The Estonian-language version of the stock exchange announcement “Notice on Public Offering of Subordinated Bonds of Bigbank AS” has been corrected, and the attachment “Bigbank-AS_Final-Terms_Second-tranche_T2_5-2024_ET” has been replaced. The corrected points in the replaced document are:
- Point 8. Maturity Date: 29 May 2034
- Point 10. ii. Interest Payment Dates: 15 September, 15 December, 15 March, and 15 June, with the first interest payment on 15 September 2024
Bigbank AS (registry code 10183757, address Riia tn 2, Tartu, 51004) (Bigbank) hereby announces a public offering of its unsecured subordinated bonds (Offering) and informs of the registration by Estonian Financial Supervision and Resolution Authority (FSA) of Supplement n-o.1 to the base prospectus registered on 13 November 2023 (base prospectus and its Supplement n-o. 1 hereinafter jointly Prospectus).
The Offering is a second series of the Bigbank unsecured subordinated bond programme (Programme) described in the Prospectus. The Offering is conducted on the basis of the prospectus that has been supplemented and that includes Supplement no. 1 that has been registered by the FSA on 13 May 2024 (Supplement) that has been disclosed on the date of this announcement on the web pages of Bigbank (https://investor.bigbank.eu/et) and the FSA (https://www.fi.ee). With the Supplement the Bigbank’s annual financial information for the financial year ended 31 December 2023 and the interim financial information for the three months period ended on 31 March 2024 are incorporated to the Prospectus. The Supplement also updates the Prospectus with information about recent events and changes and their effect on Bigbank.
The planned volume of the second series is up to 3 million euros with the option of increasing the amount up to 10 million euros. Under the Programme it is possible for Bigbank to raise up to 30 million euros in total.
Main terms of the Offering
In the course of the Offering, Bigbank offers up to 3,000 unsecured subordinated bonds “EUR 7.00 BIGBANK ALLUTATUD VÕLAKIRI 24-2034” with the nominal value of 1,000 euros per bond and maturity date on 29 May 2034. Bigbank shall pay interest on the bonds quarterly at a fixed rate of 7.00% per annum. In case of oversubscription Bigbank is entitled to increase the amount of bonds offered by 7,000 bonds up to 10,000 bonds in total. Bigbank is also entitled to cancel the Offering in the volume not subscribed. Unsecured subordinated bonds are offered with the price of 1,000 euros per one bond. The unsecured subordinated bonds are registered in the Estonian Register of Securities operated by Nasdaq CSD Estonian Branch (Nasdaq CSD) under ISIN code EE3300004340.
The subscription period for the bonds starts on 14 May 2024 at 10:00 and will end on 24 May 2024 at 15:30. The Offering will be targeted to retail and qualified investors in Estonia, Latvia, and Lithuania. The public offering of the unsecured subordinated bonds will be carried out only in Estonia, Latvia, and Lithuania and not in any other jurisdiction. Additionally, Bigbank may offer the bonds non-publicly in all the member states of the European Economic Area in accordance with exemptions provided for in Article 1(4) of Regulation (EU) 2017/1129.
A subordinated bond represents an unsecured debt obligation of Bigbank before the investor. The subordination of the bonds means that upon the liquidation or bankruptcy of Bigbank, 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 write down or conversion of liabilities and claim rights (bail-in risk) must be considered.
Specific details of the Offering are provided in the Prospectus and the Prospectus summary for second series.
The indicative timetable of the Offering is the following:
| Subscription period starts | 14 May 2024 at 10:00 |
| Subscription period ends | 24 May 2024 at 15:30 |
| Announcement of the Offering results | On or about 27 May 2024 |
| Settlement of the Offering | On or about 29 May 2024 |
| First trading day | On or about 30 May 2024 |
Submitting subscription undertakings
To subscribe for the bonds during the Offering, an investor must have a securities account with a Nasdaq CSD account operator or a financial institution who is a member of the Nasdaq Riga or Nasdaq Vilnius Stock Exchange.
An Estonian investor wishing to subscribe for the bonds should contact the securities account operator that operates their securities account and submit the subscription undertaking during the offering period.
A Latvian or Lithuanian investor wishing to…