Correction: ANNOUNCEMENT OF PUBLIC OFFERING, LISTING AND ADMISSION TO TRADING OF SHARES OF AS LHV GROUP
May 17 2022 - 2:15AM
Correction: ANNOUNCEMENT OF PUBLIC OFFERING, LISTING AND ADMISSION
TO TRADING OF SHARES OF AS LHV GROUP
- Correction of the dates in the Estonian announcement text
-
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 |
Priit Rum LHV Communication Manager Phone: +372 502 0786
Email: priit.rum@lhv.ee
Important information
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.
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