ESTO Holdings OU bond issue

ESTO Holdings OU is a leading payments technology company founded in 2017, specializing in innovative shopping solutions for e-commerce merchants in the Baltic region. Initially established in Estonia, ESTO has expanded to Latvia and Lithuania, operating with a team of 77 employees and serving over 617,000 active users. The company facilitates real-time payments between clients and merchants while offering flexible payment options. ESTO’s competitive advantage lies in its advanced technology, which enables lower customer acquisition costs and superior underwriting performance compared to traditional banks, along with efficient decision-making that maintains the quality of its loan portfolio.

Additional information:

https://esto.eu/investor-relations

https://signetbank.com/wp-content/uploads/2024/10/ESTO-Bonds-teaser-ENG.pdf

Term Sheet

Issuer

ESTO Holdings OU (Estonia)

Sector

Non-bank lending

Issue

Secured and Guaranteed bonds

Issue size

Up to EUR 15,000,000

Coupon rate and frequency

12.00%, paid quarterly, E 30/360

Term / Maturity

2 years, bullet

Security

Pledge of loan receivables in Estonia, Latvia and Lithuania with 120% coverage of outstanding bonds

Guarantees

• Corporate guarantees by all Material Subsidiaries
• Pledge over any current and future material intragroup loans made by the issuer to Material Subsidiaries

Call Option

@101% – Year 1
@100% – Year 2

Put Option

@101% in case of Change of Control

Nominal

EUR 1,000

Minimum subscription

EUR 100,000 (one hundred thousand euro) with the next step of EUR 1,000 (one thousand euro)

Financial Covenants

• Minimum Interest Coverage Ratio of 1.25x
• Minimum Capitalization Ratio of 20%
• Pledged loan receivables / outstanding Notes at least 1.2x

Placement type

Private placement with EUR 100,000 minimum subscription

Listing

Not planned

Lead Manager

Signet Bank AS (Latvia)

Legal Advisor

Eversheds Sutherland Ots (Estonia)

Collateral Agent

TRINITI Estonia