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OEG: Contemplated Exit by Major Shareholders, Voluntary Takeover Offer and Business Combination Agreement

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On  19 March 2018, two major shareholders of Olympic Entertainment Group AS (the
“OEG”)  OÜ HansaAssets (a company under  the sole control of  Mr Armin Karu, the
Chairman of the Supervisory Board of OEG) and OÜ Hendaya Invest (a company under
the  sole control of  Mr Jaan Korpusov,  the member of  the Supervisory Board of
OEG),  acting  separately  and  independently,  entered  into  a  share sale and
purchase agreement (the "SPA") with Odyssey Europe AS (the “Buyer”), under which
OÜ HansaAssets  and OÜ Hendaya  Invest contemplate to  sell and transfer all the
shares  of OEG currently held by them. OÜ HansaAssets holds currently altogether
68,361,890 shares of OEG, representing 45.0368% of all the shares of OEG, and OÜ
Hendaya Invest holds altogether 28,761,910 shares of OEG, representing 18.9483%
of all the shares of OEG.

The purchase price of the shares shall be EUR 1.9 per one share.

The  contemplated  transactions  shall  be  settled  by the selling shareholders
tendering  their shares in  the voluntary takeover  offer to be  launched by the
Buyer (the “VTO”). Namely, the Buyer will launch the VTO to all the shareholders
of  OEG  for  the  same  price  of  EUR  1.9 per  one share. The exact terms and
conditions  of  the  VTO  will  be  described  in  the  VTO  prospectus  and VTO
announcement  to be published by the Buyer as soon as practically possible after
the  relevant documentation  has been  duly approved  by the  Estonian Financial
Supervision  Authority. The relevant  application was submitted  to the Estonian
Financial  Supervision  Authority  as  at  the  date  of  this announcement. The
expected  date of  launching the  VTO is  4 April 2018 and  VTO period (i.e. the
period  when the shares of OEG can be  tendered in the VTO) is expected to begin
on  4 April 2018 and end on 2 May 2018. The value date of the VTO is expected to
be 10 May 2018.

The closing of the transactions contemplated under the SPA and VTO is subject to
certain  conditions precedent, including  an approval from  the Estonian Tax and
Customs  Board for the acquisition  of dominant influence over  OEG by the Buyer
(provided  by the Estonian Tax and Customs Board either as an approval or as the
absence  of prohibiting precept pursuant to § 13 (2) of Gambling Act made within
60 business  days as  from the  submission of  the respective application to the
Estonian Tax and Customs Board).

The  SPA contains the customary representations and warranties of the sellers on
the OEG and the group of companies of OEG and the operations thereof, as well as
the  customary interim protection measures put  in place for the preservation of
the  company’s value  between signing  and closing  of transactions contemplated
under the SPA. The parties to the SPA have agreed that the profit for 2017 shall
belong  to the Buyer. Further, upon closing  of the SPA, all the current members
of the Supervisory Board will resign.

Under  the SPA,  OÜ HansaAssets  has also  agreed to  sell to  the Buyer all the
shares  of Olympic  Casino Eesti AS,  a subsidiary  of OEG. OÜ HansaAssets holds
currently  altogether  258,151 shares  of  Olympic  Casino Eesti AS, each with a
nominal  value  of  EUR  0.60, which  represent  5% of all the shares of Olympic
Casino  Eesti AS. The agreed purchase price for such shares has agreed to be EUR
6,000,000.

OEG  further informs that on 19 March 2018, OEG,  the Buyer and its direct 100%
shareholder  Odyssey  Europe  HoldCo  S.à  r.l.  (a  limited  liability  company
incorporated  under the laws of Luxemburg, registration no. B222.194, registered
office  at 5, rue Guillaume Kroll,  L-1882 Luxembourg, Luxembourg; the “HoldCo”)
entered  into  a  business  combination  agreement  regarding  OEG  (the “BCA”),
outlining  the cooperation of the parties with  respect to the VTO, and, subject
to  the  occurrence  of  the  closing  of  the  SPA, certain corporate and other
measures intended by the Buyer as OEG’s future majority shareholder.

In  accordance with the most significant terms  of the BCA, the Buyer intends to
de-list  OEG  from  the  main  list  of  Nasdaq  Tallinn  Stock  Exchange and an
extraordinary  general meeting of OEG will be convened to decide on the intended
de‑listing.  In addition to  the intended de-listing,  the Buyer as OEG’s future
majority  shareholder intends  to carry  out certain  post-closing corporate and
other  measures, including an up-stream merger of OEG with and into the Buyer as
the  surviving entity, an up-stream  merger of Olympic Casino  Eesti AS with and
into  OEG (or  its legal  successor) as  the surviving  entity, and  the sale of
shares  in OEG’s  two Latvian  subsidiaries, Olympic  Casino Latvia SIA and Ahti
SIA,  to a  member of  the Buyer's  group. OEG  and the  Buyer will  prepare and
consider documentation for the contemplated measures in due course in accordance
with  the steps and procedures  set forth in applicable  law. In addition to the
corporate  measures described  above, the  parties to  BCA may  consider certain
financing   arrangements.  Further  information  on  the  intended  post-closing
measures will be disclosed by the Buyer in the VTO documentation.

In  the opinion of the Management Board of OEG, the fact of execution of the BCA
has  no  immediate  material  effect  on  the  business operations and financial
results  of  OEG  since  the  material  transactions  contemplated under the BCA
require additional documentation in order to become effective.

The  Buyer is Odyssey Europe AS (a  company incorporated pursuant to the laws of
Estonia,  with the register code 14437516). The Buyer is part of Novalpina group
of  companies (the “Novalpina Group”), the ultimate parent of which is Novalpina
Capital  Group S.à r.l. ("Novalpina"),  a limited liability company incorporated
under  the laws of the Grand Duchy  of Luxemburg, with registered office at 44,
avenue   J.-F.   Kennedy,  L-1882 Luxembourg,  Grand  Duchy  of  Luxembourg  and
registered  with the  Luxembourg Register  of Commerce  and Companies  under no.
B214238.  The main  area of  activity of  Novalpina Group  is the  investment in
quality  mid-market businesses by capitalizing  on transactional and operational
complexity.

The Buyer or Novalpina do not hold any shares in OEG.



Madis Jääger
CEO
Olympic Entertainment Group AS
Tel + 372 667 1250
E-mail [email protected]
http://www.olympic-casino.com