Acting as Estonian counsel through international law firm Clifford Chance, we advised JPMorgan, DZ Bank, HSBC, and Swedbank on the Republic of Estonia’s EUR 1 billion 10-year sovereign bond issuance. The bonds were priced at 3.609% yield and attracted strong investor interest, with demand exceeding EUR 2.5 billion.
The transaction is notable as the bonds were issued under Estonian law, registered in the Estonian Central Securities Depository (with linkage to Euroclear and Clearstream) and were listed on Nasdaq Tallinn. While sovereign bonds of this scale are typically issued under English law, the Republic of Estonia opted to structure the transaction within its local legal and market framework, bringing international investors directly into the Estonian securities market.
Although the bonds were initially offered to international institutional investors in line with standard market practice, their listing on Nasdaq Tallinn enables access in the secondary market also for local investors. This supports the development of Estonia’s capital markets by broadening the range of tradable instruments and improving market visibility.
Scope of our work
We advised the banks on all Estonian law aspects of the transaction, including structuring the issuance under Estonian law, advising on regulatory and securities law matters, reviewing transaction documentation, supporting the registration of the bonds in the Estonian Central Securities Depository, advising in connection with the listing on Nasdaq Tallinn.
Our client team
Our client team included partner Kätlin Krisak and senior associate Oliver Ämarik.
