The company GORENJE, d.d., Partizanska cesta 12, SI-3320 Velenje, (hereinafter: Gorenje, d.d.) hereby publicly announces that it intends, consistently with its policy to diversify its financing sources, to issue 5-year corporate notes. The resolution on the issue of ordinary notes with the symbol GV01 was adopted by the company on September 30, 2014.
By issuing the notes, Gorenje, d.d., is looking to further strengthen its debt maturity profile and diversify its long-term financing sources which are currently restricted to mostly banking sources.
Following are the key features of the first offering of Gorenje, d.d., notes with the symbol GV01:
- Notes with annual equal instalments of principal and coupon payment maturing in 5 years after the start of interest accrual on October 10, 2014. The principal and coupon/interest shall be due for payment each year at the end of period (recursively). The first payment shall be due on October 10, 2015; thereafter, each successive payment shall be due by October 10 of each year; the last payment shall be due upon note maturity on October 10, 2019.
- Anticipated total nominal value of the total issue of notes is EUR 50 million. The issuer reserves the right to issue the notes in a different total face value of the entire issue than anticipated.
- The notes shall be issued with minimum par value of EUR 1,000 per note. Minimum note subscription amount shall be EUR 10,000, or 10 notes, per subscriber. Anticipated total issue includes 50,000 notes at a par value of EUR 1,000.00 per note.
- Fixed coupon interest rate shall be 3.85% p.a.
- The notes shall be sold at par, i.e. a price equal to 100.00% of the par value per note.
- There is no extra insurance or warranty regarding the notes. Settlement of liabilities and obligations pertaining to the notes is guaranteed by the issuer, against the issuer's entire assets. Until full repayment of all liabilities pertaining to the Notes, the Issuer shall not encumber his property or allow the occurrence of encumbrance of the property of the Issuer's subsidiaries. The Issuer commits to particular note holders and guarantees that throughout the period until the full repayment of the liabilities towards the note holders their claims and receivables based on the notes or related to them, payable by the issuer, are and will be at least equal (pari passu) to issuer's other non-insured receivables.
Gorenje, d.d., signed an agreement with the companies ALTA Skupina, d.d.; ALTA Invest, d.d.; Nova Ljubljanska banka, d.d., Ljubljana (Lead Managers), and Nova KBM, d.d. (Co-Lead Manager) for expert consulting and services related to ZTFI, as well as for establishing the non-binding interest and desirability of the security at hand among the investors. Investor response confirmed that the issuer's decision to enter the capital markets is sensible.
Gorenje, d.d., will work with the Lead Managers and the Co-Lead Manager to collect binding offers for the purchase of notes in the period from October 1, 2014, to October 6, 2014.
The initial offering of Notes shall take place pursuant to Article 49, Paragraph 1, Sections 1 and 2 of the Financial Instruments Market Act (ZTFI), which provides that the first paragraph of Article 36 of the ZTFI, regulating the obligation to publish a prospectus for the offer of securities to the public, shall not apply to an offer of securities, addressed solely to qualified investors or to an offering of securities addressed to less than 150 natural and legal persons who do not have the position of a qualified investor. Pursuant to the ZTFI, announcement of a prospectus is not required for such offer. Pursuant to the relevant legislation, the notes shall be offered in Slovenia, Croatia, and other EU member states, subject to the provisions on the exceptions from the obligation to publish a prospectus.
The notes will be issued in dematerialized form by registration to the KDD (Central Securities Clearing Corporation, d.d., Ljubljana) accounts held by the note holders, in compliance with the KDD rules. After the completion of the initial offering and the registration of the note holders in the KDD central register, the issuer will file with the Securities Market agency (ATVP) a request of approve the prospectus for regulated/organized trading with the notes. When the decision on the approval of prospectus is issued, the notes will he listed on the regulated market of the Ljubljana Stock Exchange, d.d., Ljubljana.
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