Bigbank AS (registry code 10183757, address Riia tn 2, Tartu, 51004) (“Bigbank”) hereby announces a public offering (the “Offering”) of its unsecured subordinated bonds. The Offering is conducted pursuant to the prospectus (the “Prospectus”) prepared by Bigbank and registered by the Estonian Financial Supervision and Resolution Authority (“EFSA”) on 9 June 2025. The Prospectus, which provides further details, has been disclosed on the date of this announcement on the websites of Bigbank and the EFSA.
During the Offering, bonds will be issued as part of the first series in Bigbank’s unsecured subordinated bond programme (the “Programme“). Through the Offering, Bigbank aims to raise up to 3 million euros, with the option to increase the amount to up to 8 million euros. Under the Programme, Bigbank has the potential to raise a total of up to 25 million euros.
Main terms of the Offering
During the Offering, Bigbank will offer up to 3,000 unsecured subordinated bonds titled “EUR 6.50 BIGBANK ALLUTATUD VÕLAKIRI 25-2035,” each with a nominal value of 1,000 euros and a maturity date of 27 June 2035. Bigbank will pay interest on the bonds quarterly at a fixed rate of 6.5% per annum. In the event of oversubscription, Bigbank has the right to increase the number of bonds offered by an additional 5,000 bonds, bringing the total amount offered to up to 8,000 bonds. Bigbank also reserves the right to cancel the Offering for any portion of the bonds that are not subscribed. The unsecured subordinated bonds are offered at a price of 1,000 euros per bond. The bonds will be registered in the Estonian Register of Securities, operated by Nasdaq CSD Estonian Branch (“Nasdaq CSD”), under ISIN code EE0000001501.
The subscription period for the bonds will begin on 10 June 2025 at 10:00 and end on 19 June 2025 at 15:30. The Offering will be directed to both retail and qualified investors in Estonia, Latvia, and Lithuania. The public offering of the unsecured subordinated bonds will be conducted exclusively in Estonia, Latvia, and Lithuania, and not in any other jurisdiction. Additionally, Bigbank may offer the bonds on a non-public basis in all European Economic Area member states, in accordance with the exemptions set out in Article 1(4) of Regulation (EU) 2017/1129.
A subordinated bond represents an unsecured debt obligation of Bigbank to the investor. The subordination of the bonds means that, in the event of liquidation or bankruptcy of Bigbank, claims arising from the subordinated bonds will only be settled after the full satisfaction of all unsubordinated, recognised claims, in accordance with applicable law. Additionally, holders of subordinated bonds must consider the risk of write-down or conversion of liabilities and claims (bail-in risk).
Specific details of the Offering are set out in the Prospectus and the Prospectus Summary.
The indicative timetable of the Offering is as follows:
| Subscription period starts | 10 June 2025 at 10:00 (Tallinn time) |
| Subscription period ends | 19 June 2025 at 15:30 (Tallinn time) |
| Announcement of the Offering results | On or about 20 June 2025 |
| Settlement of the Offering | On or about 27 June 2025 |
| First trading day | On or about 30 June 2025 |
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 that 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 managing their 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, in accordance with the terms of the Prospectus.
By submitting the subscription undertaking, an investor authorises the account operator or the relevant financial institution managing the investor’s current account linked to their securities account to immediately block the full transaction amount on the investor’s current account until 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
Bigbank will submit an application to Nasdaq Tallinn AS for the listing and admission to trading of all bonds issued under the Programme on the Baltic Bond List of the Nasdaq Tallinn Stock Exchange. The expected date of listing and admission to trading is on or about 30 June 2025.
While every effort will be made and due care will be taken to ensure the listing and admission to trading of the unsecured subordinated bonds, Bigbank cannot guarantee that the bonds will be listed and admitted to trading.
Availability of the documentation of the Offering
The Prospectus, along with the Prospectus Summary, the Terms and Conditions, and the Final Terms of the bonds, has been published and can be obtained in electronic form on
Bigbank’s website at https://investor.bigbank.eu and the website of the EFSA at https://www.fi.ee. Additionally, the translations of the Prospectus Summary into Estonian, Latvian, and Lithuanian are available in electronic format on Bigbank’s website at https://investor.bigbank.eu.
Before investing in Bigbank’s unsecured subordinated bonds, we ask that you thoroughly review the Prospectus, the Prospectus Summary, the Terms and Conditions, and the Final Terms of the bonds. If necessary, please consult with an expert.
Argo Kiltsmann
Member of the Management Board
Telephone: +372 5393 0833
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 solely based on the information contained in the Prospectus, the Prospectus Summary, the Terms and Conditions, and the Final Terms of the bonds. The approval of the Prospectus by the Financial Supervision and Resolution 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, the Prospectus Summary, the Terms and Conditions, and the Final Terms of the bonds, 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
- Bigbank-AS_Base-Prospectus_T2_2025_EN
- Bigbank-AS_Summary_First-Tranche_T2_June-2025_EN
- Bigbank-AS_Final-Terms_First-Tranche_T2_June-2025_EN
- Bigbank-AS_Terms-and-Conditions_T2_2025_EN
