Notice of the public offering of Hepsor AS bonds
Hepsor AS (registry code 12099216, address Järvevena tee 7b, 10112, Tallinn, Estonia; Hepsor) announces a bond programme (Programme) in the total amount of EUR 20 million and a public offering (hereinafter Offer) of the first series of bonds under the Programme. As part of the offer, Hepsor will raise up to EUR 6 million, with the possibility of increasing the volume to EUR 8 million. The offer will be conducted on the basis of the main prospectus (hereinafter Prospectus) prepared by Hepsor and approved by the Estonian Financial Supervision Authority on 10 November 2025, and published on the websites of Hepsor and the Estonian Financial Supervision Authority on the date of this announcement. The Offer is intended for retail and institutional investors operating in Estonia, Latvia, and Lithuania.
The main conditions of the Offer
| Issuer | Hepsor AS |
| Security | EUR 9.50 Hepsor AS bond 25-2028 |
| Security type | Unsecured and unsubordinated bond |
| Serial number | 1 |
| ISIN | EE0000002749 |
| Type of offering | Public offering intended for retail and institutional investors operating in Estonia, Latvia, and Lithuania. |
| Issue volume | EUR 6 million, with the possibility of it increasing up to EUR 8 million |
| Nominal value | EUR 1,000 |
| Interest rate | 9.50 % per annum |
| Financial covenant | - The share of equity in assets must always be at least 20%; - Ensure minimum liquidity at all times to make at least the next interest payment. |
| Interest payments | Quarterly (26 February, 26 May, 26 August, and 26 November) |
| Subscription period | 12 November 2025, 10:00 – 21 November 2025, 15:30 |
| Value Date | 26 November 2025 |
| Maturity date | 26 November 2028 |
| Request for admission to trading | List of Baltic bonds on the Nasdaq Tallinn Stock Exchange |
| First trading day | 27 November 2025 or a date close to it |
| Prospectus approved | 10 November 2025 by the Estonian Financial Supervision Authority |
| Arranger | AS LHV Pank |
| Legal Adviser | Ellex Raidla Law Firm |
Bonds are unsecured and unsubordinated. This means that they are not secured by any pledged assets or other collateral, and investors’ claims do not have priority over Hepsor’s other liabilities.
The proceeds from the offer will be used to refinance Hepsor’s existing EUR 6 million loan agreement with AS LHV Pank. In the event that Hepsor decides to increase the volume of the first series issue, the funds remaining from the refinancing will be directed towards the financing of real estate development projects in Hepsor’s development portfolio.
Further details of the offer are described in the Prospectus and in the summary of the Prospectus.
Indicative schedule of the offer
| Beginning of the subscription period | 12 November 2025 at 10:00 |
| End of the subscription period | 21 November 2025 at 15:30 |
| Disclosure of Offer results | 24 November 2025 or a date close to it |
| Offer settlement | 26 November 2025 or a date close to it |
| First day of trading in the list of Baltic bonds on the Nasdaq Tallinn Stock Exchange | 27 November 2025 or a date close to it |
Submission of subscription orders
In order to subscribe to the bonds as part of the Offer, the investor must have a securities account with the account operator of the Nasdaq CSD SE Estonian branch or with a financial institution that is a member of Nasdaq Riga or Nasdaq Vilnius stock exchange.
An investor wishing to subscribe to the bonds must contact the account operator that manages the securities account of the respective investor or the relevant financial institution and submit a subscription order in the form below to mark the bonds during the offer period. By submitting a subscription order, the investor authorises the account operator or the relevant financial institution that manages the current account associated with the investor’s securities account to immediately block the total amount of the transaction in the investor’s current account until settlement is completed or the funds are released in accordance with the conditions set out in the Prospectus.
| Holder of the securities account: | Investor’s name |
| Securities account: | Investor’s securities account number |
| Account operators: | Name of the investor’s account operator: |
| Security: | EUR 9.50 Hepsor AS bond 25-2028 |
| ISIN code: | EE0000002749 |
| Number of securities: | the number of bonds to which the investor wants to subscribe |
| Price (per bond): | EUR 1,000 |
| Transaction amount: | the number of bonds to which the investor wants to subscribe, multiplied by the price (per bond) |
| Counterparty to the transaction: | Hepsor AS |
| Securities account of the counterparty to the transaction: | 99102109519 |
| Account operator for the counterparty to the transaction: | AS LHV Pank |
| Transaction value date: | 26 November 2025 |
| Type of transaction: | ‘transfer of securities against payment’ |
Admission of Hepsor Bonds to Trading
Hepsor requests that the operator of the Tallinn Stock Exchange list the bonds issued as part of the Offer in the Baltic Bond List. Although Hepsor makes every effort to ensure that its bonds are admitted to trading, Hepsor cannot guarantee the admission of its bonds to trading.
Availability of the Prospectus
The prospectus and the summary of the Prospectus have been made public and are available in electronic form on Hepsor’s website at and on the Estonian Financial Supervision Authority’s website at . The terms and conditions of Hepsor’s bonds have been made public and are available in electronic form on Hepsor’s website at
Investor Event
Hepsor invites all interested parties to an event presenting Hepsor and the Offer on 13 November 2025 at 16:00 at Manufaktuuri 3, Tallinn (registration:), and on 14 November 2025 at 16:00, at Gustava Zemgala gatve 74, Riga (registration: ).
Before investing in bonds, we ask that you familiarise yourself with the Prospectus, its summary, the bond terms and conditions, and the final terms and conditions in their entirety, and consult with an expert, if necessary.
Martti Krass
Member of the Management Board
Phone:
E-mail:
Hepsor AS () is a developer of residential and commercial real estate. The Group operates in Estonia, Latvia, and Canada. In fourteen years of operation, we have created 2,003 homes and nearly 44,787 m2 of commercial space. Hepsor is the first developer in the Baltic states to implement a number of innovative engineering solutions that make the buildings it constructs more energy efficient, and thus more environmentally friendly. The company’s portfolio includes 25 development projects with a total area of 178,200 m2. In addition, the group is active in five projects in Canada, where the main activity is the preparation of detailed spatial plans for land, thereby achieving greater building rights.
Important information
This notice is an advertisement for securities within the meaning of Regulation 2017/1129/EU of the European Parliament and of the Council of 14 June 2017. Each investor must make an investment decision solely on the basis of the information contained in the Prospectus, its summary, the terms and conditions of the bond, and the final terms and conditions. The approval of the Prospectus by the Financial Supervision and Resolution Authority shall not be regarded as an endorsement of Hepsor’s bonds.
The information contained in this notice is not intended to be published, shared or transmitted, in whole or in part, directly or indirectly, in countries or under circumstances in which publication, distribution, or transmission would be unlawful, or to persons subject to financial sanctions by competent authorities. Hepsor’s bonds are only being offered publicly in Estonia, Latvia, and Lithuania, and no sale or offer of bonds takes place in any jurisdiction where such an offer, solicitation, or sale would be illegal without a statutory exemption or qualification, or to persons subject to financial sanctions by competent authorities. The bonds are only being offered publicly on the basis of the Prospectus, its summary, the terms and conditions of the bonds and the final terms and conditions, and the Offer is only directed to the persons to whom the Prospectus is addressed. This notice has not been endorsed by any supervisory authority and is not a prospectus.
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