Admiral Markets AS (registry code 10932555) is organizing a buyback offer for up to 8,476 Tier 2 bonds issued on 28 December 2017 (ISIN EE3300111251, nominal value EUR 100 per bond, maturity date 28 December 2027, hereinafter the “Bond”) during the period from 22 May 2026 to 22 June 2026 at a price of EUR 101.02 per bond. The value date of the bond transaction is 29 June 2026 or a date close thereto. The buyback offer is directed solely to the current bond investors of Admiral Markets AS (hereinafter the “Investor”).
Admiral Markets AS hereby announces a buyback offer for its subordinated bonds. The objective of Admiral Markets AS is to repurchase all Bonds with a total nominal value of EUR 847,600.
Considering that Admiral Markets AS has relinquished its investment firm license (due to changes arising from previously communicated strategic intra-group restructuring), the remaining volume of Bonds is small, and trading activity is very low, Admiral Markets AS is also exploring possibilities to terminate trading of the Bonds on the Nasdaq Tallinn Stock Exchange and is considering submitting a corresponding application after completion of the buyback offer.
The buyback will take place under the following conditions:
- the purchase price is EUR 101.02 per Bond, consisting of the Bond’s nominal value (EUR 100), a premium (EUR 1), and accrued interest (EUR 0.02); and
- the Bonds must not be encumbered by third-party rights.
All Investors may offer their Bonds to Admiral Markets AS for repurchase on equal terms. To participate in the buyback, the Investor must submit an off-exchange sell order during the submission period through their bank (custodian of the securities account opened with Nasdaq CSD SE) within the relevant corporate action for the Admiral Markets AS Bond, indicating in the sell order the number of Bonds or other information required in the application that the Investor wishes to sell back to Admiral Markets AS under the terms published in this notice.
The Investor may use any method offered by their custodian for submitting sell orders (e.g. physically at the customer service office of the custodian, online, or otherwise). An Investor’s sell offer is deemed submitted once Nasdaq CSD receives a duly completed sell order from the Investor’s custodian. The Investor has the right to amend or cancel their sell orders at any time until the end of the sell order submission period. To do so, the Investor must contact the custodian through whom the relevant order was made and complete the procedures required by the custodian for amendment or cancellation of the order. Upon submission of a sell order, the custodian will block the corresponding amount of securities in the Investor’s securities account. The Investor shall bear all costs and fees related to the submission, cancellation, or amendment of the sell order.
By submitting a sell order, each Investor:
- agrees that this notice shall not be considered an offer to conclude a bond repurchase agreement within the meaning of Section 16(1) of the Law of Obligations Act or in any other sense, and that submission of a sell order does not in itself create a binding repurchase agreement between Admiral Markets AS and the Investor;
- agrees that the number of Bonds indicated in the sell order shall be deemed the maximum number of Bonds the Investor wishes to offer for repurchase, and that Admiral Markets AS may repurchase fewer (but not more) Bonds than the maximum number offered;
- authorizes the custodian of the Investor’s securities account or Nasdaq CSD to amend the information contained in the Investor’s sell order, including specifying the number of Bonds offered by the Investor and the total transaction amount (calculated by multiplying the Bond purchase price by the number of Bonds repurchased from the Investor), if it is not possible during allocation to repurchase all Bonds specified in the Investor’s sell order;
- confirms that the Bonds owned by the Investor are not encumbered by third-party rights;
- confirms that they: i) have reviewed the contents of this offer notice; ii) are aware of Admiral Markets AS’s intention to seek termination of the Bond listing; and iii) understand the consequences of selling or not selling the Bonds under this offer;
- consents to the exchange of their personal data between custodians, Nasdaq CSD, and Admiral Markets AS both during and after the sell order submission period for the purpose of participation in the buyback (including deciding the allocation of Bond repurchases).
Summary of Key Terms of the Offer
The offer period during which Bonds may be sold back to Admiral Markets AS begins on 22 May 2026 at 10:00 and ends on 22 June 2026 at 16:00 (Estonian time).
The repurchase price for each Bond is EUR 101 (of which EUR 100 is the nominal value of the Bond and EUR 1 is the premium), plus accrued interest up to the value date in the amount of EUR 0.02. Only whole-number Bonds may be offered for repurchase.
An Investor wishing to submit a repurchase order must contact the custodian of their securities account opened in the Estonian Register of Securities.
IMPORTANT DATES
The timetable below sets out the key dates related to the offer:
- 22 May 2026 – Start of the offer period (start of submission of offers to custodians)
- 22 June 2026 – End of the offer period (end of submission of offers to custodians)
- 26 June 2026 or a date close thereto – Admiral Markets AS publishes the results of the buyback offer
- 29 June 2026 or a date close thereto – Settlement date, i.e. the date of transfer of Bond(s) and payment
For additional information, please contact:
Eduard Kelvet
Member of the Management Board
Admiral Markets AS
+372 5553 8042
e.kelvet@admiralmarkets.com
