The City Is Yours

A bond, or a debt security, is a fixed-income financial instrument. It may be viewed as a loan agreement between two parties: the borrower, or the issuer of the bond, and the lender, or the bondholder. By subscribing for Rotermann bonds, the bondholder provides a loan to Rotermann, and Rotermann assumes an obligation towards the bondholder to pay fixed interest to the bondholders at specified intervals until the maturity date of the bonds. In addition to the fixed interest, Rotermann is required to repay the bondholder, on the maturity date, an amount corresponding to the nominal value of the bond.

The total volume of the offering is up to EUR 6 million. In the event of oversubscription, the company reserves the right to increase the offering volume to up to EUR 8 million. The nominal value of the bonds is EUR 1,000. The bonds carry a fixed annual interest rate of 7.75% and have a maturity term of 3.5 years.

Rotermann City OÜ is the owner and operator of the Rotermann Quarter, located in the heart of Tallinn, with its core business being the leasing of real estate developed by the company. Its portfolio comprises Class A retail, service, and office premises in one of Tallinn’s most recognised and distinctive urban environments. Rotermann City OÜ is wholly owned by Perekond Sõõrumaa OÜ, which is in turn wholly owned by Urmas Sõõrumaa. By the end of the year 2025, the total rental portfolio was 47 500 m2, comprising premium class retail, service, and office spaces, along with close to 500 parking spaces. The value of its investment property portfolio stood at €184.7 million at year-end 2025.

In 2025, the company generated revenue of EUR 9.3 million, of which EUR 9.1 million comprised rental income from investment properties. The value of investment properties increased by EUR 63 million during the year, reaching EUR 184.7 million at year-end. The increase was mainly attributable to the addition of the Golden Gate building to the property portfolio.
The loss reported in the 2025 annual report amounted to EUR 608.1 thousand. This result included a non-cash impairment of investment property for EUR 3.7 million. Profit before revaluations of investment properties and depreciation amounted to EUR 3.1 million.

The Rotermann Quarter integrates historic industrial heritage with contemporary architecture, a modern commercial environment, and urban living. Located at the natural intersection of Tallinn’s Old Town, central business district, and harbour area, it has developed into one of the city’s most distinctive and highly regarded urban quarters. Rotermann is differentiated in the real estate market by its unique concept, strong market position, and clearly recognisable identity.

The proceeds of the bond issue will be used to partially repay a debt obligation to a related party, U.S. INVEST AKTSIASELTS, arising from the deferred purchase price of the shares of A3 Arendus OÜ, the subsidiary of the Issuer. A3 Arendus OÜ is developing an office building located at Ahtri 3, between the sea and the Rotermann Quarter, as part of the Talsinki Quarter.

Yes. The company intends to list the bonds on the Nasdaq First North market. Trading in the bonds on the Nasdaq Baltic First North market is expected to commence on or around 15 June 2026. This enables investors to trade the bonds on the secondary market following the issuance.

The bonds may be subscribed for by all private individuals and legal entities who hold a securities account with an account operator registered in Estonia, Latvia, or Lithuania. A list of account operators is available on the website of Nasdaq CSD, the Estonian securities register.

Subscribing for a Rotermann bond means submitting an expression of interest to acquire the company’s bonds. An investor may submit a subscription order through their investment services provider during the offering period.

The funds required for subscription must be available in the investor’s account at the time the subscription order is submitted and will be reserved until the allocation of the bonds. For example, if an investor wishes to subscribe for three bonds, the investor must have €3000, together with any applicable service fees in accordance with the bank’s price list, available in their account at the time of submitting the subscription order.

A company or other legal entity is required to have an LEI code to subscribe to the bonds. To obtain an LEI code, the legal entity should contact an LEI service provider.
Legal entities can apply for an LEI code from authorised issuing organisations. A list of such organisations is available on the website of the Global Legal Entity Identifier Foundation, or GLEIF.

The objective of the allocation process is to establish a strong and reliable investor base while ensuring that all investors are treated equally under the same circumstances.
In the event of oversubscription, Rotermann City may give preference to investors who submitted their subscription orders earlier and to Estonian investors. Depending on the number of investors and the overall level of subscription interest, Rotermann City may determine a minimum and maximum number of bonds to be allocated to a single investor and may apply different allocation principles to retail investors and institutional investors.
A complete overview of the allocation principles is set out in Section 4.6, “Allocation”, of Rotermann City’s Information Document.