Market News

Details of Series 1 of Bond Issuance Programme

Market News

cyber

October 6, 2025

6 October, 2025

7 min read

6 October, 2025

7 min read

Following last week's article detailing the performance of the S&P 500 index in 2025, it is worth devoting time to review the developments across the European equity markers in my last article of the year.

On 4 October 2025, SD Finance plc published a Base Prospectus and Final Terms following regulatory approval for the admissibility to listing on the Official List of the Malta Stock Exchange of an Unsecured Bond Issuance Programme of up to €60 million. Series 1 consists of the issuance of up to €33 million 5.2% unsecured bonds maturing in 2031. The salient details of Series 1 of the Bond Issuance Programme are as follows:

Coupon:

5.20%

Amount Offered:

€33 million

Issue Price:

100% (par)

Interest Payment Date:

Annually on 15 February (with the first interest payment date being 15 February 2026)

Maturity Date:

15 February 2031

Use of Proceeds:

The aggregate proceeds from the bond issue will be used by the Group as follows:

€7.0 million to pay-off an inter-company loan used to fully acquire the Xemxija Bay Hotel.
€20.0 million to go towards the repayment of an existing inter-company loan relating to the development of the db City Centre in St George’s Bay.
€5.4 million for general corporate financing purposes

Status & Ranking:

The bonds will constitute the general, direct, unsecured, and unconditional obligations of the Issuer. The unsecured bonds will be guaranteed in respect of both the principal amount and interest due thereon by the Guarantor. The Guarantor’s obligations under the Guarantee shall rank pari passu with all its other unsecured and unsubordinated obligations. However, any secured or privileged debts of the Issuer shall always rank ahead of the obligations of the Issuer under the Bonds. Furthermore, third-party security interests may be registered which will rank in priority to the Bonds against the assets of the Issuer for so long as such security interests remain in effect.

Plan of Distribution:

The bonds will be allocated according to the following order of preference:

The entire €33 million in nominal value of the bonds has been reserved without preference or priority for the holders of the €65 million 4.35% unsecured bonds 2027 as at 30 September 2025, as well as directors, employees and shareholders of any company forming part of the db Group. Application for the bonds will need to be submitted through a Preferred Applicant Form.
Any remaining balance of bonds not subscribed to by Preferred Applicants will be made available to Authorised Financial Intermediaries through an Intermediaries’ Offer.

Offer Period:

From 7 October 2025 to 24 October 2025 at 12:00 hrs (or earlier in case of oversubscription)

Minimum Subscription Amount:

€2,000 (nominal) and in multiples of €100 thereafter.

Listing:

Official List of the Malta Stock Exchange

Download:

Base Prospectus dated 3 October 2025

Final Terms dated 3 October 2025

Fact sheet dated 6 October 2025

Disclaimer:

This webpage has been prepared based on the Prospectus dated 3 October 2025 issued by SD Finance plc and no representations or guarantees are made by Rizzo, Farrugia & Co. (Stockbrokers) Ltd with respect to the accuracy of the data. This webpage is for information purposes only. It is NOT intended to be and should NOT be construed as an offer or solicitation to acquire or dispose of any of the securities or issues mentioned herein. Rizzo, Farrugia & Co. (Stockbrokers) Ltd accepts NO responsibility or liability whatsoever for any expense, loss or damages arising out of, or in any way connected with, the use of all or any part of this webpage.

Investors wishing to acquire the Bond should read the Prospectus before making any investment decision in order to fully understand the potential risks and rewards associated with an investment in the Bonds. A copy of the Prospectus is available on Rizzo, Farrugia & Co. (Stockbrokers) Limited’s website. Prospective investors are urged to consult their financial advisers as to the suitability or otherwise of acquiring such Bonds. The value of the investment and the income therefrom may go down as well as up and investors may lose some or all of the money invested.

This advertisement has been issued by Rizzo, Farrugia & Co. (Stockbrokers) Limited, a company licensed to undertake investment services in Malta by the MFSA under the Investment Services Act, Cap. 37

The article contains public information only and is published solely for informational purposes. It should not be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. No representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets or developments referred to in this article. Rizzo, Farrugia & Co. (Stockbrokers) Ltd (“Rizzo Farrugia”) is under no obligation to update or keep current the information contained herein. Since the buying and selling of securities by any person is dependent on that person’s financial situation and an assessment of the suitability and appropriateness of the proposed transaction, no person should act upon any recommendation in this article without first obtaining investment advice. Rizzo Farrugia, its directors, the author of this article, other employees or clients may have or have had interests in the securities referred to herein and may at any time make purchases and/or sales in them as principal or agent. Furthermore, Rizzo Farrugia may have or have had a relationship with or may provide or has provided other services of a corporate nature to companies herein mentioned. Stock markets are volatile and subject to fluctuations which cannot be reasonably foreseen. Past performance is not necessarily indicative of future results. Foreign currency rates of exchange may adversely affect the value, price or income of any security mentioned in this article. Neither Rizzo Farrugia, nor any of its directors or employees accepts any liability for any loss or damage arising out of the use of all or any part of this article. Additional information can be made available upon request from Rizzo, Farrugia & Co. (Stockbrokers) Ltd., Airways House, Fourth Floor, High Street, Sliema SLM 1551. Telephone: +356 2258 3000; Email: info@rizzofarrugia.com; Website: www.rizzofarrugia.com © 2021 Rizzo, Farrugia & Co. (Stockbrokers) Ltd. All rights reserved. This article may not be reproduced or redistributed, in whole or in part, without the written permission of Rizzo Farrugia. Moreover, Rizzo Farrugia accepts no liability whatsoever for the actions of third parties in this respect.

This article was produced by Edward Rizzo, Director at Rizzo Farrugia, which is a company licensed to undertake investment services in Malta by the MFSA under the Investment Services Act, Cap. 370 of the Laws of Malta and a member of the Malta Stock Exchange. The company’s registered address is at Airways House, Fourth Floor, High Street, Sliema SLM 1551, Malta.