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 PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Northern Horizon Capital AS (the Management Company) as the management company of Baltic Horizon Fund (the Fund) announces the offering of 15,038,000 new units of the Fund (the Offer Units). The number of new Offer Units may be further increased by 15,038,000 (i.e. up to 30,076,000 Offer Units in total) in case the Management Company decides to utilize the upsizing option. Proceeds from the offering will be used to acquire cash flow generating commercial properties in the Baltic capital cities comprising the Fund’s investment pipeline.
The offering consists of an offering to retail investors in Estonia, Sweden, Finland and Denmark and of an offering to institutional investors in selected European Economic Area jurisdictions. The Management Company plans to list the Offer Units both on Nasdaq Tallinn and on Nasdaq Stockholm.
The offering of Offer Units is based on a prospectus for public offering and listing of the Offer Units, registered by the Estonian Financial Supervision Authority on 30 October 2017 (the Prospectus), together with its summaries in the Estonian, Finnish, Swedish and Danish languages that are electronically available on the website of the Fund www.baltichorizon.com and on the website of the Estonian Financial Supervision Authority www.fi.ee. Key Investor Information Document (KIID) in Estonian, Swedish, Finnish and Danish will be available as of 6 November 2017 the latest. An investor may ask the Management Company to send the Prospectus together with its summary and KIID electronically by e-mail request to firstname.lastname@example.org. Hard copies of the Prospectus, its summary and the KIID are available at the location of the Management Company, at Tornimäe 2, 10145, Tallinn. Hard copies of the Prospectus can also be requested by sending an e-mail to email@example.com.
Overview of the key terms of the offering:
1. The subscription period, during which it is possible to subscribe for Offer Units, commences at 10:00 on 6 November 2017 and ends at 16:00 on 30 November 2017 (EET) (09:00 and 15:00 CET respectively).
2. In order to subscribe for Offer Units, an investor should contact LHV Pank AS, Catella Bank S.A or Prudentus Capital Oy and register a transaction instruction for the purchase of Offer Units in the form as set out by the sales partner or the manager respectively. Retail investors wishing to subscribe for Offer Units in Estonia should contact a custodian that operates such investor’s securities account at the Estonian Central Registry of Securities.
3. The offer price per Offer Unit (the Offer Price) will be equal to the NAV of the unit of the Fund as at 31 October 2017. The Offer Price will be published through a stock exchange release and on the website of the Fund referred to above at the latest on 15 November 2017. The Offer Price will not exceed 1.35 euros per unit. Purchase orders can only be submitted for a whole number of units and the minimum amount of a purchase order is 1,000 units.
4. The Fund has one class of units and the Offer Units are from the same class.
5. In order to receive Offer Units subject to trading on Nasdaq Tallinn, the investor is required to have a securities account with the Estonian Central Registry of Securities. In order to receive Offer Units subject to trading on Nasdaq Stockholm, the investor is required to have a securities account (VP-konto) or a custodian account (värdepappersdepå) with a Swedish bank or investment firm (only Fund units held with Euroclear Sweden are subject to trading on Nasdaq Stockholm).
For a more detailed overview of the Fund and terms of the offering, please refer to the Prospectus.
· on 6 November 2017 the subscription period commences;
· on 30 November 2017 the subscription period ends;
· on 1 December 2017 at the latest the Management Company will decide on the allocation of Offer Units;
· on or about 7 December 2017 the allocated Offer Units will be transferred to the securities accounts of the investors or persons acting on their behalf against payment for the number of Offer Units subscribed for by each investor;
· on or about 7 December 2017 Offer Units will be admitted to trading on Nasdaq Tallinn;
· on or about 12 December 2017 Offer Units will start trading on Nasdaq Stockholm.
The Fund is a registered contractual public closed-end real estate fund that is managed by Alternative Investment Fund Manager license holder Northern Horizon Capital AS.
Distribution: Nasdaq Tallinn, Nasdaq Stockholm, GlobeNewswire, www.baltichorizon.com
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. A 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 who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth entities falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as “relevant persons”). In addition, this communication is, in any event only directed at persons who are “qualified investors” pursuant to the Prospectus Directive (2003/71/EC, as amended). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.