Notice of secondary public offering of shares of Coop Pank AS
Coop Pank AS (register code 10237832, address Maakri 30, 15014, Tallinn, Estonia (Coop Pank) hereby announces the secondary public offering of its shares (the Offering). The Offering is conducted on the basis of the prospectus approved by the Estonian Financial Supervision Authority (the EFSA) on 14 November 2022 that has been published on the date of this notice on the websites of Coop Pank and the EFSA (the Prospectus).
In the course of the Offering, Coop Pank is offering up to 7 610 348 new ordinary shares to be issued without nominal value (the Offer Shares). In case of oversubscription of the Offering, Coop Pank may, at its discretion, increase the number of Offer Shares by up to 2 536 783 Offer Shares, so that the total number of Offer Shares after such increase will be up to 10 147 131 Offer Shares. Coop Pank may cancel the Offering subject to the conditions set out in the Prospectus. The Offer Shares are offered publicly to retail investors in Estonia and non-publicly to qualified investors within the meaning of Article 2(e) of Regulation (EU) No 2017/1129/EU of the European Parliament and of the Council of 14 June 2017 in Estonia and certain selected member states of the European Economic Area.
The Offer Shares are offered at a price of EUR 2.00 per share, of which EUR 0.681455 is the book value and EUR 1,318545 is the share premium (the Offer Price). The subscription period starts on 15 November 2022 at 10:00 and will end on 29 November 2022 at 16:00 (the Offer Period). Further details of the Offering are set out in the Prospectus.
The shareholders of Coop Pank entered in the shareholders’ register of Coop Pank as at the end of the business day of the settlement system of the Estonian Securities Register on 15 November 2022 have the pre-emptive right to subscribe for Offer Shares in proportion to the book value of the relevant shareholder’s shares.
Certain shareholders of Coop Pank holding approximately 56.94% of the share capital have issued subscription guarantees to Coop Pank pursuant to which they have undertaken to subscribe for and acquire Offer Shares in the aggregate amount of EUR 8 041 063. In addition, three member cooperatives of Coop Eesti Keskühistu (Abja Tarbijate Ühistu, Hiiumaa Tarbijate Ühistu and Tõrva Tarbijate Ühistu), which currently do hold shares in Coop Pank, have also issued subscription guarantees in the total amount of EUR 500 000. Assuming that Coop Pank does not exercise its right to increase the number of Offer Shares to up to 10 147 131 Offer Shares, the subscription guarantees cover 56,11% of the total volume of the Offering.
Coop Pank intends to use the capital raised in the Offering to strengthen its Tier 1 capital necessary to increase its operating volumes and market share.
Coop Pank has one class of shares, and the Offer Shares are of the same class. At the time of the Offering, the Offer Shares will have the temporary ISIN code EE380G007850, which will be changed to the permanent ISIN code EE3100007857 of the Coop Pank Shares after settlement of the Offering.
Key dates of the Offering
| Offer Period starts || 15 November 2022 at 10:00 |
| Offer Period ends || 29 November 2022 at 16:00 |
| Announcement of the results of the Offering || on or about 1 December 2022 |
| Settlement of Offering || on or about 5 December 2022 |
| First trading day || on or about 7 December 2022 |
Submission of subscription undertakings
In order to subscribe for the Offer Shares in the Offering, an investor must have a securities account opened at custodian of the Nasdaq CSD SE Estonia´s branch.
An investor wishing to subscribe to the Offer Shares should contact their securities account custodian and submit the subscription undertaking during the Offer 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.
The subscription undertaking must contain the following information:
| Owner of the securities account: || name of the investor |
| Securities account: || number of the investor`s securities account |
| Custodian: || name of the investor´s custodian |
| Security: || Coop Pank secondary share |
| ISIN code: || EE380G007850 |
| Amount of Offer Shares: || The number of Offer Shares determined by the investor |
| Offer Price (per share): || EUR 2.00 |
| Transaction amount: || the number of Offer Shares determined by the investor multiplied by Offer Price |
| Counterparty: || Coop Pank AS |
| Securities account of counterparty: || 99102215403 |
| Custodian of the counterparty: || AS LHV Pank |
| Value date of the transaction: || 5 December 2022 |
| Type of transaction: || „subscription“ or „purchase“ |
Listing and admission to trading of Offer Shares
On 31 October 2022, Coop Pank submitted an application to Nasdaq Tallinn Stock Exchange (the Nasdaq Stock Exchange) for listing of the Offer Shares on the Baltic Main List of the Nasdaq Stock Exchange. Trading with the Offer Shares on the Nasdaq Stock Exchange is expected to commence on or about 7 December 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 Offer Shares, Coop Pank cannot ensure that the Offer Shares will be listed and admitted to trading.
Availability of the Prospectus
The Prospectus can be obtained in electronic form on the website of the EFSA (http://www.fi.ee) and on the website of Coop Pank (www.cooppank.ee/pakkumine).
Interested parties may download the Prospectus free of charge from the website of Coop Pank or request Coop Pank to send them electronic copies of the documents. A paper copy of the Prospectus will be sent to the interested person upon receipt of a request to this effect. The Prospectus will not be sent to jurisdictions where there is no public offer of Offer Shares (i.e., outside Estonia).
Before investing into Offer Shares, we ask you to acquaint yourself with the Prospectus in full and consult with an expert as necessary.
Coop Pank, based on Estonian capital, is one of the five universal banks operating in Estonia. The number of clients using Coop Pank for their daily banking has reached 141,600. Coop Pank aims to put the synergy generated by the interaction of retail business and banking to good use and to bring everyday banking services closer to people’s homes. The strategic shareholder of the bank is the domestic retail chain Coop Eesti comprising 330 stores.
Phone: 5160 231
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 Offer Shares or invitation to subscribe to Offer Shares. An offer to subscribe to Offer Shares should be made, and each investor should make any decision to invest in the Offer Shares only on the basis of the information contained in the Prospectus and if necessary, consult with an expert to fully understand the potential risks and rewards associated with a decision to invest in Offer Shares. The approval of a Prospectus by the EFSA is not considered to be a recommendation for Offer Shares.
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 circumstance where publication, sharing or transmission would be unlawful. Offer Shares will be publicly offered only in the Republic of Estonia and certain selected Member States of the European Economic Area and the sale or offer of the Offer Shares shall not take place in any jurisdiction where such offer, invitation or sale would be unlawful without the exception or qualification of law.