AS Ekspress Grupp's private placement of notes 07.10
Notes are issued as private placement to the pension funds managed by AS LHV Varahaldus. On 4 October 2019 AS Ekspress Grupp signed a subscription agreement with AS LHV Varahaldus, who is acting on behalf of pension funds (LHV Pension Fund XL, LHV Pension Fund L, LHV Pension Fund M) to subscribe all the issued notes with the aggregate nominal value of 5 million euros.
Notes are subordinated
to the outstanding loan Ekspress Grupp has borrowed from AS SEB Bank in January
2019 with the outstanding amount approximately 13.4 million euros on 30
September 2019. AS SEB Bank will have the position of senior creditor and the
Notes are subordinated to the aforementioned loan from AS SEB Bank. The notes represent
secured debt obligation of Ekspress Grupp before its shareholders and related
parties. Notes are fully secured with the guarantee issued by OÜ Haep, owned
88% by AS Ekspress Grupp’s ultimate shareholder Hans H. Luik.
From the proceeds of the
Notes AS Ekspress Grupp will refinance its current loan of 3.2 million euros from
OÜ Aktiva Finants (100% owned by Hans H. Luik) and remaining 1.8 million euros
will be used for future investments. Loan with interest of 12% from OÜ Aktiva
Finants was used as a bridge funding for the group’s larger acquisitions made
in 2019. Group has invested in the electronic ticket platform SIA Biļešu Paradīze (bilesuparadize.lv) operating in Latvia and digital outdoor business OÜ
Linna Ekraanid in Estonia. The group is actively continuing with investments in
order to strengthen the core existing activities and to support the group in
carrying out the digital transformation.
AS Ekspress Grupp will
register the Notes with the Estonian Register of Securities (in Estonian: Eesti
väärtpaberiregister), Notes will be freely transferable, but will not be listed
and traded publicly on the market.
The transaction is not to be treated as a significant
for the purposes of the “Requirements for Issuers” section of the NASDAQ
Tallinn Stock Market rules. AS Ekspress Grupp confirms that management board
and supervisory board members are not in any way personally interested in the