Baltic Horizon Fund general meeting of investors and a notice to
convene a new general meeting of investors
Extraordinary General Meeting (hereinafter the
“General Meeting”) of Baltic Horizon Fund
unit-holders and Swedish Depositary Receipt (hereinafter the
“SDR”) holders (hereinafter together the
“Investors”) took place on 2 July 2024 in Tallinn,
Estonia. As announced to the market on 2 July 2024, the
quorum was not reached and investors were not able to adopt the
proposed resolution. According to section 10.11 of the rules of the
fund, the management company Northern Horizon Capital AS
convenes a new general meeting, with the same agenda.
The new general meeting of Baltic Horizon Fund
is to be held on 6 August 2024 at 14:00 (local Estonian time) at
the office of Northern Horizon Capital AS at Hobujaama 5, 5th
floor, 10151 Tallinn, Estonia. Registration for the meeting will
begin at 13:30. The general meeting will be held in English.
The meeting is convened in accordance with
sections 8.3, 8.7, 10.3.1, 10.4, 10.6 and 10.11 of the Rules of
Baltic Horizon Fund and sections 47-1 and 55-9 of the Investment
Funds Act of Estonia.
Investors are invited to join the webinar to
view the General Meeting online on 6 August 2024 at 14:00.
Investors are invited to issue a power of attorney with
instructions for voting to exercise their rights as an Investor. We
propose the Investors to consider designating fund manager Tarmo
Karotam as their authorised representative (please see instructions
below and templates at Annex 1).
To join the webinar, please register via the
following link:
https://nasdaq.zoom.us/webinar/register/WN_92bcS3TsQH2FeVE_qQYKrQ
You will be provided with the webinar link and
instructions how to join successfully. The webinar will be recorded
and available online for everyone at the company’s website on
www.baltichorizon.com.
The total number of units and votes in Baltic
Horizon Fund amounts to 119,635,429.
Agenda
- Resolution on the issuance of new units by way of private
placement in 2024 in order to strengthen the balance sheet of
Baltic Horizon Fund.
Investors are invited to send questions and
comments on the agenda to the Baltic Horizon fund manager at
Tarmo.Karotam@nh-cap.com by 31 July 2024. Northern Horizon Capital
AS responds to questions and comments as quickly as possible, but
no later than at the general meeting.
Participation – requirements and
notice
Investors who are entered in the Baltic Horizon
Fund registry of unit-holders maintained by Nasdaq CSD SE and
holders of SDRs registered in the Euroclear Sweden AB system ten
days before the date of the General Meeting, i.e. at the end of
business of Nasdaq CSD SE on 26 July 2024, are entitled to
participate in the meeting.
In order to facilitate the registration process,
investors whose units are registered in their own name are invited
to provide notice of their attendance by 31 July 2024 to
bhfmeeting@nh-cap.com. Notice should include name, personal
identification number (or the registration number of the legal
person), address, number of units represented and, if applicable
attendance of any representatives, along with the name and personal
identification number of the representatives. The attendance of a
representative does not deprive the unit-holder of the right to
participate at the meeting.
Instructions to holders of Baltic
Horizon Fund SDRs registered with Euroclear Sweden AB in
Sweden
IMPORTANT NEW
REQUIREMENT: SDR holders whose SDR-s
are registered with Euroclear Sweden AB via a bank or other nominee
are required to notify their bank or nominee account provider by 26
July 2024 to temporarily add their name on the Euroclear Sweden AB
owner register.
Notice of participation should be sent by 16:00
EET on 31 July 2024 to bhfmeeting@nh-cap.com. Notice should include
name, personal identification number (or the registration number of
the legal person), address, number of units represented and, if
applicable, attendance of any representatives, along with the name
and personal identification number of the representatives. The
attendance of a representative does not deprive the Investor of the
right to participate at the meeting.
Representation under a power of
attorney
Investors whose representatives are acting under
a power of attorney are requested to prepare a written power of
attorney for the representative in Estonian or English (templates
can be found at Annex 1).
A copy of the executed power of attorney should
be sent to bhfmeeting@nh-cap.com together with the notice of
participation. In case the power of attorney is issued by a legal
person, a certified copy of the registration certificate (or
equivalent certificate of authority) shall also be submitted
together with, as applicable, the documents certifying the
authority of the representative in case the power of attorney is
signed by a person under a power of attorney.
Baltic Horizon Fund is registered in Estonia,
which means that any power of attorney (or any certified copy of
the registration certificate of a legal person) issued in a foreign
country should be notarised and accompanied by an apostille. The
apostille requirement applies, for example, to powers of attorney
issued and notarised in Sweden or Finland.
Instructions for the day of the General
Meeting
We kindly ask Investors to bring a personal
identification document, and for their representatives also to
present the original written power of attorney in English or
Estonian. In case the Investor is a legal person, documentation in
Estonian or English certifying the authority of the Investor’s
representative or the signatory of the power of attorney will also
be requested.
Data collected by Northern Horizon Capital AS
from powers of attorney, the unitholders registry maintained by
Nasdaq CSD SE, and the list of holders of SDRs registered in the
Euroclear Sweden AB system will be used for the purpose of
registration and preparing the voting list for the meeting.
Northern Horizon Capital AS proposals on
the agenda items
1. Resolution on the issuance of new units by way
of private placement in 2024 in order to strengthen the balance
sheet of Baltic Horizon Fund
Northern Horizon Capital AS proposes that the General Meeting
resolves to issue new Baltic Horizon Fund units under the following
conditions:
- The new
units are to be issued at a price corresponding to the weighted
average price of Baltic Horizon Fund units on the Nasdaq Tallinn
Stock Exchange during the past 90 days, calculated on and including
the trading day preceding to the first day of the subscription
period;
- Proceeds from the
issuance of new units will be used for investments into existing
real estate properties and/or to deleverage Baltic Horizon Fund´s
portfolio;
- The new units will
be issued at once or on several occasions during 2024, as decided
by Northern Horizon Capital AS, based on the funding needs of
Baltic Horizon Fund;
- The new units will
be issued by way of private placement, i.e. no public offering will
be made and no prospectus registered. The new units to be issued
represent, over a period of 12 months, less than 20 % of the number
of Baltic Horizon Fund units already admitted to trading.
Annex 1:
Form of power of attorney to appoint a
representative for the general meeting (in Estonian)
Form of power of attorney to appoint a
representative for the general meeting (in English)
For additional information, please contact:
Tarmo Karotam
Baltic Horizon Fund manager
E-mail tarmo.karotam@nh-cap.com
www.baltichorizon.com
Baltic Horizon Fund is a registered contractual public
closed-end real estate fund managed by Alternative Investment Fund
Manager license holder Northern Horizon Capital AS. Both the
Fund and the Management Company are supervised by the Estonian
Financial Supervision Authority.
Distribution: Nasdaq,
GlobeNewswire, www.baltichorizon.com
To receive Nasdaq announcements and news from
Baltic Horizon Fund about its projects, plans and more, register on
www.baltichorizon.com. You can also follow Baltic Horizon Fund
on www.baltichorizon.com and on LinkedIn, Facebook, X and
YouTube.
- Annex 1 - poa.investors.2024-08-06.est
- Annex 1 - poa.investors.2024-08-06.eng