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PA-1/25 BOSQAR d.d. Announcement of the envisaged Sustainability-Linked Bond Issuance BOSQAR d.d., a joint stock company based in Zagreb (»BOSQAR«, »Issuer«), Croatia, plans to issue a sustainability-linked bond (SLB) (MRUL-O-326A, ISIN HRMRULO326A2), with a total nominal value of up to EUR 110 million and a maturity of seven years.
Following a decision on 28 May 2025, the Croatian Financial Services Supervisory Agency (HANFA) has approved the simplified prospectus (»prospectus«) for the public offering and intended listing of the bond on the regulated market of Zagreb Stock Exchange. The prospectus, prepared in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council, was published on 29 May 2025 and is available on BOSQAR’s official website. Slovenian regulator (ATVP) has confirmed the passporting of the prospectus, enabling the bond to be offered to professional investors in Slovenia under equivalent terms.
The Issuer intends to use the net proceeds from the issuance to refinance the Issuer’s existing bonds (up to EUR 40 million, code MRUL-O-277E, ISIN HRMRULO277E9, maturing 29 July 2027), with the remaining funds supporting the acquisition of new subsidiaries in its strategic sectors, as well as financing its regular operations.
Nova Ljubljanska banka d.d., Ljubljana (NLB d.d.) has been appointed as the Lead bookrunner for the territory of the Republic of Slovenia. Erste&Steiermärkische Bank d.d. is acting as the Lead Manager and the Lead Bookrunner for the overall transaction.
Offering terms:
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Issuer |
BOSQAR d.d. |
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Country of the Offer |
Republic of Croatia, Republic of Slovenia |
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Type of Security |
Non-subordinated and unsecured Sustainability-Linked bond |
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Target Market |
Qualified investors |
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Repayment and Maturity |
Bullet after 7 years |
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Targeted Nominal Amount of the Issue |
Up to EUR 110,000,000.00 |
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Denomination |
EUR 1.00 |
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Interest rate |
Fixed, semi-annual coupon interest payment |
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Risk Premium |
To be published in the Public invitation for subscription |
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Sustainability Performance Target |
Reduction of absolute Scope 1 FLAG greenhouse gas emissions by 36.40% to 44.741 tCOe by 31 December 2031, compared to the baseline year 2022 |
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Penalty in case of Occurrence of a Reason for the Payment of Penalty |
If a Reason for the Payment of Penalty (as defined in Clause 5.4.11.7 of the Prospectus) occurs, the Issuer shall be obliged to pay the Bondholders a one-time fee in the amount of 0.35% of the aggregate nominal amount of issued but unredeemed Bonds (excluding Bonds held by the Issuer or other members of the Group) |
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Exchange of the Outstanding Bonds HRMRULO277E9 |
Yes, terms to be published in the Public invitation for subscription |
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Lead Manager and Lead Bookrunner |
Erste&Steiermärkische Bank d.d. |
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Bookrunner for Subscription in Slovenia |
NLB d.d. |
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Co-Lead Managers |
Privredna banka Zagreb d.d., Zagrebačka banka d.d. |
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Listing |
Official market of the Zagreb Stock Exchange |
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Clearing and Settlement |
Central Depository and Clearing Company d.d. ("CDCC") |
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Governing Law |
Law of Republic of Croatia and the acquis of the European Union |
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Reference Document |
Simplified Prospectus available on the website of the Issuer |
Management Board
Date: 30.05.2025 |
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