THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO PERSONS LOCATED IN THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) OR TO ENTITIES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.
AB "Ignitis grupė" (hereinafter – the Group) informs of its decision to launch a series of fixed income investor calls for its inaugural European Green Bond (hereinafter – EuGB) issuance (hereinafter – New Notes) as well as to announce a concurrent tender offer (hereinafter – Tender Offer) on the outstanding EUR 300 million 2.000% Notes due 14 July 2027 (ISIN: XS1646530565) (hereinafter – Notes).
A minimum EUR 300 million 5-year EuGB Reg S Category 1 Registered, senior unsecured offering is expected to follow, subject to market conditions. The New Notes would be issued under the Group’s EUR 2,000,000,000 Euro Medium Term Note Programme (hereinafter – EMTN Programme) and the Base Prospectus dated 3 September 2026 (link).
An amount equivalent to the gross proceeds from the New Notes may be allocated to finance and/or refinance, in whole or in part, fixed assets, capital and operating expenditures in accordance with the gradual approach referred to in Article 4(1) of the E.U. Green Bond Regulation and the European Green Bond Factsheet (link).
The Tender Offer, announced concurrently with the proposed issuance of the New Notes, is intended to proactively manage the Group’s bond maturity profile and facilitate the ability of investors in the Notes to switch to an investment in the New Notes. The proceeds of the New Notes are intended to be used to satisfy the Group’s obligations in connection with the Tender Offer. Notes purchased by the Group pursuant to the Tender Offer will be cancelled and will not be re-issued or re-sold. Notes which have not been validly tendered and accepted for purchase pursuant to the Tender Offer will remain outstanding. Completion of the Tender Offer is subject, without limitation, to the completion of the issuance of the New Notes. The Group reserves the right at any time to amend or waive any or all of the conditions of the Tender Offer. S&P Global Limited has been appointed as Information and Tender Agent. Detailed information on the Tender Offer is available in the announcements published by the Group on the websites of the Luxembourg (link) and Nasdaq Vilnius (link) stock exchanges.
Further information regarding the New Notes and the Tender Offer will be announced only if and when the New Notes are priced and the results of the Tender Offer have been determined.
The Group has mandated BNP PARIBAS, Goldman Sachs Bank Europe SE, J.P. Morgan and MUFG as Global Coordinators, and, together with SEB and Swedbank, as Joint Bookrunners.
The investor calls and Tender Offer announcement follow the recent publication of the Group’s updated EMTN Programme (link), updated Green Finance Framework and the launch of its European Green Bond Factsheet (link).
The Group has two investment-grade credit ratings: BBB+ with a Stable outlook assigned by S&P Global Ratings and Baa1 with a Stable outlook assigned by Moody's Ratings. Further information on the Group's credit ratings is available on the Group's website (link).
Currently, the Group has three outstanding bond issues, each with a nominal amount of EUR 300 million and maturing in 2027, 2028 and 2030. Further information on the Group's bond issues is available on the Group's website here.
The information provided in this announcement does not affect the Group’s Adjusted EBITDA and Investments guidance for 2026.
Disclaimer
MiFID professionals/ECPs-only – Manufacturer target market (MiFID product governance) is eligible counterparties and professional investors only (all distribution channels).
No EU PRIIPs key information document and no disclosure document required by the FCA Product Disclosure Sourcebook will be prepared as the Notes are not available to retail investors in the European Economic Area (the “EEA”) or the United Kingdom (the “UK”).
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 the Base Prospectus dated 3 September 2026 in connection with the Issuer’s EUR2,000,000,000 EMTN Programme, which is available on the website of the Luxembourg Stock Exchange and on the Ignitis Group website at https://ignitisgrupe.lt/en/investors/bonds. Ignitis Group 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 within 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.
Each investor is solely responsible for making its own independent appraisal of all matters as such investor deems appropriate (including those relating to the Tender Offer, the New Notes and the Group). Each investor must make its own investment decision based upon its own judgement and having obtained advice from such financial, accounting, regulatory, investment, legal and tax advisers as it may deem necessary. If such person is in any doubt about any aspect of the Tender Offer, the New Notes and/or the action it should take, including in respect of any tax consequences, it should consult its professional advisers.
For additional information, please contact:
Communications
Valdas Lopeta
+370 621 77993
valdas.lopeta@ignitis.lt
Investor Relations
Ainė Riffel-Grinkevičienė
+370 643 14925
aine.riffel-grinkeviciene@ignitis.lt
