Notice of public offering of subordinated unsecured bonds

Coop Pank AS (registration code 10237832, address Maakri 30, 10145, Tallinn, Estonia; hereafter Co-op Pank) hereby announces a public offering of subordinated unsecured notes (hereinafter Offer) and informs about the registration of Supplement No. 1 to the registered base prospectus by the Estonian Financial Supervisory Authority (the FSA) on March 15, 2021 (the Prospectus).

Coop Pank is offering to the public up to 8,000 subordinated unsecured bonds of Coop Pank under the name of 5 EUR Coop Pank bondholder 22-2032, with a nominal value of 1,000 EUR each, maturity date March 10, 2032 and a fixed interest rate of 5% per annum, payable quarterly. In the event of oversubscription of the bonds, Coop Pank has the right to increase the volume of the Offer by up to 2,000 additional bonds. Coop Pank also has the right to cancel the Offer in the unsubscribed volume. Unsecured subordinated bonds are offered at a price of EUR 1,000 per bond. The subordinated unsecured bonds are listed on the Nasdaq CSD SE under the ISIN code EE3300002542. The public offering of subordinated unsecured bonds is made only in Estonia and in no other jurisdiction.

Comment from Margus Rink, CEO of Coop Pank:

“For the fifth consecutive year, we have increased our business volumes by more than 40%, and last year the number of our customers exceeded 100,000. Coop Pank’s footprint is growing in the Estonian economy, in the local banking market and in the day-to-day financial operations. To continue our rapid growth, we need additional equity. So far, we have covered the capital needs arising from the growth of the bank through the profits made in previous years, subordinated bonds issued in 2017 and 2019 and an additional equity issue and initial public offering (IPO) in 2019. The Series I offering of the bond program announced in 2021 was oversubscribed more of 6 times and we have raised 10 million euros in this. The volume of the Series II offering from today is 8 million euros, and we will use the money raised to increase market share form the bank.

The Offering is the second series of the Coop Pank bond program created by the Prospectus. The Offer is made on the basis of the Prospectus as amended and supplemented by supplement no. 1 approved by the FSA on February 21, 2022 (the Extra cost) which was published as of the date of this announcement on the web pages of Coop Pank and the FSA. The Supplement incorporates Coop Pank’s unaudited consolidated 12-month interim report into the Prospectus and complements the Prospectus with information on other Coop Pank events.

The subscription period for the bonds begins on February 22, 2022 at 10:00 a.m. and will end on March 3, 2022 at 4:00 p.m. Estonian time. The Offer is addressed to all retail and qualified investors in Estonia.

The subordinated bond represents an unsecured debt obligation of Coop Pank to the investor. Subordination of obligations means that in the event of liquidation or bankruptcy of Coop Pank, all claims arising from subordinated obligations will become due and will only be satisfied after the full satisfaction of all claims recognized as non-subordinated in accordance with applicable law.

Detailed information is available in the Prospectus (including its Supplement) and in the summary of the Prospectus.

Offer Calendar

The subscription period begins February 22, 2022 at 10:00 am
Subscription period ends March 3, 2022 at 4:00 PM
Announcement of the results of the Offer on or around March 7, 2022
Offer Rules on or around March 10, 2022
First trading day on or around March 14, 2022

Presentation of subscription commitments

In order to subscribe to the bonds during the Offer, an investor must have a securities account opened with a depositary of the Nasdaq subsidiary CSD SE Estonia (hereinafter Nasdaq CSD).

Investors wishing to subscribe to the bonds must contact their securities account keeper and submit the subscription commitment during the offer period in the form indicated below.

By submitting the Subscription Commitment, an Investor authorizes the Nasdaq CSD Custodian that manages the Investor’s Current Account linked to its Securities Account to immediately block the full amount of the transaction in the Investor’s Current Account until until payment is made or funds are released in accordance with the terms set out in the Prospectus.

Securities account holder: Name of the investor who submitted the subscription commitment
Accounts titles : Investor’s securities account number
Guardian: Investor Custodian Name
Security: 5 EUR Coop Pank võlakiri 22-2032
ISIN code: EE3300002542
Amount of securities: The number of bonds determined by the investor
Price (per bond): €1,000
Transaction amount: The total amount of the transaction (the number of bonds determined by the investor multiplied by the price of a bond)
Consideration: Coop Pank AS
Counterparty securities account: 99102215403
Counterparty Custodian: AS LHV Pank
Transaction value date: March 10, 2022
Type of operation: “subscription”
Settlement type: “delivery against payment (DVP)”

Listing and admission to trading of subordinated unsecured bonds of Coop Pank

Coop Pank intends to submit an application to Nasdaq Tallinn AS for the listing and admission to trading of the subordinated bonds on the Baltic Bond List of the Nasdaq Tallinn Stock Exchange. The expected date of listing and admission to trading is on or about March 14, 2022.

Although every effort is made and every precaution is taken to ensure the listing and admission to trading of the subordinated unsecured bonds, Coop Pank cannot guarantee that the subordinated unsecured bonds will be listed and admitted to trading.

Availability of the Prospectus and conditions of the bonds

The Prospectus and the Prospectus Supplement have been published and can be obtained in electronic form on the Coop Pank website. www.cooppank.ee/pakkumine and on the FSA website www.fi.ee. In addition to the foregoing, the Prospectus and its Supplement are available through the information system of the Nasdaq Tallinn Stock Exchange. In addition, the terms of Coop Pank’s unsecured subordinated notes and the final terms of the Offer together with the summary have been published on Coop Pank’s website and may be obtained in electronic form from https://www.cooppank.ee/s3fs-public/volakirja_tingimused.pdf and https://www.cooppank.ee/s3fs-public/Teise_seeria_loplikud_tingimused_ja_kokkuvote.pdf respectively.

Before investing in Coop Pank subordinated unsecured bonds, we ask that you familiarize yourself with the Prospectus (including its Supplement), the terms of the bonds, the final terms of the Offer as well as the summary of the Prospectus in their completeness and, if necessary, to consult an expert .

Paavo Truu
CFO
Tel: +372 516 0231
E-mail: [email protected]
www.cooppank.ee

Estonian-owned Coop Pank is one of the five universal banks operating in Estonia. The number of customers using Coop Pank for their day-to-day banking operations reached 117,600. Coop Pank aims to take advantage of the synergy generated by the interaction of retail and banking and to bring day-to-day banking closer to individuals. The bank’s strategic shareholder is the national retail chain Coop Eesti, which has 330 stores.

Important Information

This notice is an advertisement for transferable securities within the meaning of 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. An offer to subscribe for subordinated bonds must be made and each investor must make any decision to invest in the bonds solely on the basis of the information contained in the Prospectus, its Supplement and the summary of the Prospectus and, if necessary, consult an expert . The approval of a Prospectus or its Supplement by the Financial Supervisory Authority is not considered as a recommendation for subordinated notes.

The information contained in this notice is not intended for publication, distribution or transmission, in whole or in part, directly or indirectly, in the United States, Canada, Hong Kong, Japan, Singapore, South Africa or in any other country or circumstance where posting, sharing or transmission would be unlawful. The Subordinated Notes will only be offered to the public in the Republic of Estonia and the sale or offer of the Notes will not take place in any jurisdiction where such offer, invitation or sale would be unlawful without the exception or qualification of law.

  • Outlook 15.03.2021

  • Prospekt lisa nr 1_21.02.2022

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