Eesti Energia AS 5yr Senior Green WNG EUR 300mn Bond – IPTs MS+200bps area
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO PERSONS LOCATED IN THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) OR TO ENTITIES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.
| Issuer: | Eesti Energia AS |
| Issuer LEI: | 5493005044RTLQ5RZU70 |
| Issuer Ratings (M/F): | Baa3 st / BBB- st |
| Exp Instrument Ratings (M/F): | Baa3 / BBB- |
| Status of the Notes: | The Notes and the Coupons constitute direct, unconditional and unsecured obligations of the Issuer and will rank pari passu, without any preference among themselves, with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights |
| Format: | Reg. S, bearer form (TEFRA D rules apply, no communications with or into the U.S.) |
| Currency: | EUR |
| Size: | EUR 300mn (WNG) |
| Maturity: | 5-year |
| IPTs: | MS+200bps area |
| Settlement Date: | 28 May 2026 (T+5) |
| Maturity Date: | 28 May 2031 |
| Interest: | [●]% Fixed Rate |
| Day Count Fraction: | Actual/Actual (ICMA) |
| Interest Payment Date: | Interest in respect of the Notes will be payable annually in arrear on 28 May in each year commencing on 28 May 2027 and ending on the Maturity Date (unless the Notes are previously redeemed or purchased and cancelled) |
| ISIN: | XS3338741567 |
| Denominations: | EUR 100,000 + EUR 1,000 up to and including EUR 199,000 |
| Redemption: | Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their principal amount on the Maturity Date |
| Optional Redemption: | The Issuer may, at its option: (a) redeem the Notes in whole, but not in part, where a Withholding Tax Event has occurred and is continuing, or a Substantial Repurchase Event has occurred, in each case, at their principal amount together with any accrued and unpaid interest; or (b) redeem the Notes in whole, but not in part (i) at any time prior to the [par call date] at the Make-Whole Redemption Amount; and (ii) from and including the [par call date] to but excluding the Maturity Date, at their principal amount together with any accrued and unpaid interest |
| Substitution: | The Trustee may, without the consent of the Holders, agree with the Issuer to the substitution in place of the Issuer (or of any previous substitute) of any other company being a Subsidiary of the Issuer as the principal debtor under the Notes, subject to certain conditions, including the Notes being unconditionally and irrevocably guaranteed by the Issuer and the Trustee being satisfied that the interests of the Holders will not be materially prejudiced by the substitution |
| Documentation: | Preliminary Offering Circular dated 18 May 2026 |
| Governing Law: | English Law |
| Listing: | Euro MTF Market of the Luxembourg Stock Exchange |
| Clearing: | Euroclear and Clearstream, Luxembourg |
| Global Coordinator: | Goldman Sachs Bank Europe SE |
| Joint Lead Managers: | Goldman Sachs Bank Europe SE, AS LHV Pank |
| IFIs Participation: | The Issuer has received an expression of interest from a number of international financial institutions ( "IFIs "), who may elect in their discretion to place an order to participate in the offering |
| Use of Proceeds: | The Issuer intends to apply an amount equivalent to the net proceeds of the issue of the Notes to finance and/or refinance in whole or in part, new or existing Eligible Green Projects |
| MiFID II Target Market: | Eligible counterparties and professional clients only (all distribution channels). No EEA key information document (KID) or disclosure document required by the FCA Product Disclosure Sourcebook has been prepared as not available to retail in EEA or UK. |
| Selling Restrictions: | There are restrictions on the distribution of this Offering Circular and the offer or sale of the Notes in the United States, the EEA, the UK, Estonia, Belgium and Singapore, among other jurisdictions |
| Advertisement: | The final Offering Circular, when published, will be available on the website of the Luxembourg Stock Exchange and on the Eesti Energia website at https://www.enefit.com/en/ettevottest/investorile. |
| Marketing: | Direct Link: www.netroadshow.com/nrs/home/#!/?show=74907098 (Recommended) URL: www.netroadshow.com Entry Code: Eesti2026 (not case-sensitive) |
| Timing: | Books open, today’s business |
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 a preliminary Offering Circular and final Offering Circular which will be available when published on the website of the Luxembourg Stock Exchange and on the Eesti Energia website at https://www.enefit.com/en/ettevottest/investorile. Eesti Energia AS 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 with 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.
None of the Joint Lead Managers makes any representation, warranty or undertaking, express or implied, as to (i) whether the securities will satisfy any present or future investor expectations or requirements with respect to environmental, sustainability or green criteria, (ii) whether an amount equivalent to the net proceeds of the issuance of the securities will be used to finance and/or refinance in relevant eligible green projects, including their green criteria or (iii) the characteristics of relevant eligible green projects, or businesses to which an amount equivalent to the net proceeds of the securities are applied or invested, including their green characteristics.
None of the Joint Lead Managers is responsible for any assessment of the eligibility criteria, any verification of whether the eligible green projects meet the eligibility criteria, or the monitoring of the use of proceeds.
Investors should refer to the Offering Circular and should determine for themselves the relevance of the information contained in the Offering Circular regarding the use of proceeds and its investment in the securities should be based upon such investigation as it deems necessary.
Any information on, or accessible through, the Issuer’s website or any other website mentioned in this communication or any website directly or indirectly linked to these websites, and the information in the Issuer’s Green Financing Framework or Second Party Opinion, has not been verified and does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities and does not form a part of the Offering Circular, save in each case to the extent that any such information is expressly included or incorporated by reference in the Offering Circular.
None of the Issuer’s Green Finance Framework or any Second Party Opinion provided in respect of the Issuer’s Framework or any related reports, verification assessments or the contents of the Issuer’s website are incorporated in, or form part of, the Offering Circular or this document and should not be relied upon in connection with making any investment decision with respect to the securities.
In addition, no assurance or representation is given by the Joint Lead Managers or any other person to investors as to the suitability or reliability for any purpose whatsoever of any opinion, report or certification of any third party in connection with the offering of the securities.
Certain Goldman Sachs entities have subscribed to the FMSB Standard for the sharing of investor allocation information in the fixed income primary markets (outlined in this report: Sharing-of-Investor-Allocation-Information-21.01.22-CLEAN-FINAL.pdf (fmsb.com)). If you wish to opt out from having any investor allocations in the orderbook shared with our secondary trading desk, please respond in writing to your Goldman Sachs Sales contact.
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