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.
On 1 November 2017, the management company Northern Horizon Capital AS announced of registration of prospectus for public offering and listing of new units of Baltic Horizon Fund (the Fund) with the Financial Supervision Authority (the Prospectus) and of the public offering of new Fund units.
The Management Company informs that on 27 November 2017 a supplement to the Prospectus was registered with the Financial Supervision Authority. Prospectus supplement contains the following amendments:
· to include the Fund’s reviewed interim consolidated financial statements for the 9-month period ended 30 September 2017;
· to include Europa SPV’s reviewed interim financial statements for the 9-month period ended 30 September 2017;
· to include information about the Offer Price and NAV of the Unit as at 31 October 2017;
· to describe an updated dividend policy, according to which the Fund sets a target of dividend distributions to its unitholders in the range between 80% of generated net cash flow (GNCF) and a net profit after unrealized P&L items are adjusted; and include a quarterly cash distribution from Q3 2017 earnings, announced on 31 October 2017;
· to describe a new property acquisition – Vainodes I in Riga – signed on 14 November 2017;
· to provide the updated summary of the Prospectus to include the new information described above. The following elements of the Summary have been updated: B.7 “Selected historical financial information”, B.38 “Identity of assets in which the Fund invested more than 20% of its gross asset value”, B.45 “Description of the Fund’s portfolio”, B.46 “Most recent net asset value per unit”, C.7 “Dividend policy” and E.3 “Terms and conditions of the Offering”;
· to correct an immaterial mistake in the Offering Circular.
The Prospectus supplement together with its summaries in the Estonian, Finnish, Swedish and Danish languages are published electronically on the websites of the Financial Supervision Authority (www.fi.ee) and the Fund (www.baltichorizon.com). An investor may ask the Management Company to send the Prospectus supplement together with its summary electronically to e-mail address and also delivery of the hard copy of the prospectus and its summary at the location of the Management Company, at Tornimäe 2, 10145, Tallinn, by sending an e-mail to email@example.com.
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. Both the Fund and the Management Company are supervised by the Estonian Financial Supervision Authority.
Distribution: Nasdaq, 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.