Notice of public offering of convertible bonds
AS Baltika (registry code 10144415) (“Baltika”) announces public offering (the “Offering”) of the convertible bonds (“Bond”) in Estonia.
1.Convertible Bonds offered
The Offering comprises of 600 Bonds with issuance price of 5,000 euros, total of 3 000 000 euros. Bonds are offered to Baltika’s shareholders and to the public in Estonia with the issue of convertible bonds. Also, investors outside Estonia may participate provided that they act in accordance with the laws of their jurisdiction. The Offering shall take place in Estonia.
The Company’s shareholders fixed in the share register on 14 July 2014 at 08:00 (Estonian time, GMT+2) shall be granted the pre-emptive right to subscribe for the Bonds. Offer period starts from 14 July 2014 at 10:00 (Estonian time, GMT+2) and terminates at 14:00 (Estonian time, GMT+2) on 28 July 2014 (the “Offer Period”).
The shareholders have a pre-emptive right to subscribe for the Bonds in proportion to the sum of the nominal value of the shareholder’s shares.
Therefore shareholders will be entitled to a preferential allocation of Bonds in the Offering before other investors. The Bonds that have not been allocated in the course of the Preferential Allocation (i.e. Remaining Bonds) will be divided pro rata to the subscription amount of current shareholders outstanding Bonds subscriptions after Preferential Allocation and among investors who subscribed for Bonds without any shareholders pre-emptive rights.
The Offering is not guaranteed by any person in the meaning of the Securities Market Act. However, KJK Fund, Sicav-SIF has signed the obligation to subscribe for all Bonds. For fulfilling the obligation, KJK Fund, Sicav-SIF shall submit the Subscription Order in the amount of 3,000,000 euros and will participate in the Offering as all other investors.
2.Procedure for subscription application and payment
The Management Board has nominated AS LHV Pank to act as an Agent and to collect and accept the Subscription Applications, to collect payments and after the allocation of Bonds return funds to investors to whom Bonds were allocated less than subscribed for.
An investor wishing to submit a Subscription Application should send the filled and signed document to the Agent. Paper form Subscription Applications should be sent to AS LHV Pank Tartu mnt 2, Tallinn. Digitally signed applications should be sent to email@example.com. The Subscription Application is made public together with the prospectus and is also available for download on www.baltikagroup.com.
An investor shall make the payment to the Agent account EE397700777000310434 by no later than on 28 July 2014 at 16:00 (Estonian time, GMT+2). The transaction amount to be transferred will be equal to the Offer Price multiplied by the maximum number of Bonds subscribed.
If the allocation deviates from the amount of Bonds applied for, the funds transferred to Agent account, or the part thereof (the amount in excess of payment for the allocated Bonds) shall be returned by the Agent within three banking days after the allocation is announced.
Bonds shall be registered with the Estonian Central Registry of Securities (Eesti Väärtpaberite Keskregister). The respective application shall be made within three (3) business days to the Estonian Central Registry of Securities from the Bonds Issue Date.
3.Schedule for Offering
The following are indicative key dates related to the Offering.
|28 April 2014||The Annual General Meeting decides the issuance of Bonds|
|14 July 2014 at 08:00 (Estonian time, GMT+2)||The list of shareholders is fixed for the use of pre-emptive right to subscribe for the Bonds|
|14 July 2014 at 10:00 (Estonian time, GMT+2)||Offer period commences to subscribe for the Bonds|
|28 July 2014 at 14:00 (Estonian time, GMT+2)||Offer period ends|
|28 July 2014 at 16:00 (Estonian time, GMT+2)||Payment term|
|28 July 2014||Issuance of Bonds|
|29 July 2014||Publication of the results of the Offering|
Before participating in the Offering, we recommend investors carefully examine the prospectus prepared for the Offering. The prospectus contains detailed information concerning the Company and the Offering.
The prospectus and its summary in Estonian are available in an electronic form on the website of the Financial Supervision Authority (http://www.fi.ee) and on the website of the Company. A paper copy of the prospectus and its summary in Estonian are available in the office of Baltika at Veerenni 24, Tallinn, B entrance, 5th floor (on business days from 9:00 a.m. to 5:00 p.m.) until the end of the Offer Period.