Public Offering of Series II Green Bonds under the Liven AS Bond Programme

The public offering period has passed

Start of the offering period: March 4, 2025, at 10:00 AM
End of the offering period:  March 13, 2025, at 16:00 PM

Liven AS is issuing green bonds, Series II

The main terms of the offer:

 

  • The price (face value) of one bond 1,000 euros
  • Interest rate 9,0% per annum
  • Quarterly interest payments
  • Bond maturity: 4 years
  • More information about the program and the offer can be found below

About the offer

 

The public offering of green bonds under the second series of the Liven AS bond program will take place from March 4th to March 13th. A total of 4,000 green bonds, each with a nominal value of 1,000 euros, will be offered, and the total value of the issuance is 4 million euros. In the case of oversubscription, the volume of the issuance may be increased up to 7 million euros.

About the Company

Liven AS is a residential real estate developer established in 2014, primarily operating in Tallinn. Over its more than ten years of activity, the company has created over 800 homes, and currently, more than 1,400 homes are in various stages of development. According to the latest real estate brand awareness and reputation survey conducted by Kantar Emor, Liven is the most reputable real estate developer in Estonia. Additionally, Citify.eu data shows that in 2024, Liven was the largest real estate developer by sales volume, holding nearly a 10% market share.

Liven focuses on creating homes, distinguishing itself through carefully designed concepts, layouts, and furnishing options developed in collaboration with homeowners. Homebuyers appreciate Liven for its most attractive developments, describing the company as a trendsetter in stylish and modern architecture.

Liven’s development portfolio includes 11 projects with land prepared for more than 1,400 new homes. The last available homes are still for sale in the Magdaleena and Uus-Meremaa developments, as well as in the first phase of the Luuslangi project. Homes are also available for sale and under construction in the Iseära and Regati developments. Meanwhile, homes in the second phase of Luuslangi and the newly announced Olemuse development in Nõmme are awaiting construction. In 2023, Liven expanded into the German market, and in 2024, pre-sales began for the Wohngarten project in Berlin. Additionally, four more development projects are planned in Tallinn. Overall, Liven’s development portfolio comprises over 110,000 m² of sellable space, ensuring a stable development volume for the coming years. The estimated sales volume of Liven’s development portfolio is €370 million.

Detailed information about the program and the conditions of the second series offer:

The exact terms of the offer can be found
in the bond program prospectus (EST),
the summary of the prospectus (EST) and
the final terms of the second series (EST).

Liven’s green financing framework
Independent third-party opinion on the compliance of the framework

Liven introduction materials

On January 30, Liven published the unaudited interim report for the 12 months and the IV quarter of 2024.

Additionally, on January 30, a webinar was held to present the results, and the presentation, recording, and transcript (all Estonian) are available for review or replay.

On 6 March Liven introduced the company and the offer (in Estonian) to the visiting Investor Toomas investmentclub. The presentation (in Estonian) is available here. The recording (in Estonian) is available on www.aripaev.ee.

Frequently asked questions

The bonds are offered publicly only in Estonia and the bond programme prospectus is only available in Estonian.

English translations of our annual reports are also available on our website. As well as English translation our investor presentation from the I series offer in May 2024.

Bond i.e. a debt obligation is a fixed rate financial instrument. By purchasing Liven’s bonds, the investor grants a loan to Liven, and Liven assumes an obligation towards the investor to repay a fixed amount of the loan (at nominal value) to the bondholder at the end of the maturity period (the maturity date), together with interest.

You can read more about the bond as a financial instrument, for example, at the LHV Investment School (in Estonian).

The Financial Supervisory Authority approved the base prospectus for the bond program on May 6, 2024, under which Liven AS has the right to issue bonds worth up to 30 million euros over the next three years, including green bonds.

Each specific issuance and offering will be decided and announced separately under the program.

This green bond offering is the II series of the bond program, with a volume of 4 million euros and an annual interest rate of 9,0%

Both the I and II series bonds are bonds issue within the bond program approved by the Financial Supervisory Authority on May 6, 2024, and differ mainly in the interest rate paid on the bonds, the dates of interest payments, and the bond’s maturity date.

Both series of bonds have a four-year maturity, a nominal value of 1,000 euros, and quarterly interest payments.

Green bonds differ in the purpose for which the bond proceeds are used.

The purpose of Liven is to build great homes and living environments. We favour projects with international sustainability certifications such as LEED or BREEAM, which take a broader approach to sustainable development than just energy efficiency. Certificates are awarded to buildings that are designed, built and operated in accordance with the principles of environmental sustainability.

Based on our own activities and plans, we formulated a Green Financing Framework, which was based on the principles of the International Capital Market Association (ICMA) Green Bonds and the principles of the Lending Market Association (LMA) Green Loans. Liven’s green financing framework has also been subject to an independent second-party opinion by the international rating agency S&P Global Ratings. Both the green financing framework and the S&P Global Ratings opinion are available on our website.

In essence, green bonds mean that we can only use the capital raised to finance the projects described in the green financing framework. In particular, at least LEED Gold, or BREEAM “Very good” label, or developments that are 10% more energy efficient than energy class A requirements in Estonia. In Germany, at least developments meeting the local KfW 40 standard.

No.

We want to be flexible in the use of bond capital. Pledging real estate as collateral for the bonds would significantly limit the use of the funds for the implementation of the group’s projects. Liven’s green bonds are therefore unsecured.

Liven has an obligation to repay investors the amount invested in full (including accrued interest) at the maturity of the bonds. Liven has the right to prematurely repay the amount invested by the investors (including accrued interest) after three years from the date of issue of the bonds, by giving at least 30 days’ notice to the investors.

Liven’s I series bonds are publicly traded on the Baltic Bond List of Nasdaq Tallinn Stock Exchange and after the end of the offer period, we intend to list the bonds of II series for public trading on the Baltic Bond List of Nasdaq Tallinn Stock Exchange.

Although Liven will make every effort to list and admit the Bonds to trading, Liven cannot guarantee the listing and admission to trading of the Bonds.

We will use the proceeds from the issuance of green bonds to finance or refinance (including partially) new or existing development projects that meet the eligibility criteria set out in the Liven’s green financing framework.

The bonds will be offered to the public in Estonia only, to both retail and institutional investors. Non-publicly, Liven may also offer bonds to professional investors.

Liven withholds income tax on bond interest payments made to individuals (starting from January 2025, at a rate of 22%). However, income tax is not withheld from Estonian resident investors who have purchased bonds through an investment account, provided they submit a relevant declaration (form) to Liven at least 10 business days before the interest payment due date. In this case, Liven’s bond interest will be credited in full to the investor’s investment account, and the income tax obligation can be deferred according to the regulations of the Income Tax Act.

In connection with the previously submitted declaration to defer the income tax obligation on interest and the transmission of the necessary technical information for its implementation, we already have the required information. If the investor’s securities account and investment account details have not changed, no additional request needs to be submitted.

In addition to a bank account, a securities account is also required. In case of a legal entity, also the LEI code. You can submit a subscription order via your internet bank.

The nominal value of one bond is 1,000 euros, which is also the minimum subscription amount. There is no upper limit on the subscription amount.

The amount required for the subscription must be available in the account at the time of the subscription, which will be blocked until settlement is completed or the funds are released in accordance with the conditions set out in the prospectus.

In the event of an oversubsription, Liven may set a minimum and a maximum limit on the number of bonds to be distributed to the investor, based on the distribution principles set out in the prospectus of the bond programme, one of which is the creation of a solid and reliable investor base.

Liveni is entitled to use different allocation policies between retail and professional investor groups. The latter may include subscribers of more than 100 bonds.

Liven has the right to give preference to Estonian investors over foreign investors, Liven’s shareholders, existing debt investors, employees, clients and investors who have, to Liven’s knowledge, expressed an interest in investing in Liven in the past.

The offering period for Liven’s second series of green bonds is from March 4 to March 13, until 16:00. The results of the public bond offering and the allocation will be announced on March 17 or around that date. The first trading day is expected to be March 20 or around that date.

If one investor submits multiple subscription orders, they will be combined into one order for the purpose of determining the allocation. All investors participating in the offering may submit subscription orders only in euros.

For the I series further information was available in the English translations of the summary of the prospectus of the public offer of Liven bonds, main terms of the bonds and the final terms of the first series of the bonds. Unfortunatelly, no additional information is available for the II series.

Before making an investment decision, investors are strongly advised to read the prospectus and the summary of the prospectus and, if necessary, to consult a professional. Each investor should base his investment decision only on the information contained in the prospectus and the summary of the prospectus.

 

The information about the Series I green bond offering from the 2024 bond program can be found at the following link.

It was possible to subscribe to Liven AS green bonds via online banking:

This website contains information about the public offering of bonds of Liven AS (the Issuer). The public offer is being conducted by the Issuer and the information published on this website is based on the information and prospectus published by the Issuer. The information contained on the website constitutes an advertisement within the meaning of Regulation (EU) No 2017/1129/EU of the European Parliament and of the Council of 14 June 2017 (the Prospectus Regulation) and does not constitute an offer to sell or a solicitation of an offer to subscribe for the bonds of the Issuer. The information published on this website, with the exception of the prospectus (Estonian) published on the website, has not been approved by any supervisory authority and does not constitute a prospectus within the meaning of the Prospectus Regulation. The Issuer will conduct the offer of the bonds on the basis of the terms and conditions of the Prospectus published on the date of the announcement of the public offer of the bonds and approved by the Financial Supervision Authority. Before making an investment decision, investors are advised to read the Issuer’s prospectus and, if necessary, consult a professional. Each investor should make an investment decision to invest in the Issuer’s bonds only on the basis of the information contained in the Issuer’s Prospectus, which has been approved by the Financial Supervision Authority, in order to understand all the risks and rewards associated with the investment. The Prospectus is available on the websites of the Financial Markets Authority and the Issuer at www.fi.ee and www.liven.ee/investor respectively. The approval of the Prospectus by the Financial Supervision Authority does not constitute a recommendation of the Issuer’s bonds.

The information contained in this section of the Website is not intended for publication, distribution or transmission, in whole or in part, directly or indirectly, in the United States, Canada, Hong Kong, Japan, Singapore, South Africa or any other country or in circumstances where such publication, distribution or transmission would be unlawful or would result in the imposition of financial sanctions by competent authorities. The bonds of the Issuer are being offered to the public only in the Republic of Estonia, and no sale or offer of the bonds will be made in any jurisdiction in which such offer, invitation or sale would be unlawful, except to the extent exempted or qualified by law, or to persons subject to financial sanctions by competent authorities. Persons accessing this website who are subject to the laws and regulations of any such jurisdiction must inform themselves about, and comply with, any applicable restrictions or requirements.