Published: 2018-11-19 08:55:00 CET
Tallink Grupp
Company Announcement

AS Tallink Grupp announces the commencement of Free FDR Conversion Period and the instructions for conversion

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

AS Tallink Grupp (the “Company” or “Tallink”) announced today that it has now completed several milestones in the contemplated process for the secondary listing (the “Listing”) of the Company’s shares on the main list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) in the form of Finnish share depositary receipts (the “FDRs”). The Company announces the commencement of the Free FDR Conversion Period (as defined below) as well as the instructions for conversion.

Conversion of shares into FDRs and the Free FDR Conversion Period

Nordea Bank Abp (issuer agent for the FDRs, “FDR Issuer”) has agreed not to charge the conversion fees from the Company’s shareholders resulting from the conversion of their shares into FDRs, amounting to EUR 120, for a period commencing on or about 19 November 2018 at 12.00 noon Finnish time and ending on or about 29 November 2018 at 6.00 pm Finnish time (the “Free FDR Conversion Period”), provided that the Free FDR Conversion Period is not extended. One free conversion of shares into FDRs per securities account will be offered during the Free FDR Conversion Period (the “Campaign Conversion”). Shareholders’ own service providers' fees will still apply. Shares converted into FDRs are not subject to public trading until expected commencement of trading on or about 3 December 2018.

Please see the FDR terms and conditions for more information on the FDRs and the Listing Summary for more information on the contemplated secondary listing, available on the Company’s website at www.tallink.com/nasdaq-helsinki.

Instructions for converting shares into FDRs:

1.    Contact your book-entry account operator holding your Tallink shares and your Finnish account operator to give an order to convert shares into FDRs.

Please note: For conversions prior to commencement of trading on Nasdaq Helsinki, please contact your eligible book-entry account operator to ensure that you are able to hold unlisted Finnish securities (FDRs) in a book-entry form.

2.    Your account operators shall contact the FDR Issuer and provide the FDR Issuer with information and instructions concerning such a conversion.

3.    Conversion is conditional upon the fulfilment of certain requirements.* When all the obligations are fulfilled, the FDR Issuer uses reasonable efforts to convert on the same day.

*) For the requirements, please see the FDRs terms and conditions available on the Company’s website at www.tallink.com/nasdaq-helsinki.

For all conversions, except for the Campaign Conversions, the FDR Issuer has the right to charge the Company’s shareholder or FDR holder all fees, costs and expenses arising in connection with the conversion. The FDR Issuer may also decline to carry out any requested conversion or postpone it. Fractional shares or FDRs will not be registered. For the sake of clarity, shareholders’ own service providers’ fees will still apply in all cases.

An FDR holder may also convert FDRs into the Company’s shares by giving both the Finnish account operator with whom the FDRs are registered in a book-entry account and the eligible account operator (who shall contact the FDR Issuer) an order to this effect. The eligible account operators shall always provide the FDR Issuer with information and instructions concerning such conversion. Such conversion is not covered by the Free FDR Conversion period. Please see the FDR terms and conditions for more information.

Important Dates

  • The Free FDR Conversion Period commences on or about: 19 November 2018 at 12 noon
  • The Free FDR Conversion Period ends on or about: 29 November 2018 at 6.00 pm
  • Trading in the FDRs on the main list of Nasdaq Helsinki is expected to commence on or about: 3 December 2018


Veiko Haavapuu
Financial Director

AS Tallink Grupp
Sadama 5/7
10111 Tallinn, Estonia
Tel. +372 640 9914
E-mail veiko.haavapuu@tallink.ee


DISCLAIMER

None of the information contained herein constitute an offer to sell, or the solicitation of an offer to buy or acquire, any shares, FDRs, rights or other securities of AS Tallink Grupp in any jurisdiction whatsoever, including but not limited to, Finland, Estonia, and other member states of the European Economic Area. The information contained herein has been furnished solely for the purpose of communicating about the potential listing of, and commencement of trading in, the Company’s shares in the form of FDRs at the main list of Nasdaq Helsinki.

The information contained herein is not an offer for sale of securities in the United States. The shares, FDRs, rights or other securities of the Company referred to on this website have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder.

The information contained herein is not intended for, and must not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore, and do not constitute an offer to sell or the solicitation of an offer to buy or acquire, any shares, FDRs, rights or other securities of the Company in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore or any other country in which it would be contrary to the laws and regulations of that country.

None of the information contained herein constitute an offer of securities in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. This information is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this document relates will be only available to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This release includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this release. By their nature, forward looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Tallink cautions readers that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that its actual results of operations, including their financial condition and liquidity and the development of the industries in which it and the members of its group operate, may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this release.