Notice of the public offering of Hepsor AS bonds
Hepsor AS (registry code 12099216, address Järvevena tee 7b, 10112, Tallinn,
Estonia; Hepsor) announces a bond programme (Programme) in the total amount of
EUR 20 million and a public offering (hereinafter Offer) of the first series of
bonds under the Programme. As part of the offer, Hepsor will raise up to EUR 6
million, with the possibility of increasing the volume to EUR 8 million. The
offer will be conducted on the basis of the main prospectus (hereinafter
Prospectus) prepared by Hepsor and approved by the Estonian Financial
Supervision Authority on 10 November 2025, and published on the websites of
Hepsor and the Estonian Financial Supervision Authority on the date of this
announcement. The Offer is intended for retail and institutional investors
operating in Estonia, Latvia, and Lithuania.
The main conditions of the Offer
Issuer Hepsor AS
Security EUR 9.50 Hepsor AS bond 25-2028
Security type Unsecured and unsubordinated bond
Serial number 1
ISIN EE0000002749
Public offering intended for retail and
institutional investors operating in Estonia,
Type of offering Latvia, and Lithuania.
EUR 6 million, with the possibility of it
Issue volume increasing up to EUR 8 million
Nominal value EUR 1,000
Interest rate 9.50 % per annum
- The share of equity in assets must always
be at least 20%;
- Ensure minimum liquidity at all times to
Financial covenant make at least the next interest payment.
Quarterly (26 February, 26 May, 26 August,
Interest payments and 26 November)
12 November 2025, 10:00 - 21 November
Subscription period 2025, 15:30
Value Date 26 November 2025
Maturity date 26 November 2028
Request for admission to trading List of Baltic bonds on the Nasdaq Tallinn
Stock Exchange
First trading day 27 November 2025 or a date close to it
10 November 2025 by the Estonian Financial
Prospectus approved Supervision Authority
Arranger AS LHV Pank
Legal Adviser Ellex Raidla Law Firm
Bonds are unsecured and unsubordinated. This means that they are not secured by
any pledged assets or other collateral, and investors' claims do not have
priority over Hepsor's other liabilities.
The proceeds from the offer will be used to refinance Hepsor's existing EUR 6
million loan agreement with AS LHV Pank. In the event that Hepsor decides to
increase the volume of the first series issue, the funds remaining from the
refinancing will be directed towards the financing of real estate development
projects in Hepsor's development portfolio.
Further details of the offer are described in the Prospectus and in the summary
of the Prospectus.
Indicative schedule of the offer
Beginning of the subscription period 12 November 2025 at 10:00
End of the subscription period 21 November 2025 at 15:30
24 November 2025 or a date close to
Disclosure of Offer results it
26 November 2025 or a date close to
Offer settlement it
First day of trading in the list of
Baltic bonds on the Nasdaq Tallinn Stock 27 November 2025 or a date close to
Exchange it
Submission of subscription orders
In order to subscribe to the bonds as part of the Offer, the investor must have
a securities account with the account operator of the Nasdaq CSD SE Estonian
branch or with a financial institution that is a member of Nasdaq Riga or Nasdaq
Vilnius stock exchange.
An investor wishing to subscribe to the bonds must contact the account operator
that manages the securities account of the respective investor or the relevant
financial institution and submit a subscription order in the form below to mark
the bonds during the offer period. By submitting a subscription order, the
investor authorises the account operator or the relevant financial institution
that manages the current account associated with the investor's securities
account to immediately block the total amount of the transaction in the
investor's current account until settlement is completed or the funds are
released in accordance with the conditions set out in the Prospectus.
Holder of the securities account: Investor's name
Securities account: Investor's securities account number
Account operators: Name of the investor's account
operator:
Security: EUR 9.50 Hepsor AS bond 25-2028
ISIN code: EE0000002749
Number of securities: the number of bonds to which the
investor wants to subscribe
Price (per bond): EUR 1,000
the number of bonds to which the
Transaction amount: investor wants to subscribe,
multiplied by the price (per bond)
Counterparty to the transaction: Hepsor AS
Securities account of the counterparty 99102109519
to the transaction:
Account operator for the counterparty AS LHV Pank
to the transaction:
Transaction value date: 26 November 2025
Type of transaction: 'transfer of securities against
payment'
Admission of Hepsor Bonds to Trading
Hepsor requests that the operator of the Tallinn Stock Exchange list the bonds
issued as part of the Offer in the Baltic Bond List. Although Hepsor makes every
effort to ensure that its bonds are admitted to trading, Hepsor cannot guarantee
the admission of its bonds to trading.
Availability of the Prospectus
The prospectus and the summary of the Prospectus have been made public and are
available in electronic form on Hepsor's website at https://hepsor.ee/en/for-
investors/bonds/ and on the Estonian Financial Supervision Authority's website
at https://www.fi.ee
(https://www.globenewswire.com/Tracker?data=Fu5NIkFbzwJrzW9cGqFHaU7ySZgR2cCn4lQh
71tqrnkftlPZRb-EWN5bHfwEfY-c9RvYS69R9kT2lBJVoovM5w==). The terms and conditions
of Hepsor's bonds have been made public and are available in electronic form on
Hepsor's website at
https://hepsor.ee/Hepsor_AS_Terms_and_Conditions_of_the_Bonds.pdf
(https://eur05.safelinks.protection.outlook.com/?url=https%3A%2F%2Fhepsor.ee%2FH
epsor_AS_Terms_and_Conditions_of_the_Bonds.pdf&data=05%7C02%7Ckadri%40hepsor.ee%
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Investor Event
Hepsor invites all interested parties to an event presenting Hepsor and the
Offer on 13 November 2025 at 16:00 at Manufaktuuri 3, Tallinn (registration:
https://forms.gle/PnSLLbK7jPiLCA6a7
(https://eur05.safelinks.protection.outlook.com/?url=https%3A%2F%2Fforms.gle%2FP
nSLLbK7jPiLCA6a7&data=05%7C02%7Canneli.nigols%40hepsor.ee%7Ceb26f21ab1774575daef
08de1dfae82d%7C6053996bff6a40c4b5c12bb6728e4674%7C0%7C0%7C638981160625006243%7CU
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sIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=6tfkflUqN%2BMRXdr1EFFj6xwz5
J7d7ujrcQecRld0sDk%3D&reserved=0)), and on 14 November 2025 at 16:00, at Gustava
Zemgala gatve 74, Riga (registration: https://forms.gle/aqJbLeq47BMVALs38
(https://forms.gle/aqJbLeq47BMVALs38?fbclid=IwZXh0bgNhZW0CMTAAYnJpZBExa1YxUWFqT2
FpSklGWWhBMnNydGMGYXBwX2lkEDIyMjAzOTE3ODgyMDA4OTIAAR55CI9ZFOM0fP7T6xNqhs0viiw_6w
W-tNl8RPqwURdUglbNWOpKuWtj_pjzEA_aem_5io3zGs_hVXCit50wogPXw)).
Before investing in bonds, we ask that you familiarise yourself with the
Prospectus, its summary, the bond terms and conditions, and the final terms and
conditions in their entirety, and consult with an expert, if necessary.
Martti Krass
Member of the Management Board
Phone: +372 5692 4919
E-mail: [email protected]
(https://www.globenewswire.com/Tracker?data=YpJ1KaOHGK5D2wr2B03kr6ySXlVsvy9ItW_x
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Hepsor AS (www.hepsor.ee
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qHOYGnyskqP63KSdvKJB5u2dSjZEdAcGiLI-uC6Pt8kE-qi_0BrzADj6IyJfmuDhPfurLd-H6MNYhpRn
VFm0SiQdsZfW2pA7eDlR9Dci9-RdqGk_VVq8m8V6uPMXOdokhtNljIvitXTbMaH2hhRkyld5qbvQhgV0
W8K3vmBSiVtWzVWe5_e76Kkoip9q8Iyh9-V0vsq0I93aJrjKClC2kO9ov2b6kZYpe8sS-eddkFIBLW2-
72IS9KdlNpa0zce1sbiX_U8hT-1Z7Wh7vw0bsEJfZ84Uvcop4ykbhDHJl9t0WZ0HOczgebdSLhI7xbFR
IgSdhfd3tUWUy7FxcGGPGhbWSddCbjqFXwQbqfFochw804nHT509jfDJHBI-S_fvMxOgB3cdrO-p9QxO
hQHFDQ9-DQc31d_xumJdBFX0xuk0zLk5aot6itZDz0vhJv7aXCvbtR)) is a developer of
residential and commercial real estate. The Group operates in Estonia, Latvia,
and Canada. In fourteen years of operation, we have created 2,003 homes and
nearly 44,787 m(2) of commercial space. Hepsor is the first developer in the
Baltic states to implement a number of innovative engineering solutions that
make the buildings it constructs more energy efficient, and thus more
environmentally friendly. The company's portfolio includes 25 development
projects with a total area of 178,200 m(2). In addition, the group is active in
five projects in Canada, where the main activity is the preparation of detailed
spatial plans for land, thereby achieving greater building rights.
Important information
This notice is an advertisement for securities within the meaning of Regulation
2017/1129/EU of the European Parliament and of the Council of 14 June 2017. Each
investor must make an investment decision solely on the basis of the information
contained in the Prospectus, its summary, the terms and conditions of the bond,
and the final terms and conditions. The approval of the Prospectus by the
Financial Supervision and Resolution Authority shall not be regarded as an
endorsement of Hepsor's bonds.
The information contained in this notice is not intended to be published, shared
or transmitted, in whole or in part, directly or indirectly, in countries or
under circumstances in which publication, distribution, or transmission would be
unlawful, or to persons subject to financial sanctions by competent
authorities. Hepsor's bonds are only being offered publicly in Estonia, Latvia,
and Lithuania, and no sale or offer of bonds takes place in any jurisdiction
where such an offer, solicitation, or sale would be illegal without a statutory
exemption or qualification, or to persons subject to financial sanctions by
competent authorities. The bonds are only being offered publicly on the basis of
the Prospectus, its summary, the terms and conditions of the bonds and the final
terms and conditions, and the Offer is only directed to the persons to whom the
Prospectus is addressed. This notice has not been endorsed by any supervisory
authority and is not a prospectus.