Notice on Public Offering of Subordinated Bonds of LHV Group

AS LHV Group (hereinafter LHV) hereby announces a public offering of LHV’s subordinated bonds. The offering is conducted on the basis of the prospectus affirmed by the Estonian Financial Supervision and Resolution Authority (FSA) on 28 October 2024, that has been disclosed on the date of this announcement on the web pages of LHV and the FSA. The public offering of the subordinated bonds will be carried out in Estonia, Latvia and Lithuania.

This is the second issue of subordinated bonds, in the amount of up to EUR 20 million, under the bond programme confirmed in 2023. Under the bond programme EUR 35 million worth of subordinated bonds have previously been issued and altogether it is possible to raise up to EUR 200 million.

Main Terms of Offering

LHV offers publicly up to 20,000 subordinated bonds of LHV „EUR 6.00 LHV Group subordinated bond 24-2034” with the nominal value of EUR 1,000, the maturity date of 15 November 2034 and a quarterly paid fixed interest rate offered to the investor at the rate 6% per annum. Subordinated bonds will be offered at a price of EUR 1,000 per one bond. Subordinated bonds will be issued in a dematerialised book-entry form and registered in Nasdaq CSD SE under ISIN code EE3300004993.

The subscription period for the bonds will start on 29 October 2024 at 10:00 and will end on 12 November 2024 at 16:00. The subordinated bond offering is intended for retail and institutional investors operating in Estonia, Latvia, and Lithuania and made possible for the clients of account-managing financial institutions that are members of the Estonian securities settlement system.

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

Timetable of Offering

Submitting Subscription Undertakings 

In order to subscribe for the subordinated bonds an investor has to submit, during the subscription period, a subscription undertaking to the custodian who holds the investor’s securities account opened at Nasdaq CSD SE, 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

LHV intends to submit an application to Nasdaq Tallinn AS for the listing and admission to trading of the LHV’s 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 18 November 2024.

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, LHV cannot ensure that the subordinated bonds will be listed and admitted to trading.

Availability of Prospectus and Terms of Offering

The Prospectus has been published and can be obtained in electronic format from LHV’s website  and from the website of the FSA . Additionally, the Estonian translation of the Prospectus has been disclosed and made available together with the Prospectus on the LHV website  and is also available through the information system of Nasdaq Tallinn Stock Exchange. The terms and conditions of the subordinated bonds and the final terms of the offering together with the summary of the prospectus and their translations to Estonian, Latvian and Lithuanian have been published and can be obtained in electronic format from LHV’s website .

Before investing into LHV’s subordinated bonds we ask you to acquaint yourself with the prospectus, the terms and conditions of the bonds, the final terms and if necessary consult an expert.

LHV Group is the largest domestic financial group and capital provider in Estonia. The LHV Group’s key subsidiaries are LHV Pank, LHV Varahaldus, LHV Kindlustus, and LHV Bank Limited. The Group employs nearly 1,200 people. As at the end of September, LHV’s banking services are being used by 445,000 clients, the pension funds managed by LHV have 116,000 active clients, and LHV Kindlustus protects a total of 169,000 clients. LHV Bank Limited, a subsidiary of the Group, holds a banking licence in the United Kingdom and provides banking services to international financial technology companies, as well as loans to small and medium-sized enterprises.

Priit Rum

Communications Manager

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Important information:

This information is an advertisement of securities within the meaning of Regulation (EU) 2017/1129 and does not constitute an offer of bonds of AS LHV Group or an invitation to subscribe for or acquire bonds. The offer of the bonds will be made on the basis of the Terms and Conditions of the Prospectus published on the day of the public offer of the bonds and approved by the Finantsinspektsioon (Estonian Financial Supervision and Resolution Authority), and the Final Terms of the First Issue. The Prospectus is available on the websites of the Finantsinspektsioon and AS LHV Group at  and , respectively, where the Terms and Conditions referred to and the Summary of the Prospectus are also available. Investors should read the information published in the Prospectus, its Terms and Conditions, and the Final Terms of the First Issue before making an investment decision in order to understand all the facts relating to the investment. The approval of the prospectus by the Finantsinspektsioon does not constitute an approval of AS LHV Group or the securities offered. The bonds are publicly offered in the Republic of Estonia, the Republic of Latvia, and the Republic of Lithuania.

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