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 and Resolution Authority (the EFSA) on 16 May 2022 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 4 May 2022 resolution of the Supervisory Board of LHV, on the basis of the right arising from the Articles of Association as amended by the resolution of the Annual General Meeting of LHV held on 30 March 2022, to increase the share capital of LHV by issuing up to 694,444 ordinary shares (with the option to increase the Offering volume to up to 972,222 ordinary shares) with the nominal value of 1 euro (the Offer Shares). The subscription price of Offer Shares is EUR 36 per one new share, of which EUR 1 is the nominal value and EUR 35 is the share premium (the Offer Price).
The existing shareholders of LHV have a pre-emptive right to subscribe for new shares. The list of 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 13 May 2022 and on that basis, 705,762 Subscription Rights will be issued (the Subscription Right). The ISIN code for the Subscription Rights is EE3700080742 and the rights will be transferred on 17 May 2022, 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 the Baltic Main List of the Nasdaq Tallinn Stock Exchange. Trading with the Subscription Rights is expected to commence on 18 May 2022 and is expected to end on 30 May 2022. Persons who are not 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 receive 1 Offer Share in the allocation. Owning a Subscription Right does not equal subscribing to Offer Shares and in order to participate in the Offering investors need to submit a subscription undertaking of the Offer Shares. If desired, investors may subscribe for more Offer Shares than owned with Subscription Rights. In case of oversubscription, the Supervisory Board has the right to increase the offer size and, in that case, the Offer Shares not subscribed by the investors holding Subscription Rights and resulting from the increase of the Offering volume will be distributed between the oversubscribed investors in accordance with the terms and conditions set out in the Prospectus.
The Subscription Period for the Offer Shares commences on 18 May 2022 at 10:00 local time in Estonia and concludes on 1 June 2022 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 2 June 2022.
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 ERS and submit a subscription undertaking. 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). The subscription undertaking will be forwarded to ERS.
Listing and admission to trading of the Offer Shares
LHV plans to apply for the listing and the admission to trading of the Offer Shares on the regulated market (Baltic Main List of the Nasdaq Tallinn Stock Exchange). It is estimated that trading with the Offer Shares will commence on or about 14 June 2022 following the registration of the Offer Shares at the Estonian Commercial Register and ERS.
Availability of the Prospectus
The prospectus is disclosed and can be obtained in an electronic format on the website of LHV investor.lhv.ee/en and on the website of the EFSA fi.ee. The translation of the prospectus in Estonian can be obtained in an electronic format on the website of LHV 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:
|18 May 2022||Start of Subscription Period, start of trading with Subscription Rights on Nasdaq Tallinn Stock Exchange|
|30 May 2022||Trading with Subscription Rights on Nasdaq Tallinn Stock Exchange ends|
|1 June 2022||End of Subscription Period|
|On or about 2 June 2022||Announcement of the results of the Offering|
|On or about 3 June 2022||Settlement of the Offering (during the settlement, the Offer Shares will carry a temporary ISIN)|
|On or about 10 June 2022||Registration of the Offer Shares in the Estonian Commercial Register|
|On or about 14 June 2022||The Offer Shares will receive the permanent ISIN EE3100073644|
|On or about 14 June 2022||First trading day of the Offer Shares on Nasdaq Tallinn Stock Exchange|
LHV Communication Manager
Phone: +372 502 0786
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 and Resolution Authority and made public on the day of the announcement of public offering. The Prospectus is available on the websites of the Estonian Financial Supervision and Resolution Authority and AS LHV Group on addresses fi.ee and 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 and Resolution 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.