Apollo Group OÜ (registry code 12383236, address Tartu mnt 80d, 10112 Tallinn, Estonia; Apollo) hereby announces a public offering of unsecured bonds with the nominal value of EUR 500, interest rate of 7% per annum and a maturity date on 20 March 2031 (the Bonds) issued in the first series under its EUR 70 million bond programme (the Offering). The volume of the Offering is up to EUR 50 million, i.e. up to 100,000 Bonds, which may be increased to up to EUR 70 million, i.e. up to 140,000 Bonds in case of oversubscription. The Offering will be conducted on the basis of the base prospectus (the Prospectus) prepared by Apollo and approved by the Estonian Financial Supervision Authority (EFSA) on 2 March 2026 and published on the websites of Apollo and EFSA on the date of this announcement. The Offering is addressed to retail and institutional investors in Estonia, Latvia, and Lithuania.
The main conditions of the Offering
| Issuer | Apollo Group OÜ |
| Security | EUR 7.00 APOLLO GROUP OÜ BOND 26-2031 |
| Security Type | Unsecured bond |
| ISIN | EE0000003499 |
| Type of offering | Public offering to retail and institutional investors in Estonia, Latvia, and Lithuania |
| Issue volume | Up to EUR 50,000,000 (with the right to increase the issue volume up to EUR 70,000,000) |
| Issue price | EUR 500 |
| Interest rate | 7% per annum |
| Yield | 7% per annum (assuming the Bonds are not redeemed prematurely and that the investor holds the Bonds until the Maturity Date) |
| Interest payments | Quarterly (25 May, 25 August, 25 November, and 25 February) |
| Subscription period | 3 March 2026 at 10:00 (EET) until 16 March 2026 at 15:30 (EET) |
| Value Date | 20 March 2026 |
| Maturity Date | 20 March 2031 |
| Request for admission to trading | Baltic Bond List of the Nasdaq Tallinn Stock Exchange |
| First trading day | On or about 23 March 2026 |
| Arranger | AS LHV Pank |
| Sales Agent | Signet Bank AS |
| Legal Adviser | Ellex Raidla Advokaadibüroo OÜ |
| Trustee | Advokaadibüroo Hedman Partners & CO OÜ |
Apollo intends to use the proceeds from the Bonds to (i) support the opening of new locations and market entry with new concepts, e.g. by expanding its operations in the Finnish market, (ii) increase the efficiency of its technology and infrastructure, including the establishment of Lido's central kitchen, and (iii) continue to develop digital solutions and loyalty offer initiatives aimed at strengthening customer relationships and creating long-term value. In addition, EUR 25 million of the proceeds from the Bonds will be used to reduce dependence on Apollo's parent company by repaying a significant part of the shareholder loans, which in turn will be repaid to the parent company's financiers.
Further details of the Offering are described in the Prospectus and in the summary of the Prospectus.
Indicative schedule of the Offering
| Beginning of the subscription period | 3 March 2026 at 10:00 |
| End of the subscription period | 16 March 2026 at 15:30 |
| Publication of the results of the Offering | On or about 18 March 2026 |
| Settlement | On or about 20 March 2026 |
| First day of trading on the Baltic Bond list of the Nasdaq Tallinn Stock Exchange | On or about 23 March 2026 |
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 subscribe the Bonds during the subscription 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 7.00 APOLLO GROUP OÜ BOND 26-2031 |
| ISIN code: | EE0000003499 |
| Number of securities: | the number of Bonds which the investor wants to subscribe |
| Price (per Bond): | EUR 500 |
| Transaction amount: | the number of Bonds which the investor wants to subscribe, multiplied by the price (per Bond) |
| Counterparty to the transaction: | Apollo Group OÜ |
| Securities account of the counterparty to the transaction: | 99114381862 |
| Account operator for the counterparty to the transaction: | AS LHV Pank |
| Transaction value date: | 20 March 2026 |
| Type of transaction: | ‘subscription” |
Admission to trading of the Bonds
Apollo has submitted an application to Nasdaq Tallinn Stock Exchange for the admission to trading of all Bonds issued during the Offering on the Baltic Bond list of the Nasdaq Tallinn Stock Exchange. Although Apollo makes every effort to ensure that the Bonds are admitted to trading, Apollo cannot guarantee the admission of the Bonds to trading.
Availability of the Prospectus
The Prospectus together with the summary and the final terms have been made public and are available in electronic form on Apollo´s investor website at https://apollogroup.ee/en/investors/ and on the EFSA’s website at https://www.fi.ee. The terms and conditions of the Bonds have been made public and are available in electronic form on Apollo´s investor website at https://apollogroup.ee/en/investors/.
Investor event
To the parties interested, Apollo will organize an introductory webinar (link) on 3 March 2026 at 13:00 (EET), where the management board will introduce the Offering.
Before investing in the Bonds, we ask that you familiarise yourself with the Prospectus, its summary, the terms and conditions of the Bonds, and the final terms in their entirety, and consult with an expert, if necessary.
Additional information:
Toomas Tiivel
CEO, Apollo Group OÜ
investor@apollogroup.ee
Silver Kalmus
Debt Securities Area Manager, AS LHV Pank
silver.kalmus@lhv.ee
This notice is an advertisement for securities within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”). Before making an investment decision, we kindly ask investors to review the Prospectus, its summary, terms and conditions of the Bonds and the final terms, available at https://www.fi.ee and https://apollogroup.ee/en/investors/. 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 Bonds, and the final terms and, if necessary, consult with an expert. Approval of the Prospectus by the Estonian Financial Supervision Authority shall not be regarded as an endorsement or recommendation of the Bonds of Apollo Group OÜ.
The information contained in this notice is not intended to be published, shared, or transmitted, in whole or in part, directly or indirectly, in the United States of America, Canada, Hong Kong, Japan, Singapore, South Africa, or in any other country or under any circumstances where such publication, sharing, or transmission would be unlawful. The Bonds of Apollo Group OÜ are being offered publicly only in Estonia, Latvia, and Lithuania, and the sale or offering of the Bonds will not take place in any jurisdiction where such offering, invitation, or sale would be unlawful without an exemption or qualification required by law. The Bonds are being offered publicly solely on the basis of the Prospectus, its summary, the terms and conditions of the Bonds, and the final terms, and the Offering is directed only to persons to whom the Prospectus is addressed. This notice has not been approved by any supervisory authority and does not constitute a prospectus.