NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF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.
“Civinity” AB (the Company) is informing that the noteholders of the notes, ISIN LT0000408197 (the Notes LT0000408197), may exchange their Notes LT0000408197 to new to be issued unsecured fixed rate notes, ISIN LT0000134413 (the Notes LT0000134413), at an exchange ratio of 1 to 1. The minimum aggregate nominal value of the Notes LT0000408197 to be exchanged shall not be less than EUR 100,000. The Notes LT0000408197 shall carry an annual interest rate of 10 per. cent and be issued under the 20 June 2025 approved Terms and Conditions of the Notes LT0000134413 and the Final Terms of the Notes LT0000134413 of issuance of up to 25,000,000 EUR (link to General Terms and Conditions, as well as the Final Terms: https://www.civinity.com/investors/). Investors participating in the exchange offer will receive unpaid accrued interest from 16 April 2025 until 16 July 2025 (including) to be paid on 17 July 2025. The exchange offer period for noteholders of Notes LT0000408197 will run from 26 June 2025 to 10 July 2025, 3:30 pm Vilnius time.
The Company has appointed Luminor Bank AS Lietuvos skyrius (the Dealer) to act as the Dealer in exchange for Notes LT0000408197.
EXCHANGE OFFER
Noteholders of the Notes LT0000408197 are invited to exchange their existing Notes LT0000408197 for new to be issued unsecured fixed rate Notes LT0000134413 with a denomination of EUR 1,000, carrying an annual interest of 10 per. cent, to be issued under the General Terms and Conditions and the Final Terms of the Notes LT0000134413, at a ratio of 1 to 1. Only applications for the exchange of Notes LT0000408197 with a minimum total nominal amount to be exchanged of at least EUR 100,000 are accepted.
The existing Notes LT0000408197 not exchanged will remain outstanding and be redeemed at maturity on 16 October 2025.
INFORMATION ON THE OFFERING PROCESS
All noteholders of the Notes LT0000408197 will be notified of the offer through their depository banks. Upon instructing their custodian to participate by exchanging Notes LT0000408197, the respective Notes LT0000408197 will be restricted from trading. Notes LT0000408197 not instructed for participation will remain freely tradable.
Exchange Offer Period: 26 June 2025 – 10 July 2025, closing at 3:30 pm Vilnius time.
Results Announcement: On or around 11 July 2025.
NEW NOTES LT0000134413
The Company intends to issue new Notes LT0000134413 in the amount of EUR 50,000,000 with the following conditions:
· Interest rate: 10 per. cent per annum.
· Maturity: 4 years.
· Terms and Conditions: General Terms and Conditions of the Notes and Final Terms.
· Listing: Nasdaq Vilnius Stock Exchange (Regulated Market).
· Distribution period: from 26 June 2025 to 10 July 2025, 3:30 pm Vilnius time.
INVESTOR PRESENTATIONS
The Offer will be presented by the Company and the Dealer via webcast and/or conference call on 1 July 2025. Investors wishing to participate in the presentation are invited to register at: https://nasdaq.zoom.us/webinar/register/WN_LJi06nIPQIyhe7LFT1mTAg#/registration.
CONTACT INFORMATION
For questions about the Exchange offer, please contact the Deaer via e-mail: dcm@luminorgroup.com.
For more information, please visit https://www.civinity.com/investors/.
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.
Virgeda Jackaitė
Manager of “Civinity“ AB