Baltic Horizon Fund / Northern Horizon Capital
Baltic Horizon Fund announcement of secondary public offering
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Northern Horizon Capital AS announces the offering of up to 17,292,062 new units of Baltic Horizon Fund (the Offer Units). The number of new Offer Units may be further increased by 17,292,062 (i.e. up to 34,584,124 Offer Units in total) in case Northern Horizon Capital AS decides to utilize the upsizing option. Proceeds from the offering will be used to fund the development of already owned investment properties and also to acquire new properties and thus achieve wider diversification of the fund’s portfolio.
The offering will be available to retail investors in Estonia and Lithuania and institutional investors in selected European Economic Area jurisdictions. Northern Horizon Capital AS plans to list the Offer Units both on Nasdaq Tallinn and on Nasdaq Stockholm.
The offering is based on a prospectus for public offering and listing of the Offer Units, registered by the Estonian Financial Supervision Authority on 5 October 2020 (the Prospectus), together with its summary in Lithuanian language that are electronically available on the website of Baltic Horizon Fund www.baltichorizon.com (Fund Website) and on the website of the Estonian Financial Supervision Authority www.fi.ee. Key Investor Information Document (KIID) in English, Estonian and Lithuanian and the Estonian language translation of the Prospectus are available on the Fund Website. An investor may ask Northern Horizon Capital AS to send the Prospectus together with its summary and KIID electronically by e-mail or request hard copies by sending an e-mail to firstname.lastname@example.org.
Overview of the key terms of the offering:
1. The offer period, during which it is possible to subscribe for Offer Units, commences at 10:00 on 8 October 2020 and ends at 16:00 on 22 October 2020 (EEST, Estonian time). Northern Horizon Capital AS has a right to prolong the offer period before the end of the offer period for a maximum of two weeks by announcing new timetable on Fund Website and through stock exchange announcement.
2. In order to subscribe to Offer Units, an investor should contact AS Redgate Capital and register a transaction instruction for the purchase of Offer Units in the form set out by AS Redgate Capital. Retail investors in Estonia should contact a custodian that handles their securities account at the Estonian Register of Securities. Retail investors in Lithuania must contact the financial institution, which is a member of Nasdaq Baltic exchange (Tallinn Stock Exchange).
3. The offer price per Offer Unit is EUR 1.1566 which corresponds to the year-to-date weighted average price of Baltic Horizon Fund units on the Nasdaq Tallinn until a date preceding 7 calendar days to first day of the subscription period. 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. Baltic Horizon Fund has one class of units and the Offer Units are from the same class.
This announcement is not a prospectus. For a more detailed overview of Baltic Horizon Fund and terms of the offering, please refer to the Prospectus.
The timetable below lists key dates related to the offering:
| 8 October 2020 || Commencement of the offer period |
| 22 October 2020 || End of the offer period |
| On or about 23 October 2020 || Northern Horizon Capital AS will decide on the allocation of Offer Units and announce the results of the offering |
| On or about 27 October 2020 || Delivery of the allocated new units to investors and payment for the new units. The value date of the settlement will be 28 October 2020 and the settlement is expected to take place during the night-time settlement cycle of T2S settlement platform starting at 21:00 (Estonian time) on 27 October 2020 |
| On or about 28 October 2020 || Start of trading on Nasdaq Tallinn |
| On or about 28 October 2020 || Start of trading on Nasdaq Stockholm |
For additional information, please contact:
Baltic Horizon Fund manager
Baltic Horizon Fund is a registered contractual public closed-end real estate fund 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 does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there 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. 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. The 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 having professional experience in matters relating to investments falling within the definition of “investment professionals” falling within Article 19(5) of UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) persons who are high net worth and others as described in Article 49(2)(a) to (d) of the Order; or (iii) persons to whom distributions may otherwise lawfully be made or otherwise in circumstances which do not require publication by the issuer of a prospectus pursuant to section 85(1) of the UK Financial Services and Markets Act 2000.