NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Northern Horizon Capital AS announces the plan for public offering of Swedish depository receipts (the „SDRs“).
The offering of SDRs is intended to be directed to the unitholders holding the units of Baltic Horizon Fund (the „Units“) trading on Nasdaq Stockholm (the „Swedish Investors“). The offering of the SDRs (the „Offering“) would be carried out as a response to the termination of the affiliation agreement with Euroclear Sweden AB (the „Euroclear Sweden“) for keeping the Units registered with its book entry system in Sweden due to a strategic decision by Nordea Bank Abp to exit its Nordic sub-custody business.
Each one (1) Unit would grant the Swedish Investor a right to convert it into one (1) SDR. Northern Horizon Capital AS intends to appoint Nordic Issuing AB as the issuer of the SDRs. The SDRs would be issued in the Swedish book-entry system maintained by Euroclear Sweden. The SDRs would be issued in Swedish kronas and will be created under, and would be governed by, the laws of Sweden. The SDRs are intended to be listed on Nasdaq Stockholm. No new Units would be issued as part of the Offering.
Northern Horizon Capital AS has submitted an application to register a new public offering and listing prospectus with the Swedish Financial Supervision Authority. The details of the offering, the SDR conversion period and the terms of subscription will be disclosed upon registration of the prospectus.
If a Swedish Investor remains passive and does not instruct the Units to be converted into the SDRs or alternatively to be transferred to Nasdaq CSD (Estonia) prior to 4 November 2022, Euroclear Sweden will appoint a sales agent to sell such Units and pay out the proceeds (less sales costs and any applicable taxes) to the cash account connected with the respective Swedish Investor’s securities account.
If a Swedish Investor has already transferred its Units to Nasdaq CSD (Estonia) but wishes to participate in the SDR structure then please contact your account operator for the purposes of exploring the possibility of re-transferring the Units back to Nasdaq Stockholm before the SDR program is fully launched.
For additional information, please contact:
Tarmo Karotam
Baltic Horizon Fund manager
E-mail tarmo.karotam@nh-cap.com
www.baltichorizon.com
Baltic Horizon Fund is a registered contractual public closed-end real estate fund that is managed by Alternative Investment Fund Manager license holder Northern Horizon Capital AS.
Distribution: GlobeNewswire, Nasdaq Tallinn, Nasdaq Stockholm, www.baltichorizon.com
The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. The offering will be carried out based on registered prospectus and the details of the offering, the conversion period and the terms of subscription will be disclosed upon registration of the prospectus. The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or such other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful.
This communication does not constitute an offer of securities for sale in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This communication does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. Consequently, this communication is directed only at (i) persons having professional experience in matters relating to investments falling within the definition of “investment professionals” falling within Article 19(5) of UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) persons who are high net worth and others as described in Article 49(2)(a) to (d) of the Order; or (iii) persons to whom distributions may otherwise lawfully be made or otherwise in circumstances which do not require publication by the issuer of a prospectus pursuant to section 85(1) of the UK Financial Services and Markets Act 2000.
