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 |
+--------------------------------+---------------------------------------------+
| |the number of Offer Shares for which the |
|Amount of securities: |investor wishes to subscribe |
+--------------------------------+---------------------------------------------+
|Price (per one Offer Share): |EUR 34 |
+--------------------------------+---------------------------------------------+
| |the number of Offer Shares for which the |
| |investor wishes to subscribe multiplied by |
|Transaction amount: |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 (https://investor.lhv.ee/en/) and on the
website of the EFSA fi.ee (https://fi.ee/en). The translation of the prospectus
in Estonian can be obtained in electronic format on the website of LHV
investor.lhv.ee/en (https://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:
+-----------------------------+------------------------------------------------+
| |Start of Subscription Period, start of trading|
| |with Subscription Rights on Nasdaq Tallinn Stock|
|15 September 2021 at 10:00 |Exchange |
+-----------------------------+------------------------------------------------+
| |Trading with Subscription Rights on Nasdaq|
|27 September 2021 |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 |
+-----------------------------+------------------------------------------------+
| |Settlement of the Offering (during the|
| |settlement, the Offer Shares will carry a|
|On or about 1 October 2021 |temporary ISIN) |
+-----------------------------+------------------------------------------------+
| |Registration of the Offer Shares in the Estonian|
|On or about 13 October 2021 |Commercial Register |
+-----------------------------+------------------------------------------------+
| |The Offer Shares will receive the permanent ISIN|
|On or about 18 October 2021 |EE3100073644 |
+-----------------------------+------------------------------------------------+
| |First trading day of the Offer Shares on Nasdaq|
|On or about 18 October 2021 |Tallinn Stock Exchange |
+-----------------------------+------------------------------------------------+
Priit Rum
LHV Communication Manager
Phone: +372 502 0786
Email: 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 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
(https://fi.ee/en) and investor.lhv.ee/en (https://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.
|