Announcement of the Initial Public Offering of Shares of Hepsor AS
NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
Hepsor AS (registry code 12099216, address Järvevana tee 7b, 10112 Tallinn, Estonia; the “Company“), hereby announces the initial public offering of its shares (the “Offering”). The Offering will be carried out on the basis of the prospectus prepared by the Company and approved by the Estonian Financial Supervision Authority (the “EFSA”) on 8 November 2021 (the “Prospectus”). Full details of the Offering are set out in the Prospectus.
Key terms of the Offering
With the Offering the Company aims to raise up to 9.09 million euros by the issue of new ordinary shares (the “Offer Shares”). Depending on the market conditions, the number of the Offer Shares to be sold in the Offering may be upsized by up to 909,090 euros, resulting in a total volume of up to 10 million euros.
The Offering comprises of an offering of the Offer Shares to retail and institutional investors in Estonia, Latvia and Lithuania. The Company may offer the Offer Shares non-publicly to qualified investors in Estonia, Latvia and Lithuania and other selected contracting states of the European Economic Area for the purposes of EU Regulation 2017/1129 (the “Prospectus Regulation”) and other types of investors, based on certain exceptions that are available under the laws of each jurisdiction where the Offering is carried out.
The subscription period for the Offer Shares begins on 10 November 2021 at 10:00 (Estonian time) and ends on 19 November 2021 (Estonian time) (the “Offer Period”), unless the Offering is postponed or cancelled.
A total of 777,001 Offer Shares will be offered and up to 854,701 Offer Shares in case of an upsize of the Offering. The price of Offer Shares is 11.70 euros per one Offer Share, of which 1 (one) euro shall be the nominal value of one Offer Share and 10.70 the share premium. The Company has one class of shares and all Offer Shares are or will be of the same class.
The Company intends to use the funds raised from the Offering to finance developments already in the pipeline. The Company’s portfolio includes 22 new pipeline development projects with a total area of approximately 140,000 square metres.
An Estonian investor wishing to subscribe for the Offer Shares in the Offering should contact a custodian that operates such investor’s securities account in the Estonian Register of Securities and submit a subscription undertaking during the Offer Period for subscription of the Offer Shares in accordance with the terms of the Offering. A Latvian or Lithuanian investor wishing to subscribe for the Offer Shares in the Retail Offering should contact the financial institution which is a member of Nasdaq Tallinn Stock Exchange and that operates such investor’s securities account and submit a subscription undertaking within the Offer Period for the purchase of Offer Shares in the form accepted by the financial institution and in accordance with the terms of the Offering.
The expected timetable of the Offering is as follows:
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10 November 2021 at 10:00 (Estonian time) |
Offer Period commences |
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19 November 2021 at 16:00 (Estonian time) |
Offer Period ends |
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On or about 22 November 2021 |
Announcement of the results of the Offering |
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On or about 24 November 2021 |
Settlement of the Offering |
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On or about 26 November 2021 |
First day of trading on Nasdaq Tallinn Stock Exchange |
Listing and Admission to Trading
The Company has applied on 9 November 2021 for the listing and admission to trading of all of its shares, including the Offer Shares (the “Shares”) on the Baltic Main List of Nasdaq Tallinn Stock Exchange. The trading of the Shares is expected to commence on the Baltic Main List of Nasdaq Tallinn Stock Exchange on or about 26 November 2021.
Availability of the Prospectus
The Prospectus in English together with its translation into Estonian language and the translation of its summary into Estonian, Latvian and Lithuanian language are available in electronic form as of the date of this announcement on the website of the Company (https://hepsor.ee/en/for-investors/). The Prospectus together with the translation of its summary into Latvian and Lithuanian language is also available on the website of the EFSA (www.fi.ee).
Before making an investment decision, investors should read the Prospectus and the summary of the Prospectus and, if necessary, consult with a person specialising in advising on such investments.
Further enquiries:
Henri Laks
Chairman of the Management Board of Hepsor AS
henri@hepsor.ee
https://hepsor.ee/en/for-investors/
**** IMPORTANT INFORMATION ****
This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. Investors should not make any investment decision with respect to the securities referred to in this announcement except on the basis of the information contained in the Prospectus approved by the EFSA in order to fully understand the potential risks and rewards associated. An expert should be consulted if necessary. The shares of the Company are offered publicly only in Estonia, Latvia and Lithuania. The Prospectus is available on the website of the Company and of the EFSA at https://hepsor.ee/en/for-investors/ and www.fi.ee respectively. The approval of the prospectus by the EFSA should not be understood as an endorsement of the securities.
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