Nasdaq Tallinn
Initial public offering

Announcement of initial public offering of shares of Coop Pank aktsiaselts

Coop Pank aktsiaselts (registry code: 10237832, address: Narva mnt 4, Tallinn, 15014; Coop Pank) hereby announces the public offering of its shares (the Offering). The Offering will be carried out based on the prospectus prepared by Coop Pank and approved by the Estonian Financial Supervision Authority (EFSA) on 11 November 2019 which is published on the date of this announcement on the website of Coop Pank and the EFSA.

Key terms of the Offering

The Offering consists of an offering of up to 32,180,155 new ordinary no-par-value shares to be issued by Coop Pank (the New Shares) and an offering of up to 8,065,700 existing ordinary no-par-value shares by certain shareholders of Coop Pank (the Existing Shares; together with New Shares, the Offer Shares). Whereas shareholder AS Inbank offers up to 745,151 Existing Shares, shareholder Andres Sonn offers up to 4,775,358 Existing Shares, shareholder Roberto de Silvestri offers up to 757,806 Existing Shares and shareholder Luciano Orsero offers up to 1,787,385 Existing Shares (the named shareholders are jointly referred to as the Selling Shareholders). The number of Offer Shares may be increased by up to 6,036,878 existing ordinary no-par-value shares to up to 46,282,733 Offer Shares.

The Offer Shares are offered (i) publicly to retail investors of Estonia, Latvia and Lithuania (the Retail Offering) and (ii) non-publicly to qualified investors within the meaning Article 2(e) of the Regulation No 1129/2017 of the European Parliament and of the Council in Estonia and in certain selected countries belonging to the European Economic Area and to other selected investors in reliance on exemptions available under the laws of those jurisdictions (the Institutional Offering).

The Offer Price is within the range of 1.15 euros and 1.30 euros per one Offer Share (the Offer Price Range). The final offer price (Offer Price) to be paid for each Offer Share is expected to be announced on or about 2 December 2019 together with publishing the results of the Offering. The Offer Price shall be the same in the Retail Offering as well as in the Institutional Offering.

Coop Pank intends to use the funds raised with the Offering to increase its operating volumes and market share, to involve new customer segments and for the development of a technological modular platform and the bank’s IT solutions. The bank needs own funds (Tier 1 capital) for financing the growth of its operating volumes in the set pace during the period of 2020–2022.

The terms of the Offering are described in more detail in the Prospectus.

The indicative timetable of the Offering is the following:

Subscription undertakings in the Retail Offering

In order to subscribe to the Offer Shares, an investor must have a securities account with Nasdaq CSD SE Estonian branch (Nasdaq CSD) custodian or with a financial institution who is a member of Nasdaq Tallinn aktsiaselts (Nasdaq Tallinn). An investor entitled to participate in the Retail Offering may submit a subscription order for subscribing to the Offer Shares only at a price that corresponds to the upper level of the Offer Price Range, i.e. 1.30 euros per one Offer Share (Subscription Price).

An Estonian investor wishing to subscribe to the Offer Shares in the Retail Offering should contact the account operator that operates such investor’s securities account at Nasdaq CSD and submit a subscription undertaking within the Offering Period for the purchase of Offer Shares in the form set out below.

 A Latvian or Lithuanian investor wishing to subscribe for the Offer Shares in the Retail Offering should contact the financial institution which is a member of Nasdaq Tallinn and that operates such investor’s securities account and submit a subscription undertaking within the Offering Period for the purchase of Offer Shares in the form accepted by the financial institution and in accordance with the terms of Offering.

Applications in the Institutional Offering

In order to subscribe for the Offer Shares in the Institutional Offering, an application must be submitted to AS LHV Pank (the Global Lead Manager) or the Nasdaq CSD account operator or a financial institution, who is a member of the Nasdaq Tallinn, which manages the securities account of the investor, about the number of shares the investor wishes to subscribe for and the price within the Offer Price Range based on which the application is submitted (Application) during the Subscription Period. Investors have to submit the Application with a value date that enables settlement “delivery versus payment” on 4 December 2019.

The Global Lead Manager accepts the Applications of institutional investors, with whom a mutual brokerage agreement has been signed. Institutional investors, who do not have a brokerage agreement with the Global Lead Manager, should contact the account operator of Nasdaq CSD and/or a financial institution, who is a member of Nasdaq Tallinn, who manages the securities account of the respective investor, and submit an Application for subscribing to the Offer Shares  in a format accepted by the respective account operator or financial institution.

Listing and Admission to Trading of shares of Coop Pank

The Bank has applied for the listing of all its’ shares on the Baltic Main List of Nasdaq Tallinn on 7 November 2019. Trading with the shares on Nasdaq Tallinn is expected to commence on or about 9 December 2019.

Availability of Prospectus

The Prospectus and the translations of the summary of the Prospectus into Latvian and Lithuanian languages can be obtained in electronic format on the website of Coop Pank www.cooppank.ee/pakkumine and on the website of the EFSA (www.fi.ee). In addition to the above, the Prospectus and the translations of the summary into Latvian and Lithuanian are also available via the information system of Nasdaq Tallinn and an electronic or hard copy may be requested free of charge from Coop Pank and the Global Lead Manager.

Kerli Lõhmus
CFO
Tel: +372 56 800 425
e-mail: kerli.lohmus@cooppank.ee

www.cooppank.ee

Coop Pank, based on Estonian capital, is one of the five universal banks operating in Estonia. It has 15 branch offices and 28 banking points all over the country. The number of clients using Coop Pank for their daily banking has reached 58,300. Coop Pank aims to put the synergy generated by the interaction of retail business and banking to good use and to bring everyday banking services closer to people’s homes. The strategic shareholder of the bank is the domestic retail chain Coop Eesti comprising 330 stores and about 600,000 loyal customers.

Important information

This announcement is an advertisement of securities within the meaning of Regulation No 1129/2017 of the European Parliament and of the Council 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 based on information that is contained in the Prospectus and its summary. Approval of the Prospectus by the EFSA should not be understood as an endorsement of the shares of Coop Pank.

Public offering will be carried out only in Estonia, Latvia and Lithuania. 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. Coop Pank 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.