NOTICE OF VOLUNTARY TAKEOVER OFFER TO ACQUIRE SHARES OF AKTSIASELTS
TALLINK GRUPP
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 § 1821 of the SMA or provisions of chapter 291
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/);
- Nasdaq
Helsinki Stock Exchange website
(https://www.nasdaqomxnordic.com/news/marketnotices/helsinki);
-
Financial Supervision and Resolution Authority website (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/);
- 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 LaanveeInvestor Relations
Managere-mail: kadri.laanvee@infortar.eephone: +372
5156662https://infortar.ee/en/investor