ANNOUNCEMENT OF PUBLIC OFFERING, LISTING AND ADMISSION TO TRADING OF SHARES OF AS LHV GROUP
AS LHV Group (registry code 11098261, address Tartu mnt 2, 10145 Tallinn; LHV) hereby announces a public offering of shares (the Offering). The Offering will be carried out based on the public offering, listing and admission to trading prospectus registered by the Estonian Financial Supervision Authority (the EFSA) on 13 September 2021 which has been published on the date of this announcement on the websites of LHV and the EFSA (the Prospectus). The Estonian translation of the Prospectus has been made available on LHV website. The terms and conditions of the Offering are described in the Prospectus.
Key terms of the Offering
The Offering is based on the resolution of the Special General Meeting of shareholders of LHV, adopted on 23 August 2021, resolving to increase the share capital by EUR 25.34 million (the sum of the nominal value and the share premium) by issuing new ordinary shares. On 6 September 2021, based on mandate given by the shareholders the Supervisory Board of LHV approved the subscription price resulting in 745,294 new ordinary shares to be offered (the Offer Shares) and the new nominal share capital will thus be EUR 29,864,167. The subscription price of Offer Shares is EUR 34 per one new share, of which EUR 1 is the nominal value and EUR 33 is the share premium (the Offer Price).
The shareholders of LHV have a pre-emptive right to subscribe for new shares. The list of persons (shareholders) entitled to use the pre-emption rights was determined as at the end of the business day of the settlement system of Nasdaq CSD SE on 8 September 2021 and on that basis, 734,586 Subscription Rights will be issued (the Subscription Right). The ISIN code for the Subscription Rights is EE3700080734 and the rights will be transferred on 15 September 2021 at the latest to the same securities accounts where the shares were held.
LHV has applied for the listing and admission to trading of the Subscription Rights on Baltic Main List of the Nasdaq Tallinn Stock Exchange. Trading with the Subscription Rights commences on 15 September 2021 and concludes on 27 September 2021. Persons who are not the shareholders of LHV, may acquire Subscription Rights from the Nasdaq Tallinn Stock Exchange. Provided the Offering is not cancelled, each Subscription Right will entitle the investor to subscribe to and receive in allocation 1 Offer Share. Owning a Subscription Right does not equal subscribing to Offer Shares and in order to participate in the Offering investors need to additionally submit a subscription undertaking of the Offer Shares. If desired, investors may subscribe for more Offer Shares than they own Subscription Rights. In this case Offer Shares not subscribed by Subscription Rights owners will be distributed between investors who subscribed for more Offer Shares than they owned Subscription Rights.
The Subscription Period for the Offer Shares commences on 15 September 2021 at 10:00 local time in Estonia and concludes on 29 September 2021 at 16:00 local time in Estonia (the Subscription Period).
The Offering only takes place in Estonia and there will not be any public offering in any other jurisdiction. The Offering comprises of (i) an offering to retail investors in Estonia and of (ii) an offering to qualified investors in and outside of Estonia within the meaning of Article 2(e) of the European Union Prospectus Regulation (EU) 2017/1129 and other types of investors in reliance on certain exemptions available under the laws of each jurisdiction where the Offering is being made.
LHV will decide on the allocation of the Offer Shares after the expiry of the Subscription Period on or about 30 September 2021. No Offer Shares shall be allocated or issued to persons who do not hold Subscription Rights on 29 September 2021 at the end of the business day of the settlement system of Nasdaq CSD SE.
Once the Offer Shares are registered with the Estonian Commercial Register, the Offer Shares will rank pari passu with all the existing Shares and will be registered in the Estonian Register of Securities operated by Nasdaq CSD SE (the ERS) under ISIN EE3100073644.
An investor wishing to subscribe for the Offer Shares should contact a custodian that operates such investor’s securities account opened at Nasdaq CSD SE and submit a subscription undertaking, detailing 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: || LHV Group subscription rights |
| ISIN code: || EE3700080734 |
| Amount of securities: || the number of Offer Shares for which the investor wishes to subscribe |
| Price (per one Offer Share): || EUR 34 |
| Transaction amount: || the number of Offer Shares for which the investor wishes to subscribe multiplied by the Offer Price |
| Value date of the transaction: || 1 October 2021 |
| Type of transaction: || “subscription” |
| Type of settlement: || “payment free of delivery” (PFOD) |
The subscription undertaking will be forwarded to Nasdaq CSD SE. Due to the technical process used in distributing the Offer Share, the subscription undertaking must detail the information of the Subscription Rights (and not the Offer Shares). The subscription undertaking must be submitted to the custodian by the end of the Subscription Period. The investor may use any method that such investor’s custodian offers to submit the subscription undertaking (e.g., physically at the client service venue of the custodian, over the internet or by other means).
Listing and admission to trading of the Offer Shares
In connection with the Offering, LHV plans to apply for the listing and the admission to trading of the Offer Shares on the Baltic Main List of the Nasdaq Tallinn Stock Exchange. It is estimated that trading with the Offer Shares will commence on or about 18 October 2021 following the registration of the Offer Shares at the Estonian Commercial Register.
Availability of the Prospectus
The prospectus is disclosed and can be obtained in electronic format on the website of LHV investor.lhv.ee/en and on the website of the EFSA fi.ee. The translation of the prospectus in Estonian can be obtained in electronic format on the website of LHV investor.lhv.ee/en. In addition, the Prospectus is available via the information system of Nasdaq Tallinn Stock Exchange.
Key dates of the Offering
Indicative timetable of the Offering is the following:
| 15 September 2021 at 10:00 || Start of Subscription Period, start of trading with Subscription Rights on Nasdaq Tallinn Stock Exchange |
| 27 September 2021 || Trading with Subscription Rights on Nasdaq Tallinn Stock Exchange ends |
| 29 September 2021 at 16:00 || End of Subscription Period |
| On or about 30 September 2021 || Announcement of the results of the Offering |
| On or about 1 October 2021 || Settlement of the Offering (during the settlement, the Offer Shares will carry a temporary ISIN) |
| On or about 13 October 2021 || Registration of the Offer Shares in the Estonian Commercial Register |
| On or about 18 October 2021 || The Offer Shares will receive the permanent ISIN EE3100073644 |
| On or about 18 October 2021 || First trading day of the Offer Shares on Nasdaq Tallinn Stock Exchange |
LHV Communication Manager
Phone: +372 502 0786
This announcement is an advertisement of securities within the meaning of EU Prospectus Regulation No 2017/1129/EU and does not constitute or form a part of any offer or solicitation to purchase or subscribe for the shares. The offer to acquire the shares is made solely on the basis of the prospectus that is approved by the Estonian Financial Supervision Authority and made public on the day of the announcement of public offering on the websites of the Estonian Financial Supervision Authority and of AS LHV Group on addresses fi.ee and investor.lhv.ee/en respectively. Before making an investment decision, investors should read the information published in the prospectus in order to understand all details related to the investment. The approval of the prospectus by the Estonian Financial Supervision Authority should not be regarded as endorsement to AS LHV Group or the offered securities. The shares will be publicly offered only in the Republic of Estonia.