Notice on Public Offering of Subordinated Bonds of AS Inbank

AS Inbank (hereinafter Inbank) hereby announces a public offering of Inbank subordinated bonds (hereinafter Offering). The Offering is conducted on the basis of the base prospectus approved by the Estonian Financial Supervision Authority (hereinafter FSA) on 27 November 2023, that has been published on the date of this announcement on the web pages of Inbank and the FSA (hereinafter Prospectus), and the final terms of the bonds. The public offering of the subordinated bonds will be carried out only in Estonia and not in any other jurisdiction.

The Offering is the second series of Inbank's bond programme that started in 2021, under which Inbank can issue bonds worth up to 35 million euros over 3 years.

Main terms of the offering 

During the Offering, Inbank offers publicly 6,000 subordinated bonds of “EUR 9.0 Inbank subordinated bond 23-2033” with the maturity date of 13 December 2033 and fixed interest rate of 9% per annum paid quarterly. In case of oversubscription of the bonds, Inbank has the right to increase the volume of the Offering by up to 6,000 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 12,000. The subordinated bonds are offered at a price of EUR 1,000 per bond. Subordinated bonds are registered in Nasdaq CSD SE under ISIN code EE3300003714.

The subscription period for the bonds starts on 29 November at 10:00 and ends on 8 December 2023 at 16:00. The offering will be targeted to all retail and institutional investors in Estonia. Additionally, Inbank may choose to offer the bonds issued under the Programme to investors in and outside Estonia by private placement and to qualified investors in accordance with Article 1(4)(a) and (b) of Regulation 2017/1129/EU.

A subordinated bond represents an unsecured debt obligation of Inbank before the investor. The subordination of the bonds means that upon the liquidation or bankruptcy of Inbank, all 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 write down or conversion of liabilities and claim rights (bail-in risk) must be considered.

Detailed information is available in the Prospectus and in the summary of the Prospectus. 

Timetable of the offering

29 November 2023 at 10:00Subscription period starts
8 December 2023 at 16:00Subscription period ends
On or about 11 December 2023Disclosing the allocation results of the subordinated bonds
13 December 2023Settlement of the Offering
On or about 14 December 2023Expected listing of the subordinated bonds and admission to trading 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 to the custodian who holds the investor’s securities account opened at Nasdaq CSD SE a subscription undertaking, 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

Inbank intends to submit an application to Nasdaq Tallinn AS for the listing and admission to trading of the 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 14 December 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, Inbank cannot ensure that the subordinated bonds will be listed and admitted to trading. 

Availability of the Prospectus and final terms of the bonds

Inbank Prospectus and the final terms of the second series of bonds together with a summary have been published and can be obtained in electronic format from Inbank’s website and from the website of the Financial Supervision Authority Additionally, the Prospectus and the final terms of the second series of bonds together with a summary are available through the information system of Nasdaq Tallinn Stock Exchange.

Before investing in Inbank’s subordinated bonds we kindly ask you to acquaint yourself with the Prospectus, its annexes, the final terms of the second series of bonds and the summary in full and if necessary, consult with an expert.

Inbank is a financial technology company with an EU banking license that connects merchants, consumers and financial institutions on its next generation embedded finance platform. Partnering with 5,400+ merchants, Inbank has 894,000+ active contracts and collects deposits across 8 European markets. Inbank bonds are listed on the Nasdaq Tallinn Stock Exchange.

Additional information:
Marko Varik
+372 5690 0286

Important information

This notice is an advertisement for securities within the meaning of 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. An offer to subscribe to subordinated bonds should be made and each investor should make any decision to invest in the bonds only on the basis of the information contained in the Prospectus and the final terms of the first series of bonds and if necessary, consult with an expert. The approval of a Prospectus by the Financial Supervision Authority is not considered to be a recommendation for subordinated bonds.

The information contained in this notice is not intended to be published, distributed or transmitted, in whole or in part, directly or indirectly, in the United States, Canada, Hong Kong, Japan, Singapore, South Africa, or in any other country or circumstance where publication, sharing or transmission would be unlawful. Subordinated bonds will be publicly offered only in the Republic of Estonia and the sale or offer of the bonds shall not take place in any jurisdiction where such offer, invitation or sale would be unlawful without the exception or qualification of law.



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