Acquisition and Tender offer
NOTICE ON INTENTION TO MAKE VOLUNTARY CASH OFFER TO ACQUIRE ALL SHARES OF OLYMPIC ENTERTAINMENT GROUP
NOT TO BE DISTRIBUTED IN OR INTO CANADA, AUSTRALIA OR JAPAN
Notice on intention to make voluntary cash offer to acquire all shares of OEG
Odyssey Europe AS (the “Bidder”), a company belonging to Novalpina Group, is announcing its intention to make a voluntary offer to acquire all shares of Olympic Entertainment Group AS (“OEG”) for the purchase price of EUR 1.90 (in words: one Euro and ninety cent) per share, representing a premium of 3.26 % above the volume weighted average stock exchange price of the OEG Shares (as defined below) during the last six months (the “Offer”).
The two anchor shareholders of OEG holding approximately 64 % of OEG's share capital have already agreed with the Bidder to accept the Offer. Following completion of the Offer, the Bidder intends to have the OEG Shares delisted from the Nasdaq Tallinn Stock Exchange (“Nasdaq Tallinn”).
The terms of the Offer and its acceptance will be based exclusively on the Prospectus that is expected to be approved by the Estonian Financial Supervisory Authority ("EFSA") not later than on 3 April 2018, and following the approval by EFSA will be published on the date specified by EFSA on the internet addresses listed below under 13.
1. Bidder and persons acting in concert with the Bidder
The bidder is Odyssey Europe AS, a public limited company incorporated pursuant to the laws of Estonia, with the registry code 14437516 and registered address Harju County, Tallinn, Kristiine district, Sõpruse pst 145, 13417.
Odyssey Europe AS is part of Novalpina group of companies (the “Novalpina Group”), the ultimate parent of which is Novalpina Capital Partners I SCSp ("Novalpina"), a limited partnership (Société en commandite spéciale), established under the laws of the Grand Duchy of Luxembourg, with registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés du Luxembourg) under no. B 217.345. For the purposes of the contemplated Offer, persons acting in concert with the Bidder are the entities (incl. funds) controlled by Novalpina (the “Novalpina Group Companies”). Novalpina focuses on the investments in quality mid-market businesses across Europe.
2. Target Issuer
The target issuer is Olympic Entertainment Group AS, a company incorporated pursuant to the laws of Estonia, with the registry code 10592898 and registered address Harju County, Tallinn, Kesklinna district, Pronksi str 19, 10124.
3. Shares of OEG held by the Bidder, Novalpina and Novalpina Group Companies
The Bidder and Novalpina do not hold any shares in OEG. The persons acting in concert with the Bidder do not hold any shares in OEG.
4. Description of shares being the object of the Offer
OEG has issued a total of 151,791,206 registered common shares, each without a nominal value (no-par value). All shares of OEG are freely transferable. All shares of OEG are listed in the Baltic Main List of the Nasdaq Tallinn.
The Offer is made in respect of all shares of OEG, being 151,791,206 shares, representing 100% of all shares of OEG (the “OEG Shares” or the “Shares of OEG”).
Each OEG Share grants the shareholder one vote at the General Meeting.
5. Purchase price
EUR 1.90 (in words: one Euro and ninety cent) per share (the “Purchase Price”).
6. Term of the Offer (Acceptance Period)
The time period for accepting the Offer shall commence on the day of the publication of the notice of offer and the prospectus and lasts no less than 28 days (the “Acceptance Period”), subject to meeting the Closing Conditions.
Shareholders wishing to accept the Offer must submit transaction instructions to their custodians by the end of the Acceptance Period as specified by the custodians which will enable the custodians to register the instructions in the Nasdaq CSD SE, the regional central securities depository in the Baltics (the “Depository”), by 17:00 (Estonian time) on the last day of the Acceptance Period at the latest.
7. Closing Conditions
The Offer and the sales agreements entered into with OEG shareholders as a result of their acceptance of the Offer will only be completed if specific independent conditions (the “Closing Conditions”) are met, including, among others, the approval or decision not to oppose the acquisition of dominant influence over (i) Olympic Casino Eesti AS, a subsidiary of OEG from the Estonian Tax and Customs Board and (ii) UAB Mecom Grupp, a 100% subsidiary of OEG, from Bank of Lithuania (the "Approval Conditions").
8. Extending the Acceptance Period subject to Approval Condition
Provided the Approval Conditions are not met by the expiry of the Acceptance Period, the Acceptance Period is extended in regard to those shareholders of OEG who have not accepted the Offer during the Acceptance Period on the terms and conditions to be provided in the prospectus.
The extension of the Acceptance Period, if any, including the new Value Date, will be announced by the Bidder on Nasdaq Tallinn web page.
9. Procedure for acceptance of the Offer
Each shareholder wishing to accept the Offer and sell its OEG Shares (the “Accepting Shareholder”) must contact the relevant custodian bank of its securities account who operates the Depository securities account on which the Shares of OEG belonging to such shareholder are held and submit to the custodian bank a transaction instruction for the sale of its OEG Shares in accordance with the terms set forth in the prospectus.
Information on how to submit acceptances to the Offer to the Depository account operators can be obtained from LHV Bank in Estonia (contact details to be provided in the prospectus) during the Acceptance Period.
10. Payment of the Purchase Price and transfer of OEG Shares
Payment of the Purchase Price and transfer of the Shares of OEG shall be executed no later than during 5 days as from the publication of the Offer results (the “Value Date”). The results of the Offer will be published no later than on the 6th trading day from expiry of the Acceptance Period. If an Approval Condition is met after the expiry of the Acceptance Period, the new Value Date will be set no later than during 5 days as from the publication of the final Offer results.
The settlement of the payments of Purchase Price and transfer of OEG Shares will be executed as delivery-versus-payment transactions. On the Value Date, the Bidder will pay to each Accepting Shareholder the Purchase Price according to the number of OEG Shares sold by such shareholder against the transfer of such relevant OEG Shares.
11. Agreements between the Bidder and the majority shareholders of OEG
The Bidder and the majority shareholders of OEG (OÜ HansaAssets, registry code 10978402, holding 68,361,890 shares, i.e. 45.0368% of total share capital, and OÜ Hendaya Invest, registry code 11255565, holding 28,761,910 shares, i.e. 18.9483%) have entered into a share purchase agreement (the “Agreement”) within the framework of the Offer. In the Agreement, it has been agreed that the majority shareholders will accept the Offer and, subject to the fulfilment of the Closing Conditions of the Offer, transfer their shares to the Bidder on Value Date for the price of EUR 1.90 per share.
Further details on the Agreement will be disclosed in the prospectus.
12. Approval by Estonian Financial Supervision Authority
In accordance with the laws of the Republic of Estonia, the Bidder submits on 19 March 2018 a separate notice and prospectus of the Offer to EFSA for approval.
Unless otherwise stated in this notice of intention, all information contained in this notice is presented as at 19 March 2018, the date of submission of the prospectus and the separate notice of the Offer to EFSA. The terms of the Offer specified above may be changed or specified, if so requested by EFSA.
According to the Securities Markets Act of Estonia, EFSA shall decide on the approval of the separate notice and prospectus of the Offer within 15 calendar days as of the receipt of the respective application of the Bidder. The notice and prospectus of the Offer shall be published after their approval by EFSA at the date specified by EFSA. If EFSA decides not to approve the separate notice and the prospectus of the Offer, then the Offer will not be made.
13. Publication and places of distribution of the Offer documents
If approved by EFSA, the separate notice and prospectus on the Offer will be published in electronic form:
The notice and prospectus will also be made available on paper at the head office of LHV Bank at Tartu mnt 2, 10145 Tallinn.
14. Important Information
The Offer is being made in accordance with the laws of the Republic of Estonia and will not be subject to any filing with, or approval by, any foreign regulatory authority. The Offer is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are 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 shall prevail.
Neither this document nor any other information supplied in connection with the Offer should be considered as a recommendation by Odyssey Europe AS or any other person acting in concert with Odyssey Europe AS or any other person to any recipient of this document (including any other information supplied in connection with the Offer) to sell any shares of Olympic Entertainment Group AS. Each person contemplating selling any shares should make its own independent investigation of the financial condition and affairs of Olympic Entertainment Group AS and its subsidiaries, and its own appraisal of the merits of the Offer.
The Offer is not being and will not be made, directly or indirectly, in or into Canada, Australia or Japan. The Offer is not and will not be capable of acceptance in or from Canada, Australia or Japan.
Persons receiving this document or any other related documents (including custodians, nominees and trustees) should observe these restrictions and must not send or distribute this document in or into Canada, Australia or Japan. Doing so may render invalid any purported acceptance.
This document contains forward-looking statements. Such forward-looking statements are those that address activities, events or developments that are believed or anticipated to occur in the future, including statements relating to industry trends, business opportunities and on-going commercial arrangements and discussions, as well as any statements about future operating performance or financial results. In some cases, you can identify these statements by forward-looking expressions such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “might,” “will,” “should,” or the negative of these terms and other comparable terminology, although not all forward-looking statements are so identified. All such statements are based upon the Bidder’s current expectations and various assumptions, and apply only as of the date of filing Offer documents with EFSA. The Bidder’s expectations and beliefs are expressed in good faith and in belief that there is a reasonable basis for them. However, there can be no assurance that forward-looking statements will materialize or prove to be correct. Because these forward-looking statements involve risks and uncertainties, the outcome could differ materially from those set out in the forward-looking statements for a variety of reasons, including without limitation, changes in industry and market conditions, increased competition, changes in customer preferences and fluctuation in customer income, consolidations or restructuring, continued uncertainty in performance, product liability, possible adverse results of pending or future litigation or infringement claims, legislative or regulatory changes. The Bidder undertakes no obligation to update publicly any forward-looking statements whether as a result of new information or future events.