Nasdaq Tallinn
Announcement from the exchange

Notice on Public Offering of Unsecured Subordinated Bonds of Bigbank AS

Bigbank AS (register code 10183757, address Riia tn 2, Tartu, 51004; hereinafter Bigbank) hereby announces a public offering of Bigbank’s unsecured subordinated bonds (hereinafter the Offering).  The Offering is conducted on the basis of the prospectus approved by the Estonian Financial Supervision Authority (hereinafter the FSA) on 5 September 2022 that has been published on the date of this announcement on the web pages of Bigbank and the FSA (hereinafter Prospectus). The public offering of the unsecured subordinated bonds will be carried out only in Estonia, Latvia and Lithuania and not in any other jurisdiction.

Main terms of the Offering

Bigbank offers publicly up to 10,000  unsecured subordinated bonds of Bigbank with the name of EUR 8.00 Bigbank subordinated bond 22-2032, with the nominal value of EUR 1,000 each, the maturity date 21 September 2032 and fixed interest rate of 8% per annum, payable quarterly. In case of oversubscription, Bigbank has the right to increase the volume of the Offering up to 20,000 bonds. Bigbank has also the right to cancel the Offering in the volume not subscribed. The unsecured subordinated bonds are offered with the price of EUR 1,000 per one bond.

The unsecured subordinated bonds are registered in Nasdaq CSD SE under ISIN code EE3300002690.

The subscription period for the bonds starts on 6 September 2022 at 10:00 and will end on 16 September 2022 at 15:30. The Offering will be targeted to retail and institutional investors in Estonia, Latvia and Lithuania.

Subordinated bond represents an unsecured debt obligation of Bigbank before the investor. The subordination of the bonds means that upon the liquidation or bankruptcy of Bigbank, all the claims arising from the subordinated bonds shall fall due and shall be satisfied only after the full satisfaction of all unsubordinated recognised claims in accordance with the applicable law.

Detailed information is available in the Prospectus and in the summary of the Prospectus.

The indicative timetable of the Offering is the following:

Submitting subscription undertakings

In order to subscribe for the bonds during the Offering, an investor must have a securities account with a Nasdaq CSD SE Estonian branch (hereinafter Nasdaq CSD) account operator or a financial institution who is a member of the Nasdaq Tallinn Stock Exchange (hereinafter Stock Exchange).

An investor wishing to subscribe for the bonds should contact their securities account custodian and submit the subscription undertaking during the offering period in the form indicated below. By submitting the subscription undertaking, an investor authorises the custodian who operates the investor’s current account connected to its securities account to immediately block the whole transaction amount on the investor’s current account until the settlement is completed or funds are released in accordance with the terms set out in the Prospectus.

Listing and admission to trading of unsecured subordinated bonds of Bigbank

Bigbank has submitted an application to Nasdaq Tallinn AS for the listing and admission to trading of the subordinated bonds on the Baltic Bond List of the Stock Exchange. The expected date of listing and admission to trading is on or about 22 September 2022.

While every effort will be made and due care will be taken in order to ensure the listing and the admission to trading of the unsecured subordinated bonds, Bigbank cannot ensure that the unsecured subordinated bonds will be listed and admitted to trading.

Availability of the Prospectus and bond terms

The Prospectus and the summary of the Prospectus have been published and can be obtained in electronic format from Bigbank’s website https://investor.bigbank.eu and the website of the FSA https://www.fi.ee. In addition to the above, the Prospectus, the summary of the Prospectus and the translations thereof into Estonian, Latvian and Lithuanian are available through the information system of the Stock Exchange. The bond terms of Bigbank’s unsecured subordinated bonds have been published and can be obtained in electronic format from Bigbank’s website https://investor.bigbank.eu.

Before investing into Bigbank’s unsecured subordinated bonds we ask you to acquaint yourself with the Prospectus, the bond terms and the terms of the Offering in full and if necessary, consult with an expert.

Argo Kiltsmann
Member of the board
Tel: +372 53 930 833
e-mail: Argo.Kiltsmann@bigbank.ee

www.bigbank.ee

Important information

This notice is an advertisement for securities within the meaning of the Regulation No 2017/1129/EU of 14 June 2017 of the European Parliament and of the Council European Parliament and does not constitute an offer to sell subordinated bonds or an invitation to subscribe to subordinated bonds. An offer to subscribe to subordinated bonds should be made and each investor should make any decision to invest in the bonds only on the basis of the information contained in the Prospectus and the summary of the Prospectus. The approval of the Prospectus by the Financial Supervision Authority is not considered to be a recommendation for Bigbank’s subordinated bonds.

The information contained in this notice is not intended to be published, distributed or transmitted, in whole or in part, directly or indirectly, in the United States, Canada, Hong Kong, Japan, Singapore, South Africa, or in any other country or under any circumstance where publication, sharing or transmission would be unlawful. Bigbank’s subordinated bonds will be publicly offered only in Estonia, Latvia and Lithuania and the sale or offer of the bonds shall not take place in any jurisdiction where such offer, invitation or sale would be unlawful without the exception or qualification of law.