1. Takover offer and Offeror
AS Infortar (company registered in Estonia with registry code 10139414 and
registered address Liivalaia 9, 10118, Tallinn, Estonia, "Offeror") in
accordance with the Securities Market Act ("SMA") and other applicable legal
acts hereby makes a voluntary takeover offer to all shareholders of Aktsiaselts
Tallink Grupp ("Tallink") for acquiring all shares of Tallink ("Shares") not yet
belonging to the Offeror ("Offering"). The Offering is made based on this notice
of offer ("Notice of Offer") and the prospectus attached to it ("Prospectus",
together with the Notice of Offer, "Offer Documents").
The purpose of the Offering is to increase the shareholding of the Offeror in
Tallink and offer to Tallink shareholders, in addition to stock exchange
transactions, an additional means of exiting the investment, given that due to
the low liquidity of Nasdaq Tallinn Stock Exchange, larger shareholders of
Tallink may not have a suitable opportunity to exit their investment on market
terms. Following the Offering, the Offeror does not intend to apply for the
takeover of the remaining Shares either according to § 182(1) of the SMA or
provisions of chapter 29(1) of the Estonian Commercial Code. Furthermore, as of
the date of publishing this Notice of Offer, the Offeror does not intend to
initiate proceedings for terminating the listing of Tallink Shares at the Nasdaq
Tallinn Stock Exchange nor does the Offeror intend to initiate proceedings for
terminating the trading with Tallink Shares at Nasdaq Helsinki Stock Exchange in
the form of depositary receipts.
2. Target Company
The target company of the Offering is Aktsiaselts Tallink Grupp, a company
registered in Estonia with registry code 10238429 and registered address Sadama
5, 10111, Tallinn, Estonia.
3. Shares being the object of the Offering
The object of the Offering are registered ordinary shares of Tallink ?TALLINK
GRUPP AKTSIA", ISIN code: EE3100004466 without nominal value, with a total
number of securities being 743,569,064 shares (Shares). All Shares are freely
transferrable and listed at the Baltic Main List of Nasdaq Tallinn Stock
Exchange (ticker symbol TAL1T) and in the form of depositary receipts at Nasdaq
Helsinki Stock Exchange (ticker symbol TALLINK). Each Share gives the
shareholder the right to participate in the general meeting of shareholders of
Tallink, distribution of profit and liquidation assets upon liquidation of
Tallink as well as other rights specified in applicable regulations and articles
of association of Tallink. Each Share gives the shareholder one vote at the
general meeting of shareholders of Tallink.
4. Shares belonging to the Offeror
The Offeror owns 347,696,887 Shares that amounts to 46.76% of all Shares. The
Offeror is acting independently and there are no persons acting in concert with
the Offeror (within the meaning of § 168 of the SMA)
5. Number of Shares being acquired and purchase price
In the context of the Offering, the Offeror wishes to acquire, and the Offering
is made to acquire in total up to 395,872,177 Shares. Thus, all Shares not yet
belonging to the Offeror are the object of the Offering. Such Shares amount to
53.24% of all the Shares. The Offering is made at a price of EUR 0.55 per Share.
The minimum number of Shares is not determined, and the Offeror wishes to
acquire all Shares that are offered for sale to the Offeror.
6. Procedure for settlement
Shares sold to the Offeror during the Offering shall be transferred to the
Offeror on or about 9 August 2024 ("Settlement Day") simultaneously with the
transferal of the purchase price equivalent to the amount of sold Shares to the
bank account of Tallink shareholders' participating in the Offering.
7. Offering period
The deadline of the Offering is at 16:00 on 5 August 2024. Tallink shareholders
that wish to offer Shares to the Offeror during the Offering, can do so
according to the procedure specified in the Prospectus from the date of
publication of this Notice of Offering i.e. from 10:00 on 2 July 2024 until the
deadline of the Offering at 16:00 on 5 August 2024.
The Offeror shall publish the results of the Offering according to the
applicable legislation after the end of the Offering period on or about 7 August
2024.
8. Approval of the Estonian Financial Supervision and Resolution Authority
The Offer Documents were submitted to the Financial Supervision and Resolution
Authority for approval on 17 June 2024. The Financial Supervision and Resolution
Authority approved the Offer Documents on 1 July 2024.
9. Places of publication and distribution of Offer Documents
The Prospectus is electronically published at:
* Nasdaq Tallinn Stock Exchange website (www.nasdaqbaltic.com/
(http://www.nasdaqbaltic.com/));
* Nasdaq Helsinki Stock Exchange website
(https://www.nasdaqomxnordic.com/news/marketnotices/helsinki);
* Financial Supervision and Resolution Authority website (www.fi.ee
(http://www.fi.ee)); and
* Tallink website (https://www.tallink.com/investors/for-investors); and
* Infortar website (https://infortar.ee/en/investor).
The Notice of Offer is electronically published at:
* Nasdaq Tallinn Stock Exchange website (www.nasdaqbaltic.com/
(http://www.nasdaqbaltic.com/));
* Nasdaq Helsinki Stock Exchange website
(https://www.nasdaqomxnordic.com/news/marketnotices/helsinki);
* Tallink website (https://www.tallink.com/investors/for-investors); and
* Infortar website (https://infortar.ee/en/investor).
The Notice of Offer is published at Estonian newspaper Postimees on 3 July 2024.
Anyone wishing to obtain the hard copy of the Prospectus and Notice of Offer
should inform the Offeror vie e-mail at info@infortar.ee, phone: +372 6409978,
or mail: Liivalaia 9, 10118, Tallinn, Estonia.
10. Important information
The Offering is being made in accordance with the laws of the Republic of
Estonia and will not be subject to any review or approval by any foreign
regulatory authority. The Offering is not being made to persons whose
participation in the Offering requires an additional offer document to be
prepared, a registration effected or that any other measures would be taken in
addition to those required under the laws of the Republic of Estonia. In the
event of any inconsistency between the contents of the Prospectus and any other
document or release, the provisions of the Prospectus in the Estonian language
shall prevail.
This Notice of Offer is not for release or distribution, directly or indirectly,
in or into any jurisdiction where to do so would be unlawful or to persons or
jurisdictions who are subject to financial sanctions imposed by competent
authorities. Persons receiving this document, or any other related documents
(including custodians, nominees and trustees) must observe these restrictions
and must not send or distribute this document or any other related documents in
or into the relevant jurisdictions or to relevant persons.
Neither this Notice of Offer nor any other information supplied in connection
with the Offering should be considered as a recommendation by either Offeror or
by any other person to any recipient of this Notice of Offer (including any
other information supplied in connection with the Offering) to sell any Tallink
Shares. Each person who contemplates selling any Shares should make its own
independent investigation of the financial condition and affairs of Tallink and
its subsidiaries, the Offerors plans after takeover of Tallink Shares in case of
different scenarios and give its own appraisal to the Offering.
Unless otherwise specified in the Offer Documents, all information contained in
this Notice of Offer is presented as of the Date of the Prospectus, i.e. as of
17 June 2024.
Annex - Offering Prospectus
Infortar operates in six countries, the company's main fields of activity are
energy, maritime transport, and real estate. Infortar owns a 46,8% stake in AS
Tallink Grupp, a 100% stake in AS Eesti Gaas and a versatile and modern real
estate portfolio of approx. 113,000 m2. In addition to the three main areas of
activity, Infortar also operates in construction and mineral resources,
agriculture, printing, taxi business and many other areas. A total of 102
companies belong to the Infortar group: 47 subsidiaries, 5 affiliated companies
and 50 subsidiaries of affiliated companies. Excluding affiliates, Infortar
employs 1,318 people.
Additional information:
Kadri Laanvee
Investor Relations Manager
e-mail: kadri.laanvee@infortar.ee
(https://www.globenewswire.com/Tracker?data=f2HcO04KbX4JdNzZ1I1fgBGaQsZtI4Bbjf2b
HKFAAXAbTgIizXk8DLZuLIpdyIax6XOGUF_DfRYBt8hE38tvXEAEQVomn5DVGv7nDzT41o1Ld7U0_PoD
js0cl_zYjmMv)
phone: +372 5156662
https://infortar.ee/en/investor
(https://www.globenewswire.com/Tracker?data=hufga4iGDYD7sWpPw3tAWl9-
8JFwybvRWki_ygvCObK_cSa5PdonSyZ8OA1PBFckzjOuA6afmPERQ7ttJ_rxmQjSvD1YepLTkriZ_1Gy
GFibUS3VSd-KN20phkXUNMip)
|