Notice on Public Offering of Subordinated Bonds of AS LHV Group

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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 11 September 2023, 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.

This is the first issue of the subordinated bonds, in the amout of up to EUR 25 million, with the possibility to increase the issue size to up to EUR 35 million, under the new bond programme. Under the new bond programme, it is possible to raise up to EUR 200 million in total.

Main terms of the offering

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LHV offers publicly up to 25,000 subordinated bonds of LHV „EUR 10.50 LHV Group subordinated bond 23-2033” with the nominal value of EUR 1,000, the maturity date of 29.09.2033 and a quarterly paid fixed interest rate offered to the investor at the rate 10.5% 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 EE3300003573.

The subscription period for the bonds will start on 12 September 2023 at 10:00 and will end on 26 September 2023 at 16:00. The offering will be targeted to Estonian retail and institutional investors.

A 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. Among other things, with subordinated bonds, the risk of conversion of liabilities and claim rights (bail-in risk) must be considered.

Timetable of the offering

12.09.2023 at 10:00 Start of the subscription period for the subordinated bonds
26.09.2023 at 16:00 End of the subscription period for the subordinated bonds
On or about 27.09.2023  Disclosing the allocation results of the subordinated bonds
On or about 29.09.2023 Transfer of the subordinated bonds to investors’ securities accounts
On or about 02.10.2023 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, a subscription undertaking to the custodian who holds the investor’s securities account opened at Nasdaq CSD SE, with the format accepted by the custodian and in accordance with the prospectus and offer conditions. The subscription undertaking must be submitted before 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 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 2 October 2023.

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 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 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 the subordinated bonds and the final terms of the offering together with the summary of the prospectus and their translations to Estonian 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 terms and conditions of the bonds, the final terms of the first issue and if necessary consult an expert.

LHV Group is the largest domestic financial group and capital provider in Estonia. LHV Group’s key subsidiaries are LHV Pank, LHV Varahaldus, LHV Kindlustus, and LHV Bank Limited. The Group employs over 990 people. As at the end of August, LHV’s banking services are used by 403,000 clients, the pension funds managed by LHV have 127,000 active clients, and LHV Kindlustus protects a total of 160,000 clients. LHV Bank, a subsidiary of the Group, holds a banking licence in the UK and provides banking services to international financial technology companies, as well as loans to small and medium-sized enterprises.

Priit Rum
Communication Manager
Phone: +372 502 0786
Email: [email protected]

Important information:
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. The offer to acquire the subordinated bonds 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, the last of which also contains the mentioned conditions and summary of prospectus. 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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