Notice on Public Offering of Unsecured Subordinated Bonds of Coop Pank AS
Coop Pank AS (register code 10237832, address Narva mnt 4, Tallinn, 15014; hereinafter Coop Pank) hereby announces a public offering of Coop Pank´s unsecured subordinated bonds (hereinafter Offering). The Offering is conducted on the basis of the prospectus approved by the Estonian Financial Supervision Authority (FSA) on 15 March 2021 that has been published on the date of this announcement on the web pages of Coop Pank and the FSA (hereinafter Prospectus). The public offering of the unsecured subordinated bonds will be carried out only in Estonia and not in any other jurisdiction.
Comment of Margus Rink, Chairman of the Management Board of Coop Pank:
"The purpose of the bond program is to finance Coop Pank's future growth strategy. Over the last 4 years, Coop Pank has grown its operating volumes by about 40 percent a year, and our footprint in the Estonian economy is becoming more and more noticeable. We have so far covered the capital needs arising from growth through earned profits, subordinated bonds issued in 2017 and 2019, and an additional share issue and initial public offering (IPO) in 2019. The money raised in this bond issue is also planned to be used to support the growth of Coop Pank.”
Main terms of the Offering
Coop Pank offers publicly up to 8,000 unsecured subordinated bonds of Coop Pank EUR 5.5 Coop Pank bond 21-2031 with the nominal value of EUR 1,000 each, the maturity date 31 March 2031 and fixed interest rate of 5.5% per annum payable quarterly. In case of oversubscription of the bonds, Coop Pank has the right to increase the volume of the Offering by up to 2,000 additional bonds. Coop Pank 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 EE3300002047.
The subscription period for the bonds starts on 16 March 2021 at 10.00 and will end on 26 March 2021 at 16.00. The offering will be targeted to all retail and institutional investors in Estonia.
Subordinated bond represents an unsecured debt obligation of Coop Pank before the investor. The subordination of the bonds means that upon the liquidation or bankruptcy of Coop Pank, 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.
Timetable of the Offering
|Subscription period starts||16 March 2021 at 10:00|
|Subscription period ends||26 March 2021 at 16:00|
|Disclosing results of Offering||On or about 29 March 2021|
|Settlement of Offering||On or about 31 March 2021|
|First trading day||On or about 1 April 2021 |
Submitting subscription undertakings
In order to subscribe for the bonds during the Offering, an investor must have a securities account opened at custodian of the Nasdaq CSD SE Estonia´s subsidiary (hereinafter Nasdaq CSD).
An investor wishing to subscribe to 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 Nasdaq CSD 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.
|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:||EUR 5.5 Coop Pank võlakiri 21-2031|
|Amount of securities:||The number of bonds determined by the investor|
|Price (per bond):||EUR 1,000|
|Transaction amount:||The total amount of the transaction (the number of bonds determined by the investor multiplied by price per one bond)|
|Counterparty:||Coop Pank AS|
|Securities account of counterparty:||99102215403 |
|Custodian of the counterparty:||AS LHV Pank|
|Value date of the transaction:||31 March 2021|
|Type of transaction:||„subscription“|
|Type of settlement: ||„delivery versus payment (DVP)“|
Listing and admission to trading of unsecured subordinated bonds of Coop Pank
Coop Pank intends to submit an application to Nasdaq Tallinn AS for the listing and admission to trading of the subordinated bonds on the Baltic Bond List of the Nasdaq Tallinn Stock Exchange. The expected date of listing and admission to trading is on or about 1 April 2021.
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, Coop Pank 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 Coop Pank´s website www.cooppank.ee/pakkumine and the Prospectus from the website of the FSA https://www.fi.ee. In addition to the above, the Prospectus, the summary of the Prospectus and the translation thereof into English are available through the information system of Nasdaq Tallinn Stock Exchange. The bond terms of Coop Pank’s unsecured subordinated bonds have been published and can be obtained in electronic format from Coop Pank’s website https://www.cooppank.ee/s3fs-public/volakirja_tingimused.pdf.
Before investing into Coop Pank´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.
Tel: +372 56 800 425
Based on Estonian´s capital, Coop Pank is one in five universal banks operating in Estonia. Coop Pank’s banking services are used by more than 90,900 clients. Coop Pank AS uses the synergies between retail and banking and brings everyday banking services closer to home. The strategic owner of the bank is the domestic retail chain Coop Eesti, whose sales network includes 330 stores.
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 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 and if necessary, consult with an expert. The approval of a Prospectus by the Financial Supervision Authority is not considered to be a recommendation for 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 circumstance where publication, sharing or transmission would be unlawful. Subordinated bond will be publicly offered only in the Republic of Estonia 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.