Coop Pank aktsiaselts (registry code: 10237832, address: Narva mnt 4, Tallinn,
15014; Coop Pank) hereby announces the public offering of its shares (the
Offering). The Offering will be carried out based on the prospectus prepared by
Coop Pank and approved by the Estonian Financial Supervision Authority (EFSA)
on 11 November 2019 which is published on the date of this announcement on the
website of Coop Pank and the EFSA.
Key terms of the Offering
The Offering consists of an offering of up to 32,180,155 new ordinary
no-par-value shares to be issued by Coop Pank (the New Shares) and an offering
of up to 8,065,700 existing ordinary no-par-value shares by certain
shareholders of Coop Pank (the Existing Shares; together with New Shares, the
Offer Shares). Whereas shareholder AS Inbank offers up to 745,151 Existing
Shares, shareholder Andres Sonn offers up to 4,775,358 Existing Shares,
shareholder Roberto de Silvestri offers up to 757,806 Existing Shares and
shareholder Luciano Orsero offers up to 1,787,385 Existing Shares (the named
shareholders are jointly referred to as the Selling Shareholders). The number
of Offer Shares may be increased by up to 6,036,878 existing ordinary
no-par-value shares to up to 46,282,733 Offer Shares.
The Offer Shares are offered (i) publicly to retail investors of Estonia,
Latvia and Lithuania (the Retail Offering) and (ii) non-publicly to qualified
investors within the meaning Article 2(e) of the Regulation No 1129/2017 of the
European Parliament and of the Council in Estonia and in certain selected
countries belonging to the European Economic Area and to other selected
investors in reliance on exemptions available under the laws of those
jurisdictions (the Institutional Offering).
The Offer Price is within the range of 1.15 euros and 1.30 euros per one Offer
Share (the Offer Price Range). The final offer price (Offer Price) to be paid
for each Offer Share is expected to be announced on or about 2 December 2019
together with publishing the results of the Offering. The Offer Price shall be
the same in the Retail Offering as well as in the Institutional Offering.
Coop Pank intends to use the funds raised with the Offering to increase its
operating volumes and market share, to involve new customer segments and for
the development of a technological modular platform and the bank's IT
solutions. The bank needs own funds (Tier 1 capital) for financing the growth
of its operating volumes in the set pace during the period of 2020-2022.
The terms of the Offering are described in more detail in the Prospectus.
The indicative timetable of the Offering is the following:
Start of Offering Period 18 November 2019 at 10:00
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End of Offering Period 29 November 2019 at 15:30
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Announcement of Offer Price and results of the on or about 2 December
Offering 2019
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Settlement of the Offering on or about 4 December
2019
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First trading day on Nasdaq Tallinn Stock Exchange on or about 9 December
2019
Subscription undertakings in the Retail Offering
In order to subscribe to the Offer Shares, an investor must have a securities
account with Nasdaq CSD SE Estonian branch (Nasdaq CSD) custodian or with a
financial institution who is a member of Nasdaq Tallinn aktsiaselts (Nasdaq
Tallinn). An investor entitled to participate in the Retail Offering may submit
a subscription order for subscribing to the Offer Shares only at a price that
corresponds to the upper level of the Offer Price Range, i.e. 1.30 euros per
one Offer Share (Subscription Price).
An Estonian investor wishing to subscribe to the Offer Shares in the Retail
Offering should contact the account operator that operates such investor's
securities account at Nasdaq CSD and submit a subscription undertaking within
the Offering Period for the purchase of Offer Shares in the form set out below.
Owner of the name of the investor
securities account:
Securities account: number of the investor's securities account
Custodian: name of the investor's account operator
Security: additional share of Coop Pank
ISIN code: EE380B007855
Amount of securities: the number of Offer Shares which the investor wishes to
subscribe to
Price (per one 1.30 euros
share):
Transaction amount: The number of Offer Shares which the investor wishes to
subscribe to, multiplied by the Subscription Price
Counterparty: AS LHV Pank
Securities account of 99104086627
the counterparty:
Custodian of the AS LHV Pank
counterparty:
Value date of the 4 December 2019
transaction:
Type of transaction: "subscription undertaking"
A Latvian or Lithuanian investor wishing to subscribe for the Offer Shares in
the Retail Offering should contact the financial institution which is a member
of Nasdaq Tallinn and that operates such investor's securities account and
submit a subscription undertaking within the Offering Period for the purchase
of Offer Shares in the form accepted by the financial institution and in
accordance with the terms of Offering.
Applications in the Institutional Offering
In order to subscribe for the Offer Shares in the Institutional Offering, an
application must be submitted to AS LHV Pank (the Global Lead Manager) or the
Nasdaq CSD account operator or a financial institution, who is a member of the
Nasdaq Tallinn, which manages the securities account of the investor, about the
number of shares the investor wishes to subscribe for and the price within the
Offer Price Range based on which the application is submitted (Application)
during the Subscription Period. Investors have to submit the Application with a
value date that enables settlement "delivery versus payment" on 4 December
2019.
The Global Lead Manager accepts the Applications of institutional investors,
with whom a mutual brokerage agreement has been signed. Institutional
investors, who do not have a brokerage agreement with the Global Lead Manager,
should contact the account operator of Nasdaq CSD and/or a financial
institution, who is a member of Nasdaq Tallinn, who manages the securities
account of the respective investor, and submit an Application for subscribing
to the Offer Shares in a format accepted by the respective account operator or
financial institution.
Listing and Admission to Trading of shares of Coop Pank
The Bank has applied for the listing of all its' shares on the Baltic Main List
of Nasdaq Tallinn on 7 November 2019. Trading with the shares on Nasdaq Tallinn
is expected to commence on or about 9 December 2019.
Availability of Prospectus
The Prospectus and the translations of the summary of the Prospectus into
Latvian and Lithuanian languages can be obtained in electronic format on the
website of Coop Pank www.cooppank.ee/pakkumine and on the website of the EFSA
(www.fi.ee). In addition to the above, the Prospectus and the translations of
the summary into Latvian and Lithuanian are also available via the information
system of Nasdaq Tallinn and an electronic or hard copy may be requested free
of charge from Coop Pank and the Global Lead Manager.
Kerli Lõhmus
CFO
Tel: +372 56 800 425
e-mail: kerli.lohmus@cooppank.ee
www.cooppank.ee
Coop Pank, based on Estonian capital, is one of the five universal banks
operating in Estonia. It has 15 branch offices and 28 banking points all over
the country. The number of clients using Coop Pank for their daily banking has
reached 58,300. Coop Pank aims to put the synergy generated by the interaction
of retail business and banking to good use and to bring everyday banking
services closer to people's homes. The strategic shareholder of the bank is the
domestic retail chain Coop Eesti comprising 330 stores and about 600,000 loyal
customers.
Important information
This announcement is an advertisement of securities within the meaning of
Regulation No 1129/2017 of the European Parliament and of the Council and does
not constitute or form a part of any offer or solicitation to purchase or
subscribe for the Offer Shares. Before making an investment decision, we kindly
ask the investors to read the Prospectus, the summary of the Prospectus and, if
necessary, consult with a person specialising in advising on such investments.
Any offer to acquire the Offer Shares will be made, and any investor should
make his investment, solely based on information that is contained in the
Prospectus and its summary. Approval of the Prospectus by the EFSA should not
be understood as an endorsement of the shares of Coop Pank.
Public offering will be carried out only in Estonia, Latvia and Lithuania.
There is no public offering in any jurisdiction where such offering or sale
would be unlawful before registration or qualification of the laws of such
jurisdiction. Coop Pank has not registered and does not intend to register the
Offering nor the Offer Shares in the United States of America and does not
intend to carry out a public offering in the United States of America.
Attachment:
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