NOTICE OF INTENTION TO MAKE A VOLUNTARY TAKEOVER OFFER TO ACQUIRE THE SHARES OF AKTSIASELTS TALLINK GRUPP
June 17 2024 - 2:00AM
NOTICE OF INTENTION TO MAKE A VOLUNTARY TAKEOVER OFFER TO ACQUIRE
THE SHARES OF AKTSIASELTS TALLINK GRUPP
AS INFORTAR (a company registered in Estonia
with registry code 10139414, “Infortar” or
“Offeror”) announces its intention to make a
voluntary takeover offer to all shareholders of Aktsiaselts Tallink
Grupp (“Tallink”) to acquire all shares of Tallink
not held by the Offeror (“Offer”).
After the Offer, the Offeror does not intend to
apply for takeover of the remaining shares either according to §
1821 of the Estonian Securities Market Act or provisions of chapter
291 of the Estonian Commercial Code. With the Offer the Offeror
wishes to increase its shareholding in Tallink and to offer the
investors of Tallink an opportunity to exit their investment in
extent and on conditions not available on the stock exchange. As of
the date of this notice the Offeror does not intend to initiate
proceedings for terminating the listing of Tallink shares at Nasdaq
Tallinn Stock Exchange or Nasdaq Helsinki Stock Exchange (with
respect to depository receipts).
The Offer takes place as a voluntary takeover
offer and the Offeror is not obliged to conduct the Offer under §
166 of the Estonian Securities Market Act. The Offeror makes the
Offer with the price of 0.55 euros per one Tallink share. Upon
determining the offer price, the average market price of Tallink
shares for the last three years (ca 0.61 euros) has been taken into
account from which the dividend payable to all shareholders of
Tallink on 3 July 2024 in the sum of 0.06 euros per share has been
deducted.
A voluntary takeover offer means that the
offeror must not determine the offer price based on the criteria
for determining the just price specified in the takeover offer
rules. Furthermore, this also means that the shareholders are not
obligated to participate in the Offer. All shareholders may freely
choose whether to accept the Offer or not. Infortar treats all
shareholders equally and the Offer is made with respect to all
shares of Tallink not yet belonging to the Offeror.
Chairman of the Management Board of
Infortar Ain Hanschmidt:
„Estonian economy has been declining for nine
consecutive quarters, country’s credit rating has been lowered and
the geopolitical risk is still high. In case Tallink has any
shareholders who doubt in the economic outlook of our region then
this offer brings liquidity to the market and provides them an
opportunity to consider an exit. Infortar believes in the financial
and market position of Tallink and plans to keep it a public listed
company, however, it must be taken into account that for larger
international investors the liquidity of the company’s stock and
market depth is limited – the average daily turnover of Tallink
shares for the last year is about 175,000 euros“
The terms of the Offer and its acceptance shall
be determined in the takeover prospectus
(“Prospectus”) and Offer notice to be published by
the Offeror. In accordance with applicable law the Offeror shall
submit the Prospectus and the Offer notice to the Estonian
Financial Supervision and Resolution Authority
(“EFSA”) for approval. The Prospectus and Offer
notice shall be published at a date determined by EFSA after their
approval, however, the Offeror intends to start the Offer in the
beginning of July 2024 and the Offer is intended
to last for 35 days.
This notice does not constitute, or form part
of, any offer, invitation or solicitation by any party to sell or
purchase any securities in any jurisdiction.
The Offer shall be 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 Offer
will not be made to persons whose participation in the Offer
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 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 in or into the
relevant jurisdictions or to relevant persons.
Neither this document nor any other information
supplied in connection with the Offer should be considered as a
recommendation by either Offeror or by any other person to any
recipient of this document (including any other information
supplied in connection with the Offer) 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, and its own appraisal of the
Offer.
Unless otherwise specified in this notice, all
information contained in this notice is presented as at the date of
this notice.
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 LaanveeInvestor Relations
Managere-mail: kadri.laanvee@infortar.eephone: +372
5156662https://infortar.ee/en/investor