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Baltic Horizon Fund

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Baltic Horizon Fund OFFERING, LISTING AND ADMISSION TO TRADING PROSPECTUS Offering of up to 17,292,062 Units Offer Price EUR 1.1566 per New Unit Baltic Horizon Fund (a closed-ended contractual investment fund registered in the Republic of Estonia) ______________________________ This is the prospectus (the “Prospectus”) for (i) the offering by Baltic Horizon Fund, a closed ended contractual investment fund registered in Estonia (the “Issuer” or the “Fund”) of newly issued Fund units with no nominal value (the “New Units”) (including by way of public offering to retail investors in Estonia and Lithuania; and (ii) the admission to trading of all New Units on the official list of Nasdaq Tallinn AS (“Nasdaq Tallinn”) and Nasdaq Stockholm AB (“Nasdaq Stockholm”). A public offering will be carried out only in Estonia and Lithuania and there will be no public offering of the Offer Units in any other jurisdiction. The Issuer is offering up to 17,292,062 Offer Units. The Management Company reserves an option to increase the number of new Offer Units to be offered in the Offering by up to 17,292,062 Offer Units (the “Upsizing Option”). The Offering is made (i) by way of an offering to retail investors in Estonia and Lithuania (the “Retail Offering”) and (ii) by way of an offering to institutional investors in and outside of Estonia (the “Institutional Offering”). The Institutional Offering comprises an offer of New Units to qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129, and elsewhere outside the United States in reliance on Regulation S (“Regulation S”) under the U.S. Securities Act of 1933 as amended (the “U.S. Securities Act”) (the Institutional Offering together with the Retail Offering, the “Offering”). The subscription/purchase period for the Offer Units will commence on or about 8 October 2020 at 10:00 a.m. (Eastern European Summer Time – Estonian time) and expire on or about 22 October 2020 at 16:00 p.m. (Eastern European Summer Time – Estonian time) (the “Offer Period”). The offer price per New Unit (the “Offer Price”) is 1.1566 which corresponds to the year-to-date weighted average price of Baltic Horizon Fund units on the Nasdaq Tallinn until a date preceding 7 calendar days to first day of the subscription period. The ISIN code of the New Units will be EE3500110244 after the New Units have been registered with the Register. This Prospectus has been prepared by the management company of the Issuer, Northern Horizon Capital AS (registry code: 11025345; address: Tornimäe 2, 10145 Tallinn, Estonia) (the “Management Company”) in connection with the Offering and admission to trading of the Units on Nasdaq Tallinn and Nasdaq Stockholm in accordance with the Securities Market Act of Estonia and Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”). This Prospectus has been prepared in accordance with the requirements of Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004 (the “Delegated Regulation”) and in application of the Annexes 1, 3, 4, 12 and 20 thereof. This Prospectus constitutes a prospectus in the form of single document within the meaning of Prospectus Regulation and Securities Market Act of Estonia and has been approved as such under the registration number 4.3-4.9/2289 by the Estonian Financial Supervision Authority (Finantsinspektsioon) (the “EFSA”), in its capacity as the competent authority in the Republic of Estonia. Registration of the Prospectus in the EFSA does not mean that the EFSA has controlled the correctness of the information presented in this Prospectus. Application will be made for the New Units to be registered in the Register and subsequently admitted to trading on a regulated market on Nasdaq Tallinn (the “Listing”) and the Listing is expected to take place on or about 28 October 2020. The New Units will be secondary listed on the Alternative Investment Funds market on Nasdaq Stockholm and the listing is expected to take place on or about 28 October 2020. The New Units have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state of the United States. The Offer Units may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)), except to a person which is not a U.S. Person (as defined in Regulation S) in an offshore transaction pursuant to Regulation S. The New Units will rank pari passu with all the remaining units of the Issuer and will be eligible for any distributions paid on the units under the rules of the Issuer. Possible distributions paid out of the Issuer to unit-holders who are not generally subject to taxation in Estonia may be subject to deduction of Estonian taxes as described in section 7 “Taxation.” As at the date of this Prospectus, the Issuer is rated MM3 by S&P Global Ratings which is established in the European Union and registered under Regulation (EC) No 1060/2009, as amended (the “CRA Regulation”). MME rating is S&P Global Ratings' forward- looking opinion about the creditworthiness of a mid-market company relative to other mid-market companies. It assesses a mid- market company's relative capacity and willingness to meet its financial obligations as they come due. The "MM3" rating on the MME scale corresponds indicatively to the "BB +" / "BB" rating on the global rating scale. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. An investment in the Fund units involves certain risks. Prospective investors should read this entire Prospectus. In particular, prospective investors should read “Risk Factors” for a discussion of certain factors that the prospective investors should consider before investing in the Fund units. The contents of this Prospectus are not intended to be construed as legal, financial or tax advice. Each prospective investor should consult its own legal advisor, financial advisor, or tax advisor for such advice. The Prospectus is valid until commencement of trading with the New Units on Nasdaq Tallinn and Nasdaq Stockholm, whichever occurs later. The Issuer is obligated to update the Prospectus by publishing a supplement only in case new facts, material errors or inaccuracies occur, and such an obligation does not apply after the end of the validity period of the Prospectus. In case there should be any discrepancies between English and Estonian version of the Prospectus, English version shall prevail. The date of this Prospectus is 2 October 2020 2 TABLE OF CONTENTS 1. INTRODUCTORY INFORMATION ............................................................................................................... 5 1.1. APPLICABLE LAW .........................................................................................................................................................................5 1.2. PERSONS RESPONSIBLE................................................................................................................................................................5 1.3. DEFINITIONS ................................................................................................................................................................................6 1.4. INFORMATION INCORPORATED BY REFERENCE ..........................................................................................................................7 1.5. AVAILABLE INFORMATION ...........................................................................................................................................................8 1.6. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS .........................................................................................9 1.7. APPROVAL OF PROSPECTUS ........................................................................................................................................................9 1.8. AVAILABILITY OF PROSPECTUS ....................................................................................................................................................9 1.9. PRESENTATION OF FINANCIAL INFORMATION ............................................................................................................................9 2. SUMMARY .................................................................................................................................................. 10 3. RISK FACTORS .......................................................................................................................................... 17 4. TERMS AND CONDITIONS OF THE OFFERING ...................................................................................... 25 4.1. GENERAL INFORMATION ...........................................................................................................................................................25
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