Notice on Public Offering of Subordinated Bonds of Bigbank AS

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 about the approval of prospectus supplement no. 2 by the Estonian Financial Supervision and Resolution Authority (FSA) to the base prospectus registered on 13 November 2023 (the base prospectus, its earlier supplement no. 1, and supplement no. 2 approved by FSA for this offering, hereinafter collectively referred to as the Prospectus).

The Offering is a third series of the Bigbank unsecured subordinated bond programme (Programme) described in the Prospectus. The Offering is conducted on the basis of the Prospectus, which has been supplemented and includes supplement no. 1 (Supplement  1), approved by the FSA on 13 May 2024, and supplement no. 2 (Supplement 2), approved by the FSA on 7 October 2024, both of which have been  disclosed on the date of this announcement on the web pages of Bigbank (https://investor.bigbank.eu) and the FSA (https://www.fi.ee). Supplements 1 and 2 incorporate into the Prospectus Bigbank’s audited annual report for the financial year ended 31 December 2023, the interim report for the 6-month period ended on 30 June 2024, and update the Prospectus with information about recent events, changes, and their potential impact on Bigbank.

The planned volume of the third series is up to 3 million euros with the option of increasing the amount up to 8 million euros. Under the Programme it is possible for Bigbank to raise up to 30 million euros in total.

Main terms of the Offering

Under the Offering, Bigbank offers up to 3,000 unsecured subordinated bonds “EUR 6.50 BIGBANK ALLUTATUD VÕLAKIRI 24-2034” with the nominal value of EUR 1,000 per bond, with a maturity date of 23 October 2034. Bigbank will pay interest on the bonds quarterly at a fixed rate of 6.50% per annum. In the event of oversubscription, Bigbank is entitled to increase the amount of bonds offered by 5,000 bonds, bringing the total up to 8,000 bonds. Bigbank is also entitled to cancel the Offering in the volume not subscribed. The unsecured subordinated bonds are offered at a price of EUR 1,000 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 EE3300004977.

The subscription period for the bonds starts on 8 October 2024 at 10:00 and will end on 18 October 2024 at 15:30. The Offering will be targeted to retail and qualified investors in Estonia, Latvia, and Lithuania. The unsecured subordinated bonds will be offered 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 claims (bail-in risk) must be considered.

Specific details of the Offering are provided in the Prospectus and the Prospectus summary for third series.

The indicative timetable of the Offering is the following:

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 1,000 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 24 October 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 (including its Supplement 1 and Supplement 2), along with the terms and conditions of the bonds, the final terms of the third series, and the summary of the Prospectus for the third series, has been published and is available in electronic form on Bigbank’s website at https://investor.bigbank.eu and on the FSA’s website at https://www.fi.ee. In addition to the above, translations of the third series summary of the Prospectus into Estonian, Latvian and Lithuanian are available in electronic form on Bigbank’s website at https://investor.bigbank.eu.

Before investing in Bigbank’s unsecured subordinated bonds, please review the Prospectus (including Supplement 1 and Supplement 2), its third series summary, the terms and conditions of the bonds, and the final terms of the bonds for the third series in full, and consult an expert if necessary.

Argo Kiltsmann
Member of the Management Board
Tel: +372 53 930 833
Email: 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 based on the information contained in the Prospectus (including Supplement 1 and Supplement 2), its third series summary, the terms and conditions of the bonds, and the final terms of the bonds for the third 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 (including Supplement 1 and Supplement 2), its third series summary, the terms and conditions of the bonds, and the final terms of the bonds for the third series, and the Offering is intended only for the persons to whom the Prospectus is directed. The present notice is not reviewed or confirmed by any supervisory authority, and it does not constitute a prospectus.

Attachments

• 1.Bigbank-AS_Base-Prospectus_T2_10-2024_EN
• 2.Bigbank-AS_Supplement-No-1-to-Base-Prospectus_T2_10-2024_EN
• 3.Bigbank-AS_Supplement-No-2-to-Base-Prospectus_T2_10-2024_EN
• 4.Bigbank-AS_Summary_Third-Tranche_T2_10-2024_EN
• 5.Bigbank-AS_Final-Terms_Third-Tranche_T2_10-2024_EN
• 6.Bigbank-AS_Terms-and-Conditions_T2_10-2024_EN