Börsiteade

Pealkiri

Agreement among certain shareholders

Teade

Tallinn, 2017-07-06 16:10 CEST (GLOBE NEWSWIRE) --
Agreement among certain shareholders

Shareholders of AS Tallink Grupp (“Tallink”) Baltic Cruises Holding, L.P.
(„BCH“) and Baltic Cruises Investment L.P. („BCI“),holding each more than 5% of
the shares in AS Tallink Grupp („Tallink Shares“) have informed Tallink in
accordance with Section 7.8 of Nasdaq Tallinn rules about an agreement they
concluded with another shareholder (Citigroup Venture Capital International
Growth Partnership (Employee) II, L.P., „CVCI“) that restricts the free
transferability of Tallink Shares documented by the Co-Investment Agreement
among BCI, BCH and CVCI dated June 29, 2017 (the “Agreement”). 

Material conditions of the Agreement are the following:

1)    CVCI grants to each of BCH and BCI a right of first refusal to purchase
any or all of CVCI's Tallink Shares that it may propose to sell or otherwise
transfer (“Transfer”) to a party other than BCH or BCI, at the same price and
on the same terms and conditions as those offered to the prospective
transferee. However, such right of first refusal shall not apply to any
Transfer of Tallink Shares by CVCI to any of its affiliates, provided, however,
that no such Transfer shall be permitted unless such affiliate shall be bound
by the same terms as those applicable to CVCI under the Agreement; 

2)    BCH shall not sell or otherwise dispose of any Tallink Shares unless the
CVCI is provided with an offer to sell a proportionate number of Tallink Shares
it holds at such time, in the same transaction, at the same time, on the same
economic terms (including price) and otherwise on substantially similar terms
as BCH; 

3)    In the event of any proposed sale or other disposition of Tallink Shares
by either BCH or BCI, the CVCI shall sell a proportionate number of Tallink
Shares it holds at such time, (e.g., if either BCH or BCI sells or otherwise
disposes of 20% of its Tallink Shares, CVCI shall sell or otherwise dispose of
20% of Tallink Shares it holds at such time in the same transaction at the same
time, on the same economic terms (including price) and otherwise on
substantially similar terms); 

4)    CVCI shall not sell or otherwise dispose of any Tallink Shares unless
each of BCH and BCI are provided with an offer to sell a proportionate number
of Tallink Shares held by BCH and BCI, respectively, at the same time, on the
same economic terms (including price) and otherwise on substantially similar
terms as the CVCI. However, this clause shall not apply to any proposed sale or
other disposition of Tallink Shares by the CVCI to an affiliate of the CVCI
pursuant to Clause 1) above; 

The Agreement terminates with (a) respect to BCI, when BCI no longer holds any
Tallink Shares, (b) with respect to BCH, when BCH no longer holds (directly or
indirectly) any Tallink Shares or (c) with respect to CVCI, when CVCI no longer
holds any Tallink Shares. 




         Veiko Haavapuu
         Finance Director
         
         AS Tallink Grupp
         Sadama 5/7
         10111 Tallinn, Estonia
         Tel. +372 640 9914
         E-mail [email protected]