 May 2025.
- In case there is an oversubscription of EUR 2025/2027 Notes the investors shall be satisfied and the number of EUR 2025/2027 Notes to be allocated to each investor shall be determined upon the discretion of the Issuer.
Alternatively, the Noteholders of the EUR 2021/2025 Notes (ISIN LT0000405938) may:
- Tender their existing EUR 2021/2025 Notes (ISIN LT0000405938) for cash payment of 99 per cent of Denomination per each EUR 2021/2025 Note tendered to be paid on 13 June 2025, plus accrued and unpaid interest from 14 December 2024 until 13 June 2025 (including) to be paid on 16 June 2025.
- Cash offer is of minimum EUR 10 million; cash offer maximum amount of EUR 30 million is subject to demand of new EUR 2025/2027 Notes.
The existing EUR 2021/2025 Notes not exchanged or tendered will remain outstanding and be redeemed at maturity.
INFORMATION ON OFFERING PROCESS
All noteholders will be notified of the offer through their depository banks. Upon instructing their custodian to participate—either by exchanging notes or tendering for cash—the respective EUR 2021/2025 Notes will be restricted from trading. Notes not instructed for participation will remain freely tradable.
Exchange Offer Period: 28 May 2025 – 11 June 2025, closing at 2:30 pm CEST / 3:30 pm Vilnius time.
Results Announcement: On or around 13 June 2025.
NEW EUR 2025/2027 NOTES
Closed – End Investment Company Intended for Informed Investors UAB “Atsinaujinančios energetikos investicijos” intends to issue new EUR 2025/2027 Notes in an amount of EUR 65 million with the following features:
- Interest rate of 8.0% per annum.
- Maturity of 2,5 years.
- Terms and conditions: Final Terms and Base Prospectus. Documents are available at: https://lordslb.lt/AEI_green_bonds_2025/.
- Listing on Nasdaq Vilnius Stock Exchange (Regulated Market).
- Distribution period: from 28 May 2025 to 11 June 2025, 2:30 pm CEST/3:30 pm Vilnius time.
INVESTOR PRESENTATIONS
Manager of Closed – End Investment Company Intended for Informed Investors UAB “Atsinaujinančios energetikos investicijos” Mantas Auruškevičius will present the offer via webcast/conference call:
- English-language session: 4 June 2025 at 13:00 CEST / 14:00 Vilnius time. Please register in advance to attend:
https://us06web.zoom.us/webinar/register/WN_d32cZE8xSqyFs8tcMpwLqA#/registration
- Lithuanian-language session: 5 June 2025 at 9:00 CEST / 10:00 Vilnius time. Please register in advance to attend:
https://us06web.zoom.us/webinar/register/WN_wxUoUAWzQ9244uO9HlNX-g#/registration
CONTACT INFORMATION
For questions about the Exchange offer, please contact Orion Securities via email: corporateaction@orion.lt, phone: +37068758168.
Further details and required documents are available at: https://lordslb.lt/AEI_green_bonds_2025/
IMPORTANT INFORMATION
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Persons into whose possession this announcement may come are required to inform themselves of and observe all such restrictions.
This announcement does not constitute an offer of securities for sale in the United States of America. The notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or under the applicable securities laws of any state of the United States of America and may not be offered or sold, directly or indirectly, within the United States of America or to, or for the account or benefit of, U.S. persons (as defined under Regulation S under the Securities Act) except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This announcement does not constitute an offer of notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the notes. Accordingly, this announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement as a financial promotion may only be distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “Relevant Persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.
Mantas Auruškevičius
Manager of Closed – End Investment Company Intended for Informed Investors
UAB “Atsinaujinančios energetikos investicijos”
mantas.auruskevicius@lordslb.lt
