NOTICE OF INTENTION TO MAKE TAKEOVER OFFER TO ACQUIRE ALL SHARES OF AKTSIASELTS BALTIKA
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL
Notice of intention to make takeover offer to acquire all shares of Aktsiaselts BALTIKA
KJK Fund SICAV-SIF (in liquidation) (the “Bidder”) hereby announces that it has gained dominant influence over Aktsiaselts BALTIKA (“Baltika”), and accordingly is required to make a takeover offer (the “Offer”) to acquire all shares of Baltika not held by the Bidder.
On 15 August 2019, Baltika announced the final results of public offering of Baltika Shares and final allocation of new Baltika Shares (as defined below). According to the allocation, the Bidder was allocated 46,919,146 new Baltika Shares. The increase of the share capital was registered with the Estonian Commercial Register on 13 August 2018 and 46,919,146 new Baltika Shares were issued and transferred to the Bidder prior to publication of this notice. Together with 1,586,845 Baltika Shares already held by the Bidder the Bidder holds as at the date of this notice, following the issue of new Baltika Shares, 48,505,991 Baltika Shares that grant the Bidder approximately 89.69% of all votes represented by the Baltika Shares at the general meeting of Baltika.
Accordingly, the Bidder has gained from the date of this notice dominant influence over Baltika and is in accordance with subsection 166 (1) of the Securities Market Act (“SMA”) required to make a takeover offer for all Baltika Shares within twenty days as of gaining dominant influence.
The terms and conditions of the Offer (including the price of the shares being the object of the Offer) and its acceptance will be set out in the prospectus (the “Prospectus”) and a notice of the Offer to be published by the Bidder. The Bidder will submit the Prospectus and a notice of the Offer to the Estonian Financial Supervision Authority (“EFSA”) for approval in accordance with applicable legal acts. Following the approval by EFSA, the Prospectus and a notice of the Offer will be published on the date specified by EFSA on the internet addresses listed below in clause 6.
1. Bidder and persons acting in concert with the Bidder
The Bidder is KJK Fund SICAV-SIF (in liquidation), an investment fund established under the laws of the Grand Duchy of Luxembourg, registration number in the Luxembourg Trade and Company Register B 86 729, having its registered address at 412F, route d’Esch L-1030, the Grand Duchy of Luxembourg.
The Bidder is an investment fund managed by KJK Management SA, a public limited company (Société anonyme) established under the laws of the Grand Duchy of Luxembourg, registration number in the Luxembourg Trade and Company Register B-156 627, having its registered address at 9, rue Jean-Pierre Sauvage, L-2514, the Grand Duchy of Luxembourg, the Grand Duchy of Luxembourg.
The Bidder acts independently in carrying out the Offer, i.e. there are no persons acting in concert with the Bidder in relation to this Offer.
2. Target issuer
The target issuer is Aktsiaselts BALTIKA, a public limited liability company established under the laws of the Republic of Estonia, registration number in the Estonian Commercial Register 10144415, having its registered address at Veerenni street 24, Kesklinna district, Tallinn, 10135, Harju county, the Republic of Estonia.
3. Holding and acquisition of Baltika Shares by the Bidder
As at the date of this notice, Baltika issued to the Bidder 46,919,146 new Baltika Shares as part of the completion of the increase of the share capital and public offering of the shares of Baltika. Together with 1,586,845 Baltika Shares already held by the Bidder that granted the Bidder 38,8982% of all votes represented by the Baltika Shares at the general meeting of Baltika, the Bidder holds as at the date of this notice, following the completion of the issue of new Baltika Shares, 48,505,991 Baltika Shares that grant the Bidder approximately 89.69% of all votes represented by the Baltika Shares at the general meeting of Baltika.
In the course of the increase of the share capital and public offering of the shares of Baltika, the Bidder acquired Baltika Shares for the purchase price of EUR 0.10 (in words: ten cents) per share. Within six months prior to the date of this notice the Bidder has not acquired any other Baltika Shares.
Baltika Shares which the Bidder holds are held on a nominee account of ING Luxembourg SA (a public limited company (Société anonyme) established under the laws of the Grand Duchy of Luxembourg, registration number in the Luxembourg Trade and Company Register B 6041, having its registered address at 26, Place de la Gare, L-1616, the Grand Duchy of Luxembourg, the Grand Duchy of Luxembourg) opened with Swedbank, named “ING Luxembourg S.A. AIF Account”. The Shares of Baltika which the Bidder intends to acquire under the Offer shall also be acquired to the relevant nominee account.
4. Shares being the object of the Offer
Following the completion of the increase of the share capital and public offering of the shares of Baltika, Baltika has issued a total of 54,079,490 registered common shares, each with a nominal value of EUR 0.10 (in words: ten cents) per share (the “Baltika Shares”). All existing Baltika Shares (including Baltika Shares issued as part of the increase of the share capital and public offering of the shares of Baltika) are freely transferable. The existing Baltika Shares are listed, and Baltika Shares issued as part of the increase of the share capital and public offering of the shares of Baltika will be listed, in the Baltic Main List of the Nasdaq Tallinn (“Nasdaq Tallinn”).
The Offer will be made in respect of all Baltika Shares not held by the Bidder.
Each Baltika Share grants the shareholder one vote at the general meeting.
5. Approval by the Estonian Financial Supervision Authority and publication of the Offer documents
In accordance with the laws of the Republic of Estonia, the Bidder will submit the Prospectus and a notice of the Offer as separate documents to EFSA for approval.
According to the Estonian Securities Market Act, EFSA shall decide on the approval of the separate notice of the Offer and Prospectus within 15 calendar days as of the receipt of the respective application of the Bidder. The notice of the Offer and Prospectus shall be published after their approval by EFSA at the date specified by EFSA. The terms and conditions of the Offer (including the price of the shares being the object of the Offer) and its acceptance will be set out in the Prospectus and the notice of the Offer to be published by the Bidder. The Offer will be made only after the approval of the notice of the Offer and Prospectus by EFSA.
6. Publication and places of distribution of the Offer documents
When approved by EFSA, the notice of the Offer and Prospectus will be published in electronic form:
· on the web page of Nasdaq Tallinn (www.nasdaqbaltic.com); and
· on the web page of the Estonian Financial Supervision Authority (www.fi.ee).
7. Important information
This notice does not constitute, or form part of, any offer or invitation to sell, or any solicitation of any offer to purchase any securities in any jurisdiction. The Offer will be made in accordance with the laws of the Republic of Estonia and will not be subject to any reviewing or approval by any foreign regulatory authority. The Offer will not be 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 in the Estonian language shall prevail.
This notice is not for release or distribution, directly or indirectly, in or into the United States of America, Canada, Australia, Japan or any other jurisdiction where to do so would be unlawful. 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 the relevant jurisdictions.
Neither this document nor any other information supplied in connection with the Offer should be considered as a recommendation by the Bidder or any other person to any recipient of this document (including any other information supplied in connection with the Offer) to sell any Baltika Shares. Each person contemplating selling any shares should make its own independent investigation of the financial condition and affairs of Baltika 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.
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