AS LHV Group (registry code 11098261, registered address Tartu mnt 2, 10145
Tallinn; LHV) hereby announces a secondary public offering of LHV's 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 9 September 2019 which has been published on
the date of this announcement on the websites of LHV and the EFSA, as may be
supplemented. (the Prospectus). The terms and conditions of the Offering are
described in the Prospectus.
LHV also informs that in connection with preparations for the Offering, LHV has
supplemented the consolidated interim report for the 6-month period, ending on
30 June 2019, published to the investors on 16 July 2019 (the Interim Report).
The Interim Report reviewed by independent auditors has been appended to the
Prospectus and is also available on LHV's website http://investor.lhv.ee. The
additions do not relate to financial position or income statement of the group
and are further described in Note 1 to the Interim Report.
Key terms of the Offering
The Offering is based on the resolution of the General Meeting of shareholders
of LHV, adopted on 21 August 2019, resolving to increase the share capital of
LHV by issuing 2,200,000 new ordinary shares with nominal value of EUR 1 (the
Offer Shares). The shareholders of the LHV have a preferential right to
subscribe for new shares for a period of two weeks as of the start of the
subscription period for the Offer Shares (the Subscription Right). The list of
persons (shareholders) entitled to use the preferential right was determined as
at the close of business for the Nasdaq CSD securities settlement system on 4
September 2019 and on that basis, 2,188,157 Subscription Rights will be issued.
The Subscription Rights will be recorded under ISIN EE3700080726 and will be
transferred on 10 September 2019 at the latest to the same securities accounts
where the shares were registered on 4 September 2019 at the end of the business
day of ERS settlement system.
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 is expected to commence on 11 September 2019 and will
conclude on 23 September 2019. Persons who have not been shareholders of LHV
before, 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.
The Subscription Period commences on 11 September 2019 at 10:00 local time in
Estonia and terminates on 25 September 2019 at 16:00 local time in Estonia (the
Subscription Period). The Offer Price is EUR 11.5 per one Offer Share, of which
EUR 1 is the nominal value of one Offer Share and EUR 10.5 is the issue premium
(the Offer Price).
The Offer Shares are only offered publicly in Estonia and there will not be any
public offering in any other jurisdiction. The Offering comprises of an offering
to retail investors in Estonia and of an offering to institutional investors in
and outside of Estonia to qualified investors within the meaning of Article
2(e) of the European Union Prospectus Regulation No 1129/2017/EU and other types
of investors in reliance on certain exemptions available under the laws of each
jurisdiction where the Offering is being made.
The Company will decide on the allocation of the Offer Shares after the expiry
of the Subscription Period on or about 26 September 2019. No Offer Shares shall
be allocated or issued to persons who do not hold Subscription Rights on 25
September 2019 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 (the
ERS) under ISIN EE3100073644.
An investor wishing to subscribe for the Offer Shares should contact a custodian
that operates such investor's ERS securities account and submit a subscription
undertaking, detailing the information as set out below:
Owner of the securities account: name of the investor
number of the investor's securities
Securities account: account
Custodian: name of the investor's custodian
Security: LHV Group share
ISIN code: EE3700080726
the number of Offer Shares for which
Amount of securities: the investor wishes to subscribe
Price (per one Offer Share): EUR 11.5
the number of Offer Shares for which
the investor wishes to subscribe
Transaction amount: multiplied by the Offer Price
Transfer of the Subscription Rights to
the securities account of the investor: 1 October 2019
Type of transaction: "purchase"
"payment free of delivery" "free of
Type of settlement: payment" (PFOD, FOP)
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 14 October 2019 following the registration of the Offer
Shares at the Estonian Commercial Register.
Availability of the Prospectus
The Prospectus in the English language and the translation of the Prospectus
summary into the Estonian language can be obtained in electronic format on the
website of the EFSA (www.fi.ee (http://www.fi.ee)) and on the website of LHV
(http://investor.lhv.ee) throughout the Subscription Period. In addition, the
Prospectus and the translation of the summary into the Estonian language are
also available via the information system of Nasdaq Tallinn Stock Exchange.
Key dates of the Offering
Indicative timetable of the Offering is the following:
+-----------------------------+------------------------------------------------+
| |Start of Subscription Period, start of trading|
| |with Subscription Rights on Nasdaq Tallinn Stock|
|11 September 2019 |Exchange |
+-----------------------------+------------------------------------------------+
| |Last date to acquire Subscription Rights from|
| |the Nasdaq Tallinn Stock Exchange allowing|
| |delivery of the Subscription Rights before the|
|20 September 2019 |end of Subscription Period (T + 2 settlement) |
+-----------------------------+------------------------------------------------+
| |Trading with Subscription Rights on Nasdaq|
|23 September 2019 |Tallinn Stock Exchange ends |
+-----------------------------+------------------------------------------------+
|25 September 2019 |End of Subscription Period |
+-----------------------------+------------------------------------------------+
|On or about 26 September 2019|Announcement of the results of the Offering |
+-----------------------------+------------------------------------------------+
| |Settlement of the Offering (during the|
| |settlement, the Offer Shares will carry a|
|On or about 1 October 2019 |temporary ISIN) |
+-----------------------------+------------------------------------------------+
| |Registration of the Offer Shares in the Estonian|
|On or about 9 October 2019 |Commercial Register |
+-----------------------------+------------------------------------------------+
| |The Offer Shares will receive the permanent ISIN|
|On or about 11 October 2019 |EE3100073644 |
+-----------------------------+------------------------------------------------+
| |First trading day of the Offer Shares on Nasdaq|
|On or about 14 October 2019 |Tallinn Stock Exchange |
+-----------------------------+------------------------------------------------+
?
Priit Rum
LHV Communications Manager
Phone: +372 502 0786
E-mail: priit.rum@lhv.ee (mailto:priit.rum@lhv.ee)
Important information:
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 Offer Shares. Before
making an investment decision, we kindly ask the investors to read the
Prospectus, the summary of the Prospectus and, if necessary, consult with a
person specialising in advising on such investments. Any offer to acquire the
Offer Shares will be made, and any investor should make his investment, solely
on the basis of information that is contained in the Prospectus.
Public offering will be carried out only in Estonia. There is no public offering
in any jurisdiction where such offering or sale would be unlawful before
registration or qualification of the laws of such jurisdiction. LHV has not
registered and does not intend to register the Offering nor the Offer Shares in
the United States of America and does not intend to carry out a public offering
in the United States of America.
|