AS “Citadele banka” (“Citadele”) hereby announces the public offering of the first tranche of the Senior Unsecured Preferred Bonds (“Bonds”) under the €100,000,000 First Senior Unsecured Preferred Fixed/Floating Rate Bonds Programme (the “Programme”). This offering is conducted on the basis of the Base Prospectus approved by the Bank of Latvia on 2 October 2024 (“Prospectus”) and initial Final Terms of the Bonds, as approved by Citadele’s Management Board on 4 October 2024 (“Final Terms”). The Prospectus and the Final Terms documents are available in electronic form on the website of Citadele https://www.cblgroup.com/en/investors/bonds/.
The net proceeds from the Offer are to be used by Citadele for general corporate purposes, including compliance with the Minimum Requirement for Own Funds and Eligible Liabilities (“MREL”) applicable to Citadele at the consolidated group level. The Bonds will be offered to qualified investors in the Baltic States and elsewhere in the European Economic Area (“EEA”).
The Prospectus outlines the general terms and conditions of the Programme, while the exact size of the issuance, the price, maturity date, yield and other parameters of the Bonds are detailed in the Final Terms. Attorney-at-law Edijs Poga Law Office acts as the bank’s legal adviser.
Main terms of the offering
The planned offering size of the bonds is from EUR 10 million up to EUR 35 million, in case of oversubscription.
Each bond has a nominal value of EUR 10,000 with a fixed interest rate of 5.00% per annum until the interest rate reset date on 14 October 2025, as defined in the Prospectus and the Final Terms. After the reset date the following floating interest rate will apply: EURIBOR 3 months plus 2.30% per annum. The bonds will be offered under the ISIN code LV0000804334 at a price of EUR 10,000 per bond. The minimum investment amount is EUR 100 000 or 10 bonds. Interest payments on the bonds will be made on the dates specified in the Final Terms. The bonds will mature in 2 years. Citadele has the right to redeem the bonds prematurely, subject to regulatory approvals and conditions specified in the Prospectus.
The bonds are planned to be included in the regulated market – the Baltic Bond List of “Nasdaq Riga” stock exchange. The expected date of the listing and admission to trading is on or around 15 October 2024.
Timetable of the offering
The offer period will last from 7 October 2024, 10:00 to 10 October 2024, 15:30 (Latvian time). Citadele has a right to prolong the offer period.
| Start of the Offer Period |
7 October 2024 at 10:00 (Latvian time) |
| End of the Offer Period |
10 October 2024 at 15:30 (Latvian time) |
| Issue date/ Settlement of the Issued Bonds |
14 October 2024 |
| Announcement of the results of the Offer / Publication of the Final Terms of Bonds |
15 October 2024 |
| First day of listing of Bonds on Nasdaq Riga Stock Exchange |
On or around 15 October 2024 |
Submission of Purchase Orders
Investors wishing to purchase the Bonds shall submit their orders directly to Citadele or via Nasdaq Riga supported trading system Genium INET (available to Nasdaq Riga members). Latvian, Lithuanian or Estonian institutional investors can submit their Purchase Orders to Citadele through Bloomberg trading system or via Genium INET. Other institutional investors willing to purchase the Bonds may become investment services clients of Citadele and purchase the Bonds through Citadele or through other credit institutions, investment brokerage firms or other financial intermediaries through which investors receive investment services, provided that such financial intermediaries are treated by Citadele as eligible counterparties or have access to Genium INET. All Lithuanian and Estonian investors who are not investment services clients of Citadele shall have a settlement agent that is Nasdaq CSD participant.
Other investors in the European Economic Area should contact Citadele (tel: +371 67010555; e-mail: broker@citadele.lv (Attn: Kaspars Kurmiņš). For more information on submission of purchase orders, please refer to the Final Terms.
Before making an investment decision, investors should read the Prospectus and Final Terms carefully and, if necessary, consult with their own professional advisers.
About Citadele
Citadele’s, rated Baa2 (positive) by Moody’s, mission is to modernise the financial industry and offer more opportunities to private individuals and businesses throughout the Baltics. In the six months ended 30 June 2024, Citadele issued EUR 621 million in new loans, with its total loan portfolio reaching EUR 3.0 billion, while total deposits reached EUR 3.7 billion. Alongside a modern universal banking platform, Citadele offers its clients a range of services based on next-generation financial technology, including its modern app, contactless payments and instant payments. Citadele was the first in the Baltics to introduce account opening with a selfie, payment rings and payments to mobile numbers. Citadele Bank is the Group’s parent company in Latvia, and its subsidiaries and branches operate in Latvia, Lithuania and Estonia.
Vlad Dmitrijev
Head of Treasury
+372 5517213
vlad.dmitrijev@citadele.ee
IMPORTANT NOTICE. This notice is an advertisement for securities within the meaning of the Regulation No 2017/1129/EU of 14 June 2017 of the European Parliament and of the Council (“Prospectus Regulation”) and does not constitute an offer to sell the Bonds or invitation to subscribe to the Bonds. The offer to acquire the Bonds is made solely on the basis of the Prospectus and the Final Terms as notified to the Bank of Latvia. The Prospectus and Final Terms are available on the websites of the Bank of Latvia and AS Citadele banka. All investors should make their 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 offering.
Before making an investment decision, investors should read the information published in the Prospectus and the Final Terms in order to understand all details related to the investment. The approval of the Prospectus by the Bank of Latvia should not be regarded as endorsement to AS Citadele banka or the offered securities. The Bonds will be publicly offered in the Republic of Latvia, Lithuania and Estonia. The information contained in this notice is not intended to be published, distributed, or transmitted, in whole or in part, directly or indirectly, to such countries or jurisdictions or otherwise in such circumstances in which such publication, distribution or transmission would be unlawful or require measures other than those required under Latvian laws to be taken by Citadele, including to the United States of America.
This announcement does not constitute a recommendation or consultation concerning the public offering of the Bonds. Information in this announcement or any of the documents relating to the public offering of the 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 and the Final Terms. 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.
Information presented in this announcement is subject to verification, correction, completion and change without notice.