United Terra Enterprises PLC Announces Mandate for Senior Notes

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United Terra Enterprises PLC Announces Mandate for Senior Notes

Schaan Liechtenstein, July 23, 2025.  United Terra Enterprises PLC (“UTP”) announced today that it has engaged Abalone Capital Ltd and Countryserv International Inc. as Co-Dealers and Lead Managers for up to USD 150 million aggregate principal amount of senior notes due 2030 (“Notes”), in a private offering that is exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”).  The Notes are expected to be issued at an issue price of 100%. The sale of the Notes begins today and is expected to close on July 31, 2025, subject to customary closing conditions. The roadshow has commenced and the Company is holding meetings with investors.

The Notes will be senior unsecured obligations of UTP and will be guaranteed, jointly and severally, by certain of UTP’s direct and indirect subsidiaries and, on a limited basis, by certain of the Issuer’s major shareholders.  Interest on the notes will be payable semi-annually on July 30 and January 30 of each year, beginning on January 30, 2026.

Proceeds from the Notes will be utilized to repay existing indebtedness and for general purposes and (depending on the amount of the proceeds) to advance UTP’s business in both conventional oil production and  the renewable energy sector in Europe.

The Notes are expected to be issued outside the United States to persons that are not U.S. persons as defined in Regulation S of the Securities Act of 1933 (the “Securities Act”),  In addition, the Notes may not be offered, sold, delivered, or otherwise made available to any investor in any Member State of the European Economic Area that does not qualify as a qualified investor within the meaning of Art. 2 (e) Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (“Prospectus Regulation”) except pursuant to an exemption from a requirement to publish a prospectus under the Prospectus Regulation.

The Custodian for the Notes will be DTCC. An application will be made for acceptance by Euroclear Bank and Clearstream Banking.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the securities laws of any other jurisdiction.

The Notes are not rated by any rating agency.

UTP is undertaking no obligation to list the Notes on an exchange, but plans to list the Notes on the Luxembourg Stock Exchange after placement.  

Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other U.S. or non-U.S. securities authority, has approved or disapproved the Notes or passed upon or endorsed the merits of the offering of the Notes or the accuracy or adequacy of the offering memorandum.  The offering memorandum has not been approved by any authority in its capacity as competent authority under the Prospectus Regulation or any other regulation.

For additional information, please contact Peter Krempin either via email info@unitedterra.enterprises or by telephone at +423 236 40 10.

About United Terra Enterprises PLC

United Terra Enterprises is an international energy company engaged in the upstream oil and gas sector and the transition to renewable energy. The company is focused on establishing a responsible balance between conventional energy sources and the protection of the environment.

https://unitedterra.enterprises

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, about UTP and UTP’s industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release, including statements regarding the expected closing of the offering of the Notes and  the anticipated use of the net proceeds from the offering of the Notes, and effects thereof, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “going to,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. UTP cautions you that the foregoing may not include all of the forward-looking statements made in this press release.

You should not rely on forward-looking statements as predictions of future events. UTP has based the forward-looking statements contained in this press release primarily on its current expectations and projections about future events and trends, including its financial outlook, macroeconomic uncertainty, and geo-political conflicts, that it believes may continue to affect UTP’s business, financial condition, results of operations, and prospects. These forward-looking statements are subject to risks and uncertainties related to: UTP’s financial performance; the ability to attain and sustain profitability; the ability to generate and sustain positive cash flow; the ability to attract and retain users, partners, and advertisers; competition and new market entrants; managing UTP’s growth and future expenses; compliance with new laws, regulations, and executive actions; the ability to maintain, protect, and enhance ’s intellectual property; the ability to succeed in existing and new market segments; the ability to attract and retain qualified team members and key personnel; the ability to repay or refinance outstanding debt, or to access additional financing; future acquisitions, divestitures, or investments; and the potential adverse impact of climate change, natural disasters, health epidemics, macroeconomic conditions, and war or other armed conflict, as well as risks, uncertainties, and other factors described in “Risk Factors” in UTP’s offering memorandum.  In addition, any forward-looking statements contained in this press release are based on assumptions that UTP believes to be reasonable as of this date. UTP undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Disclaimer

This press release does not constitute or form part of any advertising, offer, recommendation or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in any jurisdiction, nor shall part, or all, of this press release or its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation to any securities. This press release is not a prospectus. Any offers of the Notes will be made only by means of an offering memorandum regarding the offering of the Notes.