Notice of the public offering of Hepsor AS bonds
Hepsor AS (registry code 12099216, address Järvevena tee 7b, 10112, Tallinn, Estonia; Hepsor) announces the public offering of the second series of Bonds (Offering) under its EUR 20 million bond programme (Programme). Through the Offering, Hepsor will raise up to EUR 3 million with an option to increase the volume to up to EUR 5 million. The Offering will be conducted on the basis of the base prospectus (Prospectus) prepared by Hepsor and approved by the Estonian Financial Supervision Authority (EFSA) on 10 November 2025, and the prospectus supplement (Prospectus Supplement) approved on 21 August 2026, which have been published as of the date of this notice on the websites of Hepsor and EFSA. The Offering is addressed to retail and institutional investors in Estonia, Latvia and Lithuania.
The main conditions of the Offering
| Issuer | Hepsor AS |
| Security | EUR 9.50 Hepsor AS bond 26-2029 |
| Type of Security | Unsecured and unsubordinated bond |
| Series Number | 2 |
| ISIN | EE0000005213 |
| Type of Offering | Public offering to retail and institutional investors in Estonia, Latvia and Lithuania. |
| Issue Volume | EUR 3 million with an option to increase to up to EUR 5 million |
| Nominal Value | EUR 1,000 |
| Interest Rate | 9.50% per annum |
| Financial Covenant | - The equity ratio must be at least 20% at all times; - to ensure minimum liquidity at all times for at least the next interest payment. |
| Interest Payments | Quarterly (11 December, 11 March, 11 June and 11 September) (except 11 September 2026) |
| Subscription Period | 25 August 2026, 10:00 – 4 September 2026, 15:30 |
| Value Date | 11 September 2026 |
| Maturity Date | 11 September 2029 |
| Application for Admission to Trading | Nasdaq Tallinn Stock Exchange Baltic Bond List |
| First Trading Day | On or around 14 September 2026 |
| Prospectus Approved | 10 November 2025 by the Estonian Financial Supervision Authority; supplemented by the Prospectus Supplement approved by the Estonian Financial Supervision Authority on 21 August 2026 |
| 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 second series Offering will be used to finance real estate development projects in Latvia as well as the construction of the Manufaktuuri Quarter and Veski Centre in Estonia. If Hepsor decides to increase the Offering volume, the remaining proceeds may be directed to other Hepsor’s development projects.
Further details of the Offering are described in the Prospectus, the Prospectus Supplement and the Prospectus summary.
Indicative schedule of the Offering
| Beginning of subscription period | 24 August 2026 at 10:00 |
| End of subscription period | 4 September 2026 at 15:30 |
| Announcement of Offering results | 7 September 2026 or thereabouts |
| Settlement of the Offering | 11 September 2026 or thereabouts |
| First day of trading on the Nasdaq Tallinn Stock Exchange Baltic Bond List | 14 September 2026 or thereabouts |
Submission of subscription orders
In order to subscribe to the bonds as part of the Offering, 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.
| Securities Account Holder: | Name of the investor |
| Securities Account: | Investor’s securities account number |
| Account Operator: | Name of the investor’s account operator |
| Security: | EUR 9.50 Hepsor AS bond 26-2029 |
| ISIN Code: | EE0000005213 |
| Number of Securities: | Number of Bonds the investor wishes to subscribe for |
| Price (per Bond): | EUR 1,000 |
| Transaction Amount: | Number of Bonds the investor wishes to subscribe for, multiplied by the price (per Bond) |
| Transaction Counterparty: | Hepsor AS |
| Counterparty’s Securities Account: | 99102109519 |
| Counterparty’s Account Operator: | AS LHV Pank |
| Transaction Value Date: | 11 September 2026 |
| Transaction Type: | “delivery versus payment“ |
Admission of Hepsor Bonds to Trading
Hepsor requests that the operator of the Tallinn Stock Exchange admit the bonds issued as part of the Offer to trading on 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 Pospectus, the Prospectus Supplement and the summary 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. 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.
Investor Event
Hepsor will host a webinar to introduce the company’s activities, development portfolio and the public offering of the second series of bonds under the Hepsor AS bond programme on 27 August 2026 at 13:00-14:00 (webinar link: EST webinar) and at 15:00-16:00 (webinar link: ENG webinar). The webinar links will be activated shortly before the start of the respective webinar. The webinar will be recorded and the recording will be published on Hepsor AS’s website after the event: https://hepsor.ee/en/for-investors/bonds/.
Before investing in bonds, we ask that you familiarise yourself with the Prospectus, the Prospectus Supplement, Prospectus 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: martti@hepsor.ee
Hepsor AS (www.hepsor.ee) is a developer of residential and commercial real estate. The Group operates in Estonia, Latvia and Canada. During fifteen years of operation, we have created over 2,000 homes and nearly 44,000 m2 of commercial space. Hepsor was the first developer in the Baltic States to implement several innovative engineering solutions that make the buildings constructed by the company more energy-efficient and thus more environmentally friendly. The company’s portfolio includes a total of 29 development projects with a total area of 195,000 m2. In addition, the Group is active in five Canadian projects, where the main activity is the preparation of detailed land plans and thereby achieving greater building rights.
Important Information
This notice is an advertisement of 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 based solely on the information contained in the Prospectus, the Prospectus supplement, the Summary, the terms and conditions of the Bonds and the final terms. The approval of the Prospectus by the Estonian Financial Supervision Authority shall not be considered as a recommendation of Hepsor’s bonds.
The information contained in this notice is not intended for publication, distribution or transmission, in whole or in part, directly or indirectly, in countries or circumstances where such publication, distribution or transmission would be unlawful or to persons against whom competent authorities have imposed financial sanctions. Hepsor’s bonds are offered publicly only in Estonia, Latvia and Lithuania, and no sale or offer of the Bonds will take place in any jurisdiction where such offer, invitation or sale would be unlawful without an exemption or qualification under applicable law, or to persons against whom competent authorities have imposed financial sanctions. The bonds are offered publicly only on the basis of the Prospectus, the Prospectus supplement, the Summary, the terms and conditions of the Bonds and the final terms, and the Offering is addressed only to persons to whom the Prospectus is addressed. This notice has not been approved by any supervisory authority and is not a prospectus.
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