Market announcement

Title

Baltic Horizon Fund announcement of secondary public offering

Message

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN,
NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN
SUCH CIRCUMSTANCES IN WHICH THE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. 

Northern Horizon Capital AS (the Management Company) as the management company
of Baltic Horizon Fund (the Fund) announces the offering of 15,038,000 new
units of the Fund (the Offer Units). The number of new Offer Units may be
further increased by 15,038,000 (i.e. up to 30,076,000 Offer Units in total) in
case the Management Company decides to utilize the upsizing option. Proceeds
from the offering will be used to acquire cash flow generating commercial
properties in the Baltic capital cities comprising the Fund’s investment
pipeline. 

The offering consists of an offering to retail investors in Estonia, Sweden,
Finland and Denmark and of an offering to institutional investors in selected
European Economic Area jurisdictions. The Management Company plans to list the
Offer Units both on Nasdaq Tallinn and on Nasdaq Stockholm. 

The offering of Offer Units is based on a prospectus for public offering and
listing of the Offer Units, registered by the Estonian Financial Supervision
Authority on 30 October 2017 (the Prospectus), together with its summaries in
the Estonian, Finnish, Swedish and Danish languages that are electronically
available on the website of the Fund www.baltichorizon.com and on the website
of the Estonian Financial Supervision Authority www.fi.ee. Key Investor
Information Document (KIID) in Estonian, Swedish, Finnish and Danish will be
available as of 6 November 2017 the latest. An investor may ask the Management
Company to send the Prospectus together with its summary and KIID
electronically by e-mail request to [email protected]. Hard copies of the
Prospectus, its summary and the KIID are available at the location of the
Management Company, at Tornimäe 2, 10145, Tallinn. Hard copies of the
Prospectus can also be requested by sending an e-mail to [email protected]. 

Overview of the key terms of the offering:

1.     The subscription period, during which it is possible to subscribe for
Offer Units, commences at 10:00 on 6 November 2017 and ends at 16:00 on 30
November 2017 (EET) (09:00 and 15:00 CET respectively). 

2.     In order to subscribe for Offer Units, an investor should contact LHV
Pank AS, Catella Bank S.A or Prudentus Capital Oy and register a transaction
instruction for the purchase of Offer Units in the form as set out by the sales
partner or the manager respectively. Retail investors wishing to subscribe for
Offer Units in Estonia should contact a custodian that operates such investor’s
securities account at the Estonian Central Registry of Securities. 

3.   The offer price per Offer Unit (the Offer Price) will be equal to the NAV
of the unit of the Fund as at 31 October 2017. The Offer Price will be
published through a stock exchange release and on the website of the Fund
referred to above at the latest on 15 November 2017. The Offer Price will not
exceed 1.35 euros per unit. Purchase orders can only be submitted for a whole
number of units and the minimum amount of a purchase order is 1,000 units. 

4. The Fund has one class of units and the Offer Units are from the same class.

5. In order to receive Offer Units subject to trading on Nasdaq Tallinn, the
investor is required to have a securities account with the Estonian Central
Registry of Securities. In order to receive Offer Units subject to trading on
Nasdaq Stockholm, the investor is required to have a securities account
(VP-konto) or a custodian account (värdepappersdepå) with a Swedish bank or
investment firm (only Fund units held with Euroclear Sweden are subject to
trading on Nasdaq Stockholm). 

For a more detailed overview of the Fund and terms of the offering, please
refer to the Prospectus. 

KEY DATES

·        on 6 November 2017 the subscription period commences;

·        on 30 November 2017 the subscription period ends;

·        on 1 December 2017 at the latest the Management Company will decide on
the allocation of Offer Units; 

·        on or about 7 December 2017 the allocated Offer Units will be
transferred to the securities accounts of the investors or persons acting on
their behalf against payment for the number of Offer Units subscribed for by
each investor; 

·        on or about 7 December 2017 Offer Units will be admitted to trading on
Nasdaq Tallinn; 

·        on or about 12 December 2017 Offer Units will start trading on Nasdaq
Stockholm. 

Additional information:

Tarmo Karotam
Baltic Horizon Fund manager
E-mail [email protected]
www.baltichorizon.com

The Fund is a registered contractual public closed-end real estate fund that is
managed by Alternative Investment Fund Manager license holder Northern Horizon
Capital AS. 

Distribution: Nasdaq Tallinn, Nasdaq Stockholm, GlobeNewswire,
www.baltichorizon.com 

The information contained herein is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or into the
United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore,
South Africa or such other countries or otherwise in such circumstances in
which the release, publication or distribution would be unlawful. 

The information contained herein does not constitute an offer to sell or the
solicitation of an offer to buy, Invitation to subscribe for Offer Units is
will only be made through the prospectus and only to the persons to whom the
prospectus is addressed. A prospectus contains, among other things, risk
factors as well as financial statements as well as other information. This
release has not been approved by any regulatory authority and is not a
prospectus. Accordingly, investors should not subscribe for or purchase any
securities referred to in this release except on the basis of information
provided in a prospectus. There shall there not be any sale of the securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration, exemption from registration or qualification under the
securities laws of any such jurisdiction. 

This communication does not constitute an offer of securities for sale in the
United States. The securities have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the
applicable securities laws of any state of the United States and may not be
offered or sold, directly or indirectly, within the United States or to, or for
the account or benefit of, U.S. persons except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. 

This communication does not constitute an offer of securities to the public in
the United Kingdom. No prospectus has been or will be approved in the United
Kingdom in respect of the securities. Consequently, this communication is
directed only at (i) persons who are outside the United Kingdom, (ii) persons
who have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"), (iii) high net worth entities falling
within Article 49(2) of the Order and (iv) other persons to whom it may
lawfully be communicated (all such persons together being referred to as
"relevant persons"). In addition, this communication is, in any event only
directed at persons who are "qualified investors" pursuant to the Prospectus
Directive (2003/71/EC, as amended). Any investment activity to which this
communication relates will only be available to, and will only be engaged with,
relevant persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.