Correction: Notice on Public Offering of Subordinated Bonds of
Bigbank AS
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
subscribe for the bonds should contact the relevant financial
institution and submit the subscription undertaking in the format
and manner prescribed by the financial institution and in
accordance with the terms of the Prospectus.
By submitting the subscription undertaking, an
investor authorises the account operator or the relevant financial
institution who operates the investor’s current account connected
to its securities account to immediately block the whole
transaction amount on the investor’s current account until the
settlement is completed or funds are released in accordance with
the terms set out in the Prospectus.
Listing and admission to trading of
unsecured subordinated bonds of Bigbank
Nasdaq Tallinn Stock Exchange operator has on 29
November 2023 approved Bigbank’s application to list and admit to
trading up to 30 000 subordinated bonds with nominal value of
EUR 1000 to be issued by Bigbank under the Programme. Bigbank shall
also submit an application to Nasdaq Tallinn Stock Exchange
operator for listing and admission to trading of all the bonds
issued during the Offering on the Baltic Bond List of the Nasdaq
Tallinn Stock Exchange. The expected date of listing and admission
to trading is on or about 30 May 2024.
While every effort will be made and due care
will be taken to ensure the listing and the admission to trading of
the unsecured subordinated bonds, Bigbank cannot ensure that the
unsecured subordinated bonds will be listed and admitted to
trading.
Availability of the documentation of the
Offering
The Prospectus (incl. Supplement) together with
the bond terms and conditions and second series final terms and the
summary of the Prospectus for second series have been published and
can be obtained in electronic format from Bigbank’s
website https://investor.bigbank.eu and the website of
the FSA https://www.fi.ee. In addition to the above, the
translations of the second series summary of the Prospectus into
Estonian, Latvian and Lithuanian can be obtained in electronic
format from Bigbank’s website https://investor.bigbank.eu.
Before investing into Bigbank’s
unsecured subordinated bonds we ask you to acquaint yourself with
the Prospectus (incl. Supplement), its second series summary as
well as the bond terms and the final terms of the bonds for second
series in full and if necessary, consult with an
expert.
Argo Kiltsmann Member of the Management Board Tel: +372 53 930
833 e-mail: Argo.Kiltsmann@bigbank.ee www.bigbank.ee
Important information
This notice is an advertisement for securities
within the meaning of the Regulation No 2017/1129/EU of 14 June
2017 of the European Parliament and of the Council European
Parliament and does not constitute an offer to sell subordinated
bonds or an invitation to subscribe to subordinated bonds. Each
investor should make any decision to invest in the bonds only on
the basis of the information contained in the Prospectus (incl.
Supplement), its second series summary, the terms and conditions of
the bonds and the final terms of the bonds for the second series.
The approval of the Prospectus by the Financial Supervision
Authority is not considered to be a recommendation for Bigbank’s
subordinated bonds.
The information contained in this notice is not
intended to be published, distributed, or transmitted, in whole or
in part, directly or indirectly, in any country or under any
circumstance where publication, sharing or transmission would be
unlawful or to any persons to whom the competent authorities have
applied financial sanctions. Bigbank’s unsecured subordinated bonds
will be publicly offered only in Estonia, Latvia and Lithuania and
the sale or offer of the bonds shall not take place in any
jurisdiction where such offer, invitation or sale would be unlawful
without the exception or qualification of law or to any persons to
whom the competent authorities have applied financial sanctions.
The unsecured subordinated bonds are offered solely based on the
Prospectus (incl. Supplement), its second series summary, bond
terms and conditions and final terms for second series and the
Offering is intended only for the persons to whom the Prospectus is
directed at. The present notice is not reviewed or confirmed by any
supervisory authority, and it does not constitute a prospectus.
- Bigbank-AS_Base-Prospectus_T2_5-2024_EN
- Bigbank-AS_Final-Terms_Second-tranche_T2_5-2024_EN
- Bigbank-AS_Summary_Second-tranche_T2_5-2024_EN
- Bigbank-AS_Supplement-No-1-to-Base-Prospectus_T2_5-2024_EN
- Bigbank-AS_Terms-and-Conditions_T2_5-2024_EN