Notice on Public Offering of Subordinated Bonds of AS LHV Group
AS LHV Group (hereinafter LHV) hereby announces a public offering of LHV’s subordinated bonds. The offering is conducted on the basis of the prospectus registered by the Estonian Financial Supervision and Resolution Authority (FSA) on 7 September 2020, that has been disclosed on the date of this announcement on the web pages of LHV and the FSA. The public offering of the subordinated bonds will be carried out only in Estonia and not in any other jurisdiction.
Main terms of the offering
LHV offers publicly up to 25,000 subordinated bonds of LHV „EUR 6.00 LHV Group subordinated bond 20-2030” with the nominal value of EUR 1,000, the maturity date 30.09.2030 and a quarterly paid fixed interest rate offered to the investor at the rate 6.0% per annum. In case of oversubscription of the Bonds LHV has the right to increase the offering volume by up to 10,000 additional bonds as a result of which the total number of the bonds offered in the course of the public offering may be up to 35,000. Subordinated bonds will be offered at a price of EUR 1,000 per one bond. Subordinated bonds will be issued in a dematerialised book-entry form and registered in Nasdaq CSD SE under ISIN code EE3300001791.
The subscription period for the bonds will start on 16 September 2020 at 10.00 and will end on 25 September 2020 at 16.00. The offering will be targeted to Estonian retail and institutional investors. Subordinated bond represents an unsecured debt obligation of LHV before the investor. The subordination of the bonds means that upon the liquidation or bankruptcy of LHV, all the claims arising from the subordinated bonds shall fall due and shall be satisfied only after the full satisfaction of all unsubordinated recognised claims in accordance with the applicable law.
Timetable of the offering
| 16.09.2020 at 10.00 || Start of the subscription period for the subordinated bonds |
| 25.09.2020 at 16.00 || End of the subscription period for the subordinated bonds |
| On or about 28.09.2020 || Disclosing the allocation results of the subordinated bonds |
| On or about 30.09.2020 || Transfer of the subordinated bonds to investors’ securities accounts |
| On or about 01.10.2020 || Expected listing of the subordinated bonds and admission to trading on the regulated market operated by Nasdaq Tallinn AS (on the Baltic Bond List of the Nasdaq Tallinn Stock Exchange) |
Submitting subscription undertakings
In order to subscribe for the subordinated bonds, an investor has to submit during the subscription period to the custodian who holds the investor’s securities account opened at Nasdaq CSD SE a subscription undertaking, which has to contain the following data:
| Owner of the securities account: || Name of the investor who submitted the subscription undertaking |
| Securities account: || Number of the investor’s securities account |
| Custodian: || Name of the investor’s custodian |
| Security: || EUR 6.00 LHV Group subordinated bond 20-2030 |
| ISIN code: || EE3300001791 |
| Amount of securities: || The number of bonds determined by the investor |
| Price (per bond): || EUR 1,000 |
| Transaction amount: || The total amount of the transaction (the number of bonds determined by the investor multiplied by price per one bond) |
| Counterparty: || AS LHV Group |
| Securities account of counterparty: || 99100539709 |
| Custodian of the counterparty: || AS LHV Pank |
| Value date of the transaction: || 30.09.2020 |
| Type of transaction: || “subscription” |
| Type of settlement: || “delivery versus payment” |
The subscription undertaking will be forwarded to Nasdaq CSD SE.
Listing and Admission to Trading of Subordinated Bonds
LHV intends to submit an application to Nasdaq Tallinn AS for the listing and admission to trading of the LHV’s subordinated bonds on the Baltic Bond List of the Nasdaq Tallinn Stock Exchange. The expected date of listing and admission to trading is on or about 1 October 2019.
While every effort will be made and due care will be taken in order to ensure the listing and the admission to trading of the subordinated bonds, LHV cannot ensure that the subordinated bonds will be listed and admitted to trading.
Availability of Prospectus and Terms of the Offering
The Prospectus of LHV has been published and can be obtained in electronic format from LHV’s website https://investor.lhv.ee and from the website of the Financial Supervision Authority https://www.fi.ee. Additionally, the Estonian translation of the Prospectus has been disclosed previously and made available together with the Prospectus on the LHV website https://investor.lhv.ee and is also available through the information system of Nasdaq Tallinn Stock Exchange. The terms and conditions of LHV’s subordinated bonds have been published and can be obtained in electronic format from LHV’s website https://investor.lhv.ee/.
Before investing into LHV’s subordinated bonds we ask you to acquaint yourself with the prospectus, the final terms and conditions of the offering and if necassary consult and expert.
LHV Group is the largest domestic financial group and capital provider in Estonia. LHV Group's key subsidiaries are LHV Pank and LHV Varahaldus. LHV employs over 470 people. LHV’s banking services are used by more than 227,000 clients, and pension funds managed by LHV have about 181,000 active clients. Additionally, LHV’s UK branch offers banking infrastructure to more than 120 financial service providers, that in turn intermediate LHV’s payment services to their customers around the world.
Phone: +372 502 0786
This notice is an advertisement for securities within the meaning of the Regulation No 2017/1129/EU of 14 June 2017 of the European Parliament and of the Council European Parliament and does not constitute an offer to sell subordinated bonds or invitation to subscribe to subordinated bonds. An offer to subscribe to subordinated bonds should be made and each investor should make any decision to invest in the bonds only on the basis of the information contained in the prospectus. The registration of a prospectus by the Financial Supervision Authority is not considered to be a recommendation for subordinated bonds.
The information contained in this notice is not intended to be published, distributed or transmitted, in whole or in part, directly or indirectly, in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, or in any other country or circumstance where publication, sharing or transmission would be unlawful. Subordinated bond will be publicly offered only in the Republic of Estonia and the sale or offer of the bonds shall not take place in any jurisdiction where such offer, invitation or sale would be unlawful without the exception or qualification of law.