AS Baltika (registry code 10144415) (“Baltika”) announces public offering (the “Offering”) of the convertible bonds (“Bond”) in Estonia.
Convertible Bonds offered
The Offering comprises of 900 Bonds with issuance price of 5,000 euros, total of 4,500,000 euros. The Bonds carry an annual interest rate of 6% and the term of the Bonds is two years. Bond holder has a right to exchange Bonds for Baltika’s shares at the end of Bonds term. Each Bond gives to its owner the right to subscribe for 15,625 shares with the subscription price of 0.32 euros. The convertible Bonds are offered to Baltika's shareholders and to the public in Estonia. 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 2017 at 08:00 (Estonian time, GMT+3) shall be granted the pre-emptive right to subscribe for the Bonds. Offer period starts from 14 July 2017 at 10:00 (Estonian time, GMT+3) and terminates at 14:00 (Estonian time, GMT+3) on 16 August 2017 (the “Offer Period”).
The shareholders have a pre-emptive right 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, the largest shareholder of AS Baltika has signed the obligation to subscribe for Bonds in the amount of 3,600,000 euros. KJK Fund Sicav-SIF will participate in the Offering as all other investors.
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 markimine@lhv.ee. 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 16 August 2017 at 16:00 (Estonian time, GMT+3). The transaction amount to be transferred will be equal to the Offer Price multiplied by the maximum number of Bonds subscribed. In a case where Investor who is also holding J-Bonds would like to settle these with K-Bonds, the transaction amount to be transferred will be equal to the Offer Price multiplied by the maximum number of Bonds subscribed minus the settlement amount (up to in a total amount of J-Bonds owned by Investor together with accrued interest).
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.
Schedule for Offering
The following are indicative key dates related to the Offering.
| 08 May 2017 | The Annual General Meeting decides the issuance of Bonds |
| 14 July 2017 at 08:00 (Estonian time, GMT+3) | The list of shareholders is fixed for the use of pre-emptive right to subscribe for the Bonds |
| 14 July 2017 at 10:00 (Estonian time, GMT+3) | Offer period commences to subscribe for the Bonds |
| 20 July 2017 | Unaudited financial results, second quarter and 6 months of 2017 |
| 26 July 2017 at 14:00 (Estonian time, GMT+3) | Application to exchange J-series convertible bonds for K-series convertible bonds |
| 16 August 2017 at 14:00 (Estonian time, GMT+3) | Offer period ends |
| 16 August 2017 at 16:00 (Estonian time, GMT+3) | Payment term |
| 16 August 2017 | Issuance of Bonds |
| 17 August 2017 | Publication of the results of the Offering |
Prospectus
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 (http://www.baltikagroup.com). 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.
Maigi Pärnik-Pernik
Member of the Management Board
maigi.parnik@baltikagroup.com