LHV Group
Corporate Action

AS LHV Group plans share capital increase and public share offer

The Supervisory Board of AS LHV Group (‘LHV Group’) decided on the increase of the company’s share capital by issuing new ordinary shares and on the preliminary terms of the public offer. The company plans to raise 25 million euros in additional capital from investors. The right of the Supervisory Board to increase the share capital stems from the Articles of Association as amended by the resolution of the Annual General Meeting of LHV Group held on 30 March 2022.

The execution of the offer is subject to the registration by the Estonian Financial Supervision and Resolution Authority of the prospectus for the public offer, listing, and admission to trading of the additional shares (‘prospectus’), which will be published on the websites of LHV Group and the Financial Supervision Authority at investor.lhv.ee and fi.ee, respectively, after the approval by the Financial Supervision Authority and before the announcement of the offer.

The Supervisory Board of LHV Group decided:

1. To increase the share capital of LHV Group by 694,444 euros, which can be increased to 972,222 euros. As a result, the new nominal amount of share capital will be between 31,264,675 euros and 31,542,453 euros, depending on the final size of the issue. The plan of the company is to raise from investors 25 million euros, with the possibility to increase the offer size to 35 million euros.
2. To issue a minimum of 694,444 and a maximum of up to 972,222 new LHV Group ordinary shares with a nominal value of 1 euro per share. The new shares are issued at a premium. One share is subject to a nominal value of 1 euro and a premium of at least 35 euros, the higher of which may be determined by the Supervisory Board of LHV Group at the beginning of the subscription, at the latest. If the Supervisory Board decides to establish a higher premium, the Supervisory Board shall also decide accordingly on the number of new ordinary shares to be issued to increase the share capital and on the ratio between the number of shares and the number of preferential rights to be granted to shareholders entitled to pre-emptive subscription rights.
3. The group of persons entitled to pre-emptive subscription rights (shareholders) will be determined as at the close of business on the Nasdaq CSD settlement system on 13 May 2022.
4. The public offer of shares is planned to be carried out through the exercise of subscription rights (rights-issue). LHV Group shareholders entered in the list of shareholders as at the record date will be granted subscription rights in respect of existing shares according to the ratio of shares to preferential rights, which depends on the subscription price. In the event that the Supervisory Board does not exercise its right to set a premium above the above-mentioned lower limit, the shareholders entitled to pre-emptive subscription rights will be granted one pre-emptive subscription right for every 44 shares in existence. However, a shareholder holding less than one share will have zero pre-emptive subscription rights, i.e., they will not be entitled to pre-emptive subscription rights. The precise principles for the granting of pre-emptive subscription rights will be set out in the prospectus.
5. Trading in the pre-emptive subscription rights is expected to take place in accordance with the procedures established in the prospectus between 18 May 2022 and 30 May 2022.
6. Subscription for the new shares and payment for the new shares is expected to take place in accordance with the procedures established in the prospectus between 18 May 2022 and 1 June 2022.
7. The new shares will be allotted on a guaranteed basis to investors with pre-emptive subscription rights as of the close of business on the Nasdaq CSD settlement system on 1 June 2022, and in the event of an increase in the volume of the offer, shares will also be allotted to investors without pre-emptive subscription rights. The exact principles for the allotment of new shares will be established in the prospectus.
8. The allotment of the subscribed shares, the subscription results, the size of the issue, and the final extent of the share capital increase resulting from the above, including the number of new shares to be issued and the new size of the share capital, will be determined by the Supervisory Board of LHV Group after the end of the subscription period. The Supervisory Board of LHV Group has, inter alia, the right to cancel over-subscribed shares, and the Management Board of LHV Group has the right, in the event that not all new shares have been subscribed for by the end of the subscription period for the shares specified in the prospectus, to extend the subscription period or to cancel shares that have not been subscribed for during the subscription period.
9. The new shares to be issued will entitle the holder to a dividend from the financial year 2022.

LHV is raising capital to finance planned investments and increase the capital buffers of LHV Group’s companies. The majority of the additional funding will be used to capitalise the new bank to be set up in the UK once it is licensed as a credit institution. The size of the additional issue will represent between 2.3% and 3.2% of the existing share capital.

LHV Group is the largest domestic financial group and capital provider in Estonia. LHV Group’s key subsidiaries are LHV Pank, LHV Varahaldus, and LHV Kindlustus. The Group employs more than 740 people. As of April, LHV’s banking services are being used by 342,000 clients, the pension funds managed by LHV have 135,000 active clients, and LHV Kindlustus protects a total of 148,000 clients. LHV’s UK branch offers banking infrastructure to 200 international financial services companies, via which LHV’s payment services reach clients around the world.

Important information

This information does not constitute an offer or an invitation to buy shares in AS LHV Group. The offer is subject to the approval of the prospectus by the Financial Supervision Authority. The prospectus will be made available after the approval of the prospectus and before the announcement of the offer on the websites of the Financial Supervision Authority and AS LHV Group at fi.ee and investor.lhv.ee, respectively. Investors should read the information in the prospectus before making an investment decision in order to understand all the facts related to the investment. The approval of the prospectus by the Financial Supervision Authority does not constitute an approval of AS LHV Group or the securities offered.

Priit Rum
Communication Manager
Phone: +372 502 0786
Email: priit.rum@lhv.ee