NOTICE ON PUBLIC OFFERING, LISTING AND ADMISSION TO TRADING OF SUBORDINATED BONDS OF AS LHV GROUP AND REGISTRATION OF SUPPLEMENT TO THE PROSPECTUS
AS LHV Group (registry code 11098261, registered address Tartu mnt 2, 10145 Tallinn; hereinafter LHV) hereby announces a public offering of LHV’s subordinated bonds and informs about the registration of a supplement to the prospectus.
Public Offering of Subordinated Bonds
LHV offers publicly up to 15,000 additional subordinated bonds of LHV ”LHV Group subordinated bond 28.11.2028” with the nominal value of EUR 1,000, interest rate offered to the investor 6.0% per annum and maturity date 28.11.2028. LHV has the right to increase the offering volume until issue date by EUR 5 million and issue up to 5,000 additional subordinated bonds as a result of which the total number of the bonds offered in the course of the public offering may be up to 20,000 and the total volume of the offering may rise to EUR 20 million. The public offering is carried out only in Estonia.
The offering is conducted on the basis of the base prospectus registered by the Financial Supervision Authority on 29.10.2018 and the supplement approved on 20.05.2019, which as at the day of this notice have been published on the websites of LHV and the Financial Supervision Authority together with any possible annexes (hereinafter the Prospectus). With the supplement, registered on 20.05.2019, the LHV consolidated (audited) annual accounts 2018 and the interim accounts of the first quarter of 2019 (unaudited) shall be incorporated into the Prospectus, the Prospectus is supplemented with the recent events of LHV Group and also the Estonian summary of the Prospectus is supplemented with the above information.
The offering is the second series of LHV’s bond program, created on the basis of the Prospectus. Under the program, LHV has the possibility to issue subordinated bonds in a total volume of up to EUR 45 million in the course of several issues.
Subordinated bond represents an unsecured debt obligation of LHV before the investor. The subordination of the bonds means that upon the liquidation or bankruptcy of LHV, 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.
The subordinated bonds issued during the offering bear the same rights with the first series of subordinated bonds issued within the bond program in October 2018. Subordinated bonds will be issued in a dematerialised book-entry form. Subordinated bonds will be registered in Nasdaq CSD SE under ISIN code EE3300111558.
Subordinated bonds will be offered at a price of EUR 1,004.83 per one bond. In addition to the nominal value of the bond, the subscription price also contains the interest accumulated by the value date, which the investor will be returned together with the quarterly interest payment.
The time schedule of the offering of the subordinated bonds is as follows:
|05.06.2019 at 10.00 ||Start of the subscription period for the subordinated bonds|
|21.06.2019 at 16.00||End of the subscription period for the subordinated bonds|
|On or about 25.06.2019||Disclosing the allocation results of the subordinated bonds|
|On or about 27.06.2019||Transfer of the subordinated bonds to investors’ securities accounts|
|On or about 27.06.2019||Expected listing of the subordinated bonds and admission to trading on the regulated market operated by Nasdaq Tallinn AS (on the Baltic Bond List of the Nasdaq Tallinn Stock Exchange)|
In order to subscribe for the subordinated bonds, an investor has to submit during the subscription period to the custodian who holds the investor’s securities account opened at Nasdaq CSD SE a subscription undertaking, which has to contain the following data:
|Owner of the securities account:||Name of the investor who submitted the subscription undertaking|
|Securities account:||Number of the investor’s securities account|
|Custodian:||Name of the investor’s custodian|
|Security:||LHV Group subordinated bond 28.11.2028|
|Amount of securities:||The number of bonds determined by the investor|
|Price (per bond):||EUR 1,004.83|
|Transaction amount:||The total amount of the transaction (the number of bonds determined by the investor multiplied by price per one bond)|
|Counterparty:||AS LHV Group|
|Securities account of counterparty:||99100539709|
|Custodian of the counterparty:||AS LHV Pank|
|Value date of the transaction (trade date):||Date of submission of the subscription undertaking|
|Value date of the transaction:||27.06.2019|
|Type of transaction:||“purchase”|
|Type of settlement:||“delivery versus payment”|
The subscription undertaking will be forwarded to Nasdaq CSD SE.
Listing and Admission to Trading of Subordinated Bonds
LHV intends to submit an application to Nasdaq Tallinn AS for the listing and admission to trading of additional LHV’s subordinated bonds “LHV Group subordinated bond 28.11.2028” on the regulated market (on the Baltic Bond List of the Nasdaq Tallinn Stock Exchange). The expected date of listing and admission to trading is on or about 27.06.2019.
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 subordinated bonds, LHV cannot ensure that the subordinated bonds will be listed and admitted to trading.
Availability of Prospectus and Final Terms of the Offering
The base Prospectus of LHV and its supplement together with a summary in Estonian have been published and can be obtained in electronic format from LHV’s website https://investor.lhv.ee/ and from the website of the Financial Supervision Authority https://www.fi.ee/. Additionally, the Prospectus and the supplement thereto are available through the information system of Nasdaq Tallinn Stock Exchange. The terms and conditions of LHV’s subordinated bonds, the final terms and conditions of the offering of LHV’s subordinated bonds and their summary in Estonian have been published and can be obtained in electronic format from LHV’s website https://investor.lhv.ee/.
Before investing into LHV’s subordinated bonds we ask you to acquaint yourself with the Prospectus, its annexes and the final terms and conditions of the offering.
LHV Communication Manager
Phone: +372 502 0786