Dokumendiregister | Rahandusministeerium |
Viit | 187 |
Registreeritud | 05.11.2020 |
Sünkroonitud | 10.04.2024 |
Liik | Ministri põhitegevuse käskkiri |
Funktsioon | 1.1 ÜLDJUHTIMINE JA ÕIGUSALANE TEENINDAMINE (RAM, JOK) |
Sari | 1.1-4 Ministri käskkirjad (Arhiiviväärtuslik) |
Toimik | 1.1-4/2020 |
Juurdepääsupiirang | Avalik |
Juurdepääsupiirang | |
Adressaat | |
Saabumis/saatmisviis | |
Vastutaja | Aive Zirk (Rahandusministeerium, Kantsleri vastutusvaldkond, Finantspoliitika ja välissuhted, Riigikassa osakond) |
Originaal | Ava uues aknas |
MINISTRI KÄSKKIRI
Rahandusministri 15. märtsi 2019. a käskkirja nr 45
„Eesti riigi lühiajaliste võlakirjade raamistiku
kinnitamine“ muutmine
Riigieelarve seaduse § 70 lõigete 2 ja 3 ning Vabariigi Valitsuse 22. detsembri 2011. a määruse nr
177 “Rahandusministeeriumi põhimäärus” § 9 punktide 3 ja 4 alusel, arvestades Vabariigi Valitsuse
21. märtsi 2014. a määruse nr 44 “Riigi rahavoo juhtimise ja stabiliseerimisreservi haldamise
põhimõtted” § 4 lõike 1 punkti 4:
muuta rahandusministri 15. märtsi 2019. a käskkirja nr 45 „Eesti riigi lühiajaliste võlakirjade
raamistiku kinnitamine“ (muudetud rahandusministri 13. märtsi 2020. a käskkirjaga nr 48 ja 19.
märtsi 2020. a käskkirjaga nr 51) lisa Estonian Treasury Bill Programme, Information Memorandum
ning kehtestada see uues sõnastuses (lisatud).
(allkirjastatud digitaalselt)
Martin Helme
rahandusminister
Lisa: Estonian Treasury Bill Programme, Information Memorandum
05.11.2020
nr 187
1
KINNITATUD
05.11.2020 käskkirjaga nr 187
Lisa
Republic of Estonia
ESTONIAN TREASURY BILL PROGRAMME
Information Memorandum
Arranger
Ministry of Finance of the Republic of Estonia
Issuing Agent
Ministry of Finance of the Republic of Estonia
Paying Agent
Nasdaq CSD SE Estonian branch
Ministry of Finance of the Republic of Estonia
Banks appointed by the Ministry of Finance of the Republic of Estonia
as Dealers
The Treasury Bills of the Republic of Estonia (“ETBs”) have not been and will not be
registered under the US Securities Act of 1933, as amended (the Securities Act), and, subject
to certain exceptions, the ETBs may not be offered or sold within the United States.
2
This Information Memorandum replaces in its entirety the Information Memorandum dated
March 19, 2020.
This information memorandum, dated November 5, 2020 and as may be supplemented or replaced
with a later information memorandum from time to time (the “Information Memorandum”) relates
to the issuance by the Republic of Estonia acting through the Ministry of Finance of the Republic of
Estonia of the treasury bills of the Republic of Estonia (“ETBs”).
The purpose of this Information Memorandum is to give preliminary information in relation to the
ETBs to be issued from time to time under the treasury bill programme of the Republic of Estonia
(the “Programme”).
Potential purchasers should determine for themselves the relevance of the information contained in
this Information Memorandum, and their interest in the purchase of any ETBs should be based upon
such investigation as they themselves deem necessary.
The Information Memorandum does not, and is not intended to, constitute an offer or invitation by or
on behalf of the Republic of Estonia or the Dealers (as defined below) or to any other person to
subscribe and purchase the ETBs. Offering of ETBs or any rights in respect of ETBs may be restricted
by law in certain jurisdictions. Investors shall be obliged to observe any such restrictions by
themselves and the Issuer and the Dealers have no responsibility in this respect.
This Information Memorandum does not constitute and may not be used for the purpose of an offer,
invitation or solicitation by anyone in any jurisdiction or in any circumstances in which such offer,
invitation or solicitation is not authorised or to any person to whom it is unlawful to make such offer,
Invitation or solicitation. The distribution of this Information Memorandum and the offering for sale
of the ETBs in certain jurisdictions may be restricted by law. Any persons into whose possession this
Information Memorandum comes are required by the Issuer and the Dealers to inform themselves of,
and to observe, any such restrictions. In particular, such persons are required to comply with the
restrictions on offers or sales of ETBs and with the restrictions on distribution of this Information
Memorandum and other information in relation to the ETBs set out under Selling Restrictions below.
No application will be made at any time to list the ETBs on any stock exchange.
ETBs have not been and will not be registered under the United States Securities Act of 1933, as
amended. Subject to certain exceptions, ETBs may not be offered or sold within the United States.
This Information Memorandum does not comprise a prospectus for the purposes of applicable law,
including the Estonian Securities Market Act or Regulation (EU) 2017/1129 of the European
Parliament and the Council (the “Prospectus Regulation”) as may be applicable and amended from
time to time.
Prospective purchasers of ETBs are advised to consult their own legal and/or tax advisers as to
Estonian and other tax consequences of the purchase, ownership and disposal of ETBs.
3
ETBs will be offered and sold under prevailing market conditions and are subject to any applicable
selling restrictions. Each prospective investor is advised to consult legal advisers as to whether
it/he/she is allowed to acquire ETBs.
4
CONTENTS
PROGRAMME SUMMARY 5
GENERAL PROVISIONS 6
ISSUANCE 6
REDEMPTION 7
PAYING AGENT 7
FORCE MAJEURE 8
TAXATION 8
NOTICES 10
GOVERNING LAW AND JURISDICTION 10
SELLING RESTRICTIONS 10
5
PROGRAMME SUMMARY
Issuer Republic of Estonia acting through the Ministry of Finance
Dealers
Ministry of Finance of the Republic of Estonia and banks
included by the Ministry of Finance in the list of recognised
dealers set out at the website of the Ministry of Finance
Issuing Agent Ministry of Finance of the Republic of Estonia
Paying Agent Nasdaq CSD SE Estonian branch
Programme size and currency EUR 2,500,000,000
Tenor Between 1 and 364 days
Minimum denomination EUR 100,000, and in multiples of EUR 100,000
Yield basis ETBs will be issued as zero-coupon notes
Form ETBs will be issued in dematerialised form and will be
registered as book entry securities in the Estonian Register of
Securities (Eesti väärtpaberite register)
Delivery ETBs will be delivered to securities accounts opened with the
Estonian Register of Securities
Selling restrictions Offers and sales of the ETBs will be subject to certain
restrictions set out below
Governing law
ETBs and any relations regarding ETBs will be governed by
Estonian law
Register The Estonian Register of Securities (Eesti väärtpaberite
register), administered by Nasdaq CSD SE Estonian branch
pursuant to the Estonian Securities Register Maintenance Act
(Väärtpaberite registri pidamise seadus)
6
GENERAL PROVISIONS
(a) ETBs are issued by the Republic of Estonia acting through the Ministry of Finance of the
Republic of Estonia. ETBs are issued by the Ministry of Finance on behalf of and in the name
of the Republic of Estonia pursuant to the authority granted by the State Budget Act
(riigieelarve seadus).
(b) Obligations under the ETBs are direct, unconditional, unsecured and general obligations of the
Issuer. Obligations under the ETBs rank pari passu without any preference among themselves
and with all other unsecured present and future obligations of the Issuer.
(c) ETBs issued have a maximum term of 364 days. ETBs will be issued in euros with a nominal
value of EUR 100,000 or multiples thereof.
(d) ETBs are issued at a discount to nominal value (or at a premium or at par value) and redeemed
at nominal value, with no payment of interest by the Issuer.
(e) Each ETB will be identified by an ISIN code. Issues of ETBs having the same maturity date
may be given the same ISIN code and treated by the Issuer as a single issue of ETBs.
(f) The terms of each issue of ETBs will be expressed in the summary of final terms published at
the website of the Ministry of Finance after the issuance (“Final Terms”). A copy of the Final
Terms is also provided to each of the Dealers that participated in the relevant tender and to the
Register.
(g) The Issuer has a right, subject to any conditions of sale agreed with the seller, to purchase or
otherwise acquire ETBs and, at the option of the Issuer, such ETBs may be held to maturity by
the Issuer or cancelled without notice or resold.
(h) Neither this Information Memorandum nor any ETB is or will be registered with the Estonian
Financial Supervisory Authority (Finantsinspektsioon) and issuances of ETBs are not public
offerings of securities for the purposes of the Estonian Securities Market Act or the Prospectus
Regulation. It is not anticipated that ETBs will be listed on any stock exchange.
(i) ETBs are issued in dematerialised form and registered in book entry form in the Register.
ISSUANCE
(a) The maximum balance of outstanding ETBs is EUR 2,500,000,000.
(b) The Issuer offers ETBs (and issuance is limited) to recognised Dealers. The list of recognised
Dealers is reviewed from time to time by the Issuer. The list is published at the website of the
Ministry of Finance. The Ministry of Finance of the Republic of Estonia may act as a Dealer of
ETBs.
(c) The procedures for primary offering of ETBs will be determined by agreement between the
Issuer and the Dealers.
7
(d) Issue price of ETBs is calculated according to the following formula:
present value = nominal value
1 + (i/360) x n
Where:
i = interest rate (in percentage)
n = number of days from the settlement date until the maturity date
(e) Settlement for the allocated ETBs will take place on the second business day in Tallinn
following the trade date (T+2) on a delivery versus payment basis, unless otherwise set out in
the invitation to Dealers.
REDEMPTION
(a) As a redemption payment, the Issuer will pay the nominal value of ETBs on the date specified
as the redemption date in the Final Terms in connection with the relevant issue of ETBs
(“Redemption Date”).
(b) Redemption payments will be made to persons who are registered as owners of relevant ETBs
according to the Register as at the record date in the Final Terms (“Investors”). ETBs will be
considered duly redeemed after the Paying Agent has executed a transfer of the redemption
payments to the Investors on the Redemption Date.
(c) All payments to Investors in respect of ETBs on behalf of the Issuer will be made by the Paying
Agent.
(d) All payments to be made by the Issuer in connection with ETBs shall be calculated and paid
without netting or any other deductions or withholdings, except when such netting, deduction
or withholding is prescribed by applicable legal acts of the Republic of Estonia. In the event of
any netting or deduction or withholding being made, the Issuer will not gross up any amount
on the relevant payment.
(e) In the event that any Redemption Date specified for any issue of ETBs in the Final Terms is not
(i) a business day in Tallinn or (ii) a day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET2) System is operating, the relevant payment will
be made on the next succeeding day that is a business day in Tallinn or a day on which the
TARGET2 System is operating, without any interest or other sum being payable in respect of
the delay in payment.
PAYING AGENT
The Issuer is entitled at any time to vary or terminate the appointment of a Paying Agent and/or
appoint additional or other Paying Agents, provided that there will at all times be at least one
Paying Agent, and that may also be the Ministry of Finance of the Republic of Estonia.
8
FORCE MAJEURE
(a) Neither the Issuer nor the Paying Agent will take responsibility for any damage caused by delay
in any payment on ETBs which has been caused by:
a) actions of another authority, war or threat of war, revolt or civil unrest;
b) a disturbance in postal, telephone or computer services, electronic communication or electric
power supply that affects essentially the operation of the Ministry of Finance or the Paying
Agent;
c) an interruption of the operation or action of the Ministry of Finance or the Paying Agent or delay
caused by fire or any other contingency event;
d) a labour dispute, strike, blockade, boycott, lockout or any other comparable action that affects
essentially the operation of the Ministry of Finance or the Paying Agent; or
e) another comparable force majeure situation that unreasonably hampers the operation of the
Ministry of Finance or the Paying Agent.
TAXATION
(a) The following is a general description of certain tax considerations relating to ETBs. It does not
purport to be a complete analysis of all tax considerations relating to ETBs. Prospective
purchasers of ETBs should consult their own tax advisers as to which countries' tax laws could
be relevant to acquiring, holding, redeeming and disposing of ETBs and receiving payments
under ETBs and the consequences of such actions under the tax laws of those countries. This
summary is based upon the law as in effect on the date of this Programme and is subject to any
change in law that may take effect after such date.
Taxation of interest in Estonia
Estonian Resident ETB holders
(b) Under Article 17(1) of the Estonian Income Tax Act (the "ITA"), income tax at the rate of 20
per cent. is charged on all interest received by natural persons who are resident in Estonia. The
difference between the issue price and the redemption price of a debt instrument (including
ETB-s) is also considered and taxed as interest in Estonia.
(c) Income tax payable in respect of interest payments to be made to Estonian residents under ETBs
is to be withheld by the Issuer. The Issuer will not withhold income tax if the Estonian resident
ETB holder, who is a natural person, has notified the Issuer that the interest was received on
financial assets acquired for money held in an investment account.
(d) Interest income earned by resident legal entities is not subject to income tax. Such income is
included in their profits and taxed upon distribution of profit pursuant to the respective
procedures.
9
Non-resident ETB holders
(e) The Issuer does not withhold any income tax on interest payments from ETBs made to non-
residents (i.e. non-resident legal persons who do not have a registered permanent establishment
in Estonia, and/or natural persons).
(f) The income earned by non-resident ETB holders is not subject to taxation in Estonia but may
be subject to taxation in their country of residence.
Taxation of capital gains in Estonia
Estonian Resident ETB holders
(g) The income earned by resident individuals from the sale or exchange of ETBs is taxed as profit
from the transfer of property which is subject to income tax at the rate of 20 per cent. An ETB
holder has to declare the income and pay the income tax.
(h) Pursuant to Article 37(1) of the ITA, a resident individual has the right to deduct certified
expenses directly related to the sale of ETBs from the resident's gain or to add such expenses
to the resident's loss. The gain or loss derived from the transfer of ETBs is the difference
between the acquisition cost and the sale price of the ETBs.
(i) Individual ETB holders may postpone the taxation of their income derived from the sale or
exchange of ETBs, by using an investment account for the purposes of making transactions
with ETBs and depositing the proceeds from the transfer of ETBs in the investment account.
The moment of taxation of the financial income held on an investment account is postponed
until such income is withdrawn from the investment account (i.e. the amount withdrawn from
the account exceeds the amount which had been previously paid in to the account).
(j) Income earned by resident legal entities from the sale of ETBs is not subject to income tax.
Such income is included in their profits and taxed upon distribution of profits pursuant to
relevant procedures.
Non-resident Noteholders
(k) Income earned from the sale or exchange of ETBs is not subject to income tax in Estonia by
non-resident ETB holders (i.e. non-resident legal persons who do not have a registered
permanent establishment in Estonia, and/or natural persons).
(l) The income earned by non-resident ETB holders may be subject to taxation in their country of
residence.
10
NOTICES
All notices and documents addressed to the Issuer should be submitted in written format, using
the following official contact information of the Issuer:
Attn: State Treasury
Ministry of Finance of the Republic of Estonia
Suur-Ameerika 1, Tallinn 10122
Estonia
GOVERNING LAW AND JURISDICTION
(a) ETBs and any rights or obligations arising from ETBs are governed by Estonian law.
(b) All disputes arising from ETBs that cannot be resolved amicably will be resolved in the Harju
County Court (Harju Maakohus) as the court of first instance.
SELLING RESTRICTIONS
(a) General
This Information Memorandum and issuing of ETBs by the Ministry of Finance is not intended to be
a public offering of securities in Estonia or in any other jurisdiction.
All applicable laws and regulations must be observed in any jurisdiction in which ETBs may be
offered, sold or delivered. No person may directly or indirectly offer, sell, resell, re-offer or deliver
ETBs or distribute this Information Memorandum or any other circular, advertisement or other
offering material in any country or jurisdiction except under circumstances that will result, to the best
of its knowledge and belief, in compliance with all applicable laws and regulations.
Each purchaser of ETBs must comply with all applicable laws and regulations in force in any
jurisdiction in which it purchases, offers or re-sells ETBs or possesses or distributes this Information
Memorandum or any Final Terms or any part of such document and must obtain any consent, approval
or permission required from it for the purchase, offer or re-sale of ETBs under the laws and
regulations in force in any jurisdiction to which it is subject or in which it makes such purchase, offer
or sale and neither the Issuer nor any Dealer shall have any responsibility therefor.
Each Dealer must comply with all applicable laws and regulations in force in any jurisdiction in which
it offers or sells ETBs or possesses or distributes this Information Memorandum or any Final Terms
or any part of such document and must obtain any consent, approval or permission required by it for
the offer or sale of ETBs under the laws and regulations in force in any jurisdiction to which it is
subject or in which it makes such offer or sale and the Issuer shall not have any responsibility therefor.
Some of the Dealers who participate in the securities distribution may engage in other transactions
with, or perform other services for, the Issuer in the ordinary course of business, for which they have
received or will continue to receive customary compensation.
11
These selling restrictions may be modified by the agreement of the Issuer and the relevant Dealer
following a change in the relevant law, regulation or directive. Any such modification will be set out
in the applicable supplement to this Information Memorandum. This summary is for guidance only.
(b) Estonia
Offering of ETBs has not been and will not be registered or otherwise authorised under the Estonian
Securities Market Act or the Prospectus Regulation, as amended, as a public offering of securities,
and no offer of any ETBs in Estonia shall constitute a public offering of securities pursuant to
applicable Estonian or European Union law.
This Information Memorandum has not been prepared to comply with the standards and requirements
applicable to offering prospectus pursuant to the Estonian Securities Market Act and the Prospectus
Regulation, as may be applicable and amended from time to time, or the relevant implementing
legislation.
The ETBs cannot be offered, sold, advertised, distributed or marketed in Estonia by means of any
document or to any persons other than pursuant to an exemption available under the Estonian
Securities Market Act and the Prospectus Regulation and in accordance with any and all applicable
laws.
No action has been taken or will be taken to authorise an offering of the ETBs as a public offering of
securities in Estonia and the distribution of this Information Memorandum has not been approved or
authorised by the Estonian Financial Supervision Authority. This Information Memorandum may not
include all the information that is required to be included in a prospectus in connection with an
offering of securities to the public.
(c) United Kingdom
Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the
Programme will be required to represent and agree, that:
(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of its business and it has
not offered or sold and will not offer or sell the ETBs other than to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of investments (as
principal or as agent) for the purposes of their businesses or who it is reasonable to expect
will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes
of their businesses where the issue of the ETBs would otherwise constitute a contravention
of Section 19 of the Financial Services and Markets Act 2000 (“FSMA”) by the Issuer;
(ii) it has only communicated or caused to be communicated and will only communicate or
cause to be communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) received by it in connection with the issue
or sale of any ETBs in circumstances in which section 21(1) of the FSMA does not apply to
the Issuer; and
12
(iii) it has complied and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to any ETBs in, from or otherwise involving the United
Kingdom.
(d) United States of America
The ETBs have not been and will not be registered under the US Securities Act of 1933, as amended
(the “Securities Act”), and, subject to certain exceptions, the ETBs may not be offered or sold within
the United States or to, or for the account or benefit of, U.S. persons. Accordingly, each Dealer has
represented and agreed and any further Dealer appointed under the Programme will be required to
represent and agree to the Issuer that neither it, its affiliates nor any persons acting on its or their
behalf have engaged or will engage in any directed selling efforts with respect to the ETBs, and that
it and they have complied and will comply with the offering restrictions requirement of Regulation S
under the Securities Act.
Nimi | K.p. | Δ | Viit | Tüüp | Org | Osapooled |
---|---|---|---|---|---|---|
Eesti riigi lühiajaliste võlakirjade raamistiku põhjal antud volituste muutmine | 09.04.2024 | 1 | 49 | Ministri põhitegevuse käskkiri | ram | |
Leping | 20.11.2020 | 1237 | 7-1.2/472-1 | Leping | ram | |
Dealer Agreement. Accession Deed | 08.10.2020 | 1280 | 7-1.2/421-1 | Sissetulev kiri | ram | Nordea Bank Abp |
Dealer Agreement. Accession Deed | 13.07.2020 | 1367 | 7-1.2/361-1 | Sissetulev kiri | ram | OP Corporate Bank plc |
Dealer Agreement. Accession Deed | 13.07.2020 | 1367 | 7-1.2/362-1 | Sissetulev kiri | ram | Erste Group Bank AG |
Rahandusministri 15. märtsi 2019. a käskkirja nr 45 „Eesti riigi lühiajaliste võlakirjade raamistiku kinnitamine“ muutmine | 19.03.2020 | 1483 | 51 | Ministri põhitegevuse käskkiri | ram | |
Rahandusministri 15. märtsi 2019. a käskkirja nr 45 „Eesti riigi lühiajaliste võlakirjade raamistiku kinnitamine“ muutmine | 13.03.2020 | 1489 | 48 | Ministri põhitegevuse käskkiri | ram | |
Taotlus | 08.05.2019 | 1799 | 7-1.2/265-1 🔒 | Väljaminev kiri | ram | Nasdaq |
Dealer agreement | 18.04.2019 | 1819 | 7-1.2/244-1 | Leping | ram | |
Eesti riigi lühiajaliste võlakirjade raamistiku kinnitamine | 15.03.2019 | 1853 | 1.1-4/45 | Ministri põhitegevuse käskkiri | ram |