Update on secondary listing related activities
AS Tallink Grupp (the “Company”) has in the stock exchange release dated 23 May 2018 announced its intention to list its shares on the Nasdaq Helsinki stock exchange (“Nasdaq Helsinki”) and hereby provides an update to the process.
Secondary listing on Nasdaq Helsinki
The Company announces that it intends to list the Company’s shares in the form of Finnish depository receipts (the “FDRs”) on Nasdaq Helsinki by the end of 2018. The Company’s shares will continue to be listed on the Nasdaq Tallinn stock exchange despite the contemplated secondary listing on Nasdaq Helsinki.
The Company has concluded an issuer agreement with Nordea Bank Abp, who will act as an issuer agent for the FDRs on behalf of the Company. The Company has engaged Nordea Bank Abp, through its Denmark branch, to provide liquidity provision services as of the commencement of the trading on Nasdaq Helsinki. The Company is aiming for the commencement of trading on Nasdaq Helsinki on or around 3 December 2018.
This timetable is subject to possible delays and dependent on actions and decisions of third parties. Hence, the Company cannot ensure the fulfilment of this time schedule. Please note that the secondary listing on Nasdaq Helsinki requires certain approvals by both Nasdaq Helsinki and the Finnish Financial Supervisory Authority. The Company will provide an update on the status of the approvals as they progress.
Please note that no public offer of the FDRs by the Company on Nasdaq Helsinki will take place with the contemplated secondary listing of the FDRs and the Company will not issue any new shares in relation to the contemplated secondary listing of the FDRs.
Buy-back of own shares
Within the framework of the share buy-back conditions, approved by the Company’s Annual General Meeting on 9 June 2015, the Company will acquire from 2 November 2018 onwards its own shares in the maximum amount of EUR 500,000 and convert these shares into FDRs. A portion of the acquired shares will be used as part of a FDR reward program for the selected group of employees of Tallink Silja Oy and Tallink Silja AB. The management board of the Company approved the FDR reward program on 1 November 2018. The remaining acquired shares are intended to be used to ensure readiness to, upon necessity, support the liquidity of the FDRs on Nasdaq Helsinki.
Conversion of the Company’s shares into FDRs
Subject to the Company receiving the regulatory approvals for the secondary listing, shareholders of the Company will have the possibility to convert their shares in the Company to FDRs starting from a date to be announced separately by the Company. Nordea Bank Abp has agreed to waive the Company’s shareholders from Nordea’s conversion fee applicable to converting the Company’s shares into FDRs for a specific period (the “free conversion period”). Accordingly, one free conversion per securities account will be offered during the free-conversion period. Details about the free-conversion period will be announced separately. Shareholders’ own service providers’ fees will still apply.
OP Corporate Bank plc is acting as the Finnish financial advisor and Swedbank AS as the Estonian financial advisor to the Company in connection with the listing and issuance of FDRs. Ellex Raidla Advokaadibüroo OÜ is acting as the legal advisor for the Company in Estonia and Roschier, Attorneys Ltd. is acting as the legal advisor to the Company in Finland.
AS Tallink Grupp
10111 Tallinn, Estonia
Tel. +372 640 9914