Baltic Horizon Capital AS announces the offering of up to 169,147,497 new units of Baltic Horizon Fund to the existing investors of Baltic Horizon Fund. Proceeds from the offering will be used for deleveraging Baltic Horizon Fund´s portfolio and/or asset enhancement expenditures.
The offering is based on an information document available electronically on the website of Baltic Horizon Fund at www.baltichorizon.com. The information document has been prepared in accordance with Articles 1(4)(db) and 1(5)(ba) of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation“), and Annex IX to the Prospectus Regulation. Accordingly, no prospectus for the public offering will be prepared or published.
The offering will be directed only to existing investors. Public offering is arranged in Estonia. The offering will be available to existing investors in other European Economic Area jurisdictions under exemptions under Article 1 of the Prospectus Regulation. Baltic Horizon Capital AS plans to list the units issued in the offering on Nasdaq Tallinn.
Overview of the key terms of the offering:
1. The offer period, during which it is possible to subscribe for new units, commences at 10:00 on 23 February 2026 and ends at 16:00 on 3 March 2026. Baltic Horizon Capital AS has the right to prolong the offer period before the end of the offer period by announcing a new timetable on the fund website and through a stock exchange announcement.
2. The offering is directed only to the existing unitholders of Baltic Horizon Fund, i.e. persons entered in the unit-holders’ register as of the end of the Nasdaq CSD SE working day on 20 February 2026, which is the working day preceding the date of the first day of the offering period (the „Existing Investors“). Investors should contact a custodian that handles their securities account at the Estonian Register of Securities for subscription. For subscribing to units, it is important that the subscription order is placed through the same securities account where the current Baltic Horizon Fund units are held, including when the units are held via a nominee account. Baltic Horizon Capital AS may, at its discretion, accept subscriptions made through another securities account, provided that the investor is able to prove, to the satisfaction of Baltic Horizon Capital AS, that such investor is an Existing Investor and verify the number of units held on the record date. Such exceptions are made only in limited justified cases, e.g. when the investor holds their units through a nominee account which does not enable subscribing for the units in the course of the Offering.
3. The offer price per Offer Unit is EUR 0.1478. Purchase orders can only be submitted for a whole number of units.
4. The units are offered and allocated to Existing Investors on a pro rata basis, and each existing investor will be able to subscribe for and be allocated up to the number of units held by such investor on 20 February 2026, multiplied by a coefficient of 1.1782. This means, for example, that if the investor held 1000 units on 20 February 2026, the investor is entitled to subscribe for a maximum of 1178 units in the current offering. In case of subscribing more than the entitled amount, the amount of allocated units will be decreased based on the principle described above. This does not prevent the investor to subscribe for a fewer units or not subscribe at all. The units not subscribed for will not be allocated to other investors. On allocation, the number of units to be allocated to an investor will be rounded to the nearest whole number of units (Half Up method – i.e. 5 or more are rounded up and 4 or lower are rounded down). If, due to the rounding, the total amount of allocated units would exceed 169,147,497 units, the exceeding amount of units will be deducted from allocated amounts to the largest investors by discretion of the fund manager.
5. As described in more detail in the information document, the investor, in order to participate in the offering, must hold a securities account in the Estonian Register of Securities and authorise the institution operating the investor’s cash account connected to its securities account to block the whole transaction amount on the investor’s cash account until the settlement of the offering is completed or funds are released. If, for any technical reasons, the investor is unable to subscribe in the described way, the investor is advised to contact the fund manager directly via info@baltichorizon.com.
This announcement is not a prospectus, nor is a prospectus drafted or disclosed for this offering. The offering is based on an information document drafted in accordance with Annex IX of the Prospectus Regulation. The information document has been filed with the Estonian Financial Supervision and Resolution Authority on the date of publishing this announcement. The information document has not been reviewed or approved by the Estonian Financial Supervision and Resolution Authority. For a more detailed overview of Baltic Horizon Fund and the terms of the offering, please refer to the information document.
KEY DATES
The timetable below lists key dates related to the offering:
| 23 February 2026 | Commencement of the offer period |
| 3 March 2026 | End of the offer period |
| On or about 4 March 2026 | Baltic Horizon Capital AS will decide on the allocation of Offer Units and announce the results of the offering |
| On or about 9 March 2026 | Delivery of the allocated new units to investors and payment for the new units |
| On or about 9 March 2026 | Start of trading on Nasdaq Tallinn |
Form of the subscription order:
| Owner of the securities account: | [name of the investor] |
| Securities account: | [number of the investor´s securities account] |
| Account operator: | [name of the investor´s account operator] |
| Security: | BALTIC HORIZON FUND UNIT |
| ISIN code: | EE3500110244 |
| Amount of securities: | [the number of units which the investor wishes to subscribe for (amount)] |
| Price (per one unit): | EUR 0.1478 |
| Transaction amount: | [the number of units which the investor wishes to subscribe for, multiplied by the offer price] |
| Counterparty: | Baltic Horizon Fund |
| Securities account of the counterparty: | 99102152485 |
| Account operator of the counterparty: | Swedbank AS |
| Type of transaction: | “purchase” or „subscription“ |
| Type of settlement: | delivery versus payment |
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, Russia, Belarus or such other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful.
For additional information, please contact:
Tarmo Karotam
Baltic Horizon Fund manager
E-mail tarmo.karotam@baltichorizon.com
www.baltichorizon.com
Baltic Horizon Fund is a registered contractual public closed-end real estate fund managed by Alternative Investment Fund Manager license holder Baltic Horizon Capital AS.
Distribution: GlobeNewswire, Nasdaq Tallinn, www.baltichorizon.com
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