Notice on public offering of Swedish Depository Receipts of Baltic Horizon Fund in Sweden
Northern Horizon Capital AS hereby announces the offering of up to 119,635,429 of Baltic Horizon Fund's („Fund“) Swedish Depository Receipts (the "SDR") in Sweden (the „SDR Offering“). Northern Horizon Capital has appointed Nordic Issuing AB (“Nordic Issuing”), a Swedish licenced investment firm, as the issuer of SDRs. The SDR Offering is conducted on the basis of the prospectus approved by the Swedish Financial Supervisory Authority (the „Swedish FSA“) on 30 September 2022, which has been published on the date of this notice on the website of Baltic Horizon Fund () and will be published on the website of the Swedish FSA () („Prospectus“). The SDR Offering is carried out only in Sweden and not in any other jurisdiction. The SDR Offering is directed to the unitholders holding the units of Baltic Horizon Fund (the „Units“) trading on Nasdaq Stockholm (the „Swedish Investors“).
The reason for the SDR Offering is to enable the Swedish Investors to convert respective Units into the SDRs. The aforementioned is a response to Euroclear Sweden AB’s decision to terminate the affiliation agreement with the Fund for keeping Units registered with its book entry system in Sweden that is taking place due to a strategic decision by Nordea Bank Abp to exit its Nordic sub-custody business. Since the issue of the SDRs are made through conversion of Units only, there will be no new proceeds for the Baltic Horizon Fund to utilise by way of this SDR issue.
Northern Horizon Capital AS plans to list the SDRs on Nasdaq Stockholm.
OVERVIEW OF THE KEY TERMS OF THE SDR OFFERING
- The offer period, during which it is possible to submit conversion order for converting Units into SDRs, commences at 10:00 CEST on 3 October 2022 and ends at 12:00 CEST on 17 October 2022. Northern Horizon Capital AS has a right to prolong the offer period before the end of the SDR offer period up until 28 October 2022 by announcing new timetable on Fund’s website and through stock exchange announcement.
- In order to submit conversion order, the Swedish Investor should contact Nordic Issuing and register a transaction instruction for the conversion of Units into SDRs in the form set out by Nordic Issuing.
- Each one (1) Unit gives the Swedish Investor a right to convert it into one (1) SDR.
This announcement is not a prospectus. For a more detailed overview of Baltic Horizon Fund and terms of the offering, please refer to the Prospectus.
KEY DATES
The timetable below lists key dates related to the offering:
| 3 October 2022 | Commencement of the SDRs offer period |
| 13 October 2022 | Last day of trading the Units on Nasdaq Stockholm |
| 17 October 2022 | End of the SDR offer period |
| 17 October 2022 | De-listing of the Units on Nasdaq Stockholm |
| 19 October 2022 | Settlement date and delivery of the SDRs to the Swedish Investors |
| 19 October 2022 | First day of trading SDRs on Nasdaq Stockholm |
CONSEQUENCES OF NOT PARTICIPATING IN THE CONVERSION
If a Swedish Investor remains passive and does not instruct the Units to be converted into the SDRs during the SDR Offering period, 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 and converting them into the SDRs.
For additional information, please contact:
Tarmo Karotam
Baltic Horizon Fund manager
E-mail
Baltic Horizon Fund is a registered contractual public closed-end real estate fund managed by Alternative Investment Fund Manager license holder Northern Horizon Capital AS.
Distribution: Nasdaq Tallinn, Nasdaq Stockholm, GlobeNewswire,
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 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.
The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, Invitation to subscribe for Offer Units is will only be made through the prospectus and only to the persons to whom the prospectus is addressed. The prospectus contains, among other things, risk factors as well as financial statements as well as other information. This release has not been approved by any regulatory authority and is not a prospectus. Accordingly, investors should not subscribe for or purchase any securities referred to in this release except on the basis of information provided in a prospectus. There shall there not 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.
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.
