SIA Saules BESS bond issue

About Saules BESS

SIA Saules BESS is a Latvia-based battery energy storage system (“BESS”) project company established to develop and operate utility-scale battery energy storage assets in Latvia. The Company forms part of the portfolio of Merito Sustainable Energy Fund I, a EUR 20 million investment fund backed by 80+ investors and managed by an AIFP regulated by the Bank of Latvia.

The Issuer has been established as an expansion platform alongside renewable energy operations under SIA Saules Energy, which has successfully developed a 71.5 MWp solar PV portfolio in Latvia. The Group’s current development pipeline consists of a fully ready-to-build 120 MWh BESS project, for which all material permits have been secured and construction activities have commenced, with the first 70 MWh already delivered to Latvia in May 2026 and the full 120 MWh project expected to become operational across all targeted electricity markets by December 2026.

The Group intends to generate revenues from participation in wholesale electricity and balancing markets through cooperation with specialized third-party electricity trading and optimization partners active across the Baltic and Nordic regions.

Additional information: https://signetbank.com/wp-content/uploads/2026/06/Saules-BESS-Teaser-EN.pdf

Presentation: https://signetbank.com/wp-content/uploads/2026/06/Saules_BESS_Secured_bonds_Investor-Presentation-June-2026.pdf

Term Sheet

Issuer

SIA Saules BESS (Latvia)

Security type

Senior Secured bonds

Offering size

EUR 22,000,000

Coupon rate, frequency

9.0% + 3M EURIBOR, paid quarterly

Maturity

3.5 years (31.12.2029)

Offer type

Private placement with minimum subscription of EUR 100,000

Collateral

-1st ranking commercial pledge on assets and shares of Saules BESS SIA
-1st ranking commercial pledge on shares of Saules Energy SIA
Corporate guarantee from Saules Energy SIA

Subordination

-Subordination of Merito Sustainable Energy FUND I AIF loans to Saules Energy SIA
-Subordination of Merito Sustainable Energy FUND I AIF loans to SES Subsidiaries
Subordination of Saules Energy SIA loans to Saules BESS SIA

Amortisation schedule

Year 1 – EUR 1,000,000
Year 2 – EUR 3,000,000
Year 3 – EUR 3,000,000
Year 3.5 – (Bullet – remaining principal)

Nominal value

EUR 1,000

Call Option

During the 1st year – @103%
After the 1st year – @102%
After the 2nd year – @101%
6 months before maturity – @100%

Put Option

-Change of Control
-Listing failure
-De-listing Event @101%

Listing

Nasdaq Riga First North Market within 6 months after the Issue Date

Use of proceeds

Financing of CAPEX projects (120 MWh BESS projects) and EUR 13 million loan refinancing

Financial covenants*

-Adj. equity / Assets: starting from Q1 2028 min 30%
-Interest Coverage Ratio: starting from Q1 2028 min 1.5x
-Net debt / EBITDA: starting from Q1 2028 max 4.0x

Arranger

Signet Bank (Latvia)

Legal Counsel

Sorainen ZAB SIA (Latvia)

Collateral Agent & Trustee

Eversheds Sutherland Bitāns ZAB SIA (Latvia)

*Full list of undertakings in the Offering Memorandum

Where to invest?