Acquisition and Tender offer
NOTICE OF TAKEOVER OFFER TO ACQUIRE SHARES OF AKTSIASELTS BALTIKA
Tallinn, Estonia, 2019-09-03 08:00 CEST --
Date: 3 September 2019
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
1. Notice of mandatory takeover offer to acquire shares of Baltika
In accordance with the Securities Market Act (“SMA”) and other legal acts of the Republic of Estonia, KJK Fund SICAV-SIF (in liquidation) (the “Bidder”) is, based on this notice of offer (the “Notice of Offer”) and prospectus (the “Prospectus”, together with the Notice of Offer the “Offer Documents”), offering to acquire all shares of Aktsiaselts BALTIKA (“Baltika” or the “Target Issuer”) not held by the Bidder for the purchase price of EUR 0.10 (in words: ten cents) per share (the “Purchase Price”) on the following terms and conditions (the “Offer”):
2. 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 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 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.
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.
4. Holding and acquisition of Baltika Shares by the Bidder
At the time of this Notice of Offer, i.e. in the morning of 3 September 2019, the Bidder held 48,505,991 Baltika Shares (as defined below) that granted approximately 89.69% of all votes represented by the Baltika Shares at the general meeting of Baltika.
The Baltika Shares owned by the Bidder on the date of this Notice of Offer 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) opened with Swedbank, named “ING Luxembourg S.A. AIF Account”. To this account the Bidder also intends to acquire Baltika Shares being acquired within the framework of the Offer.
Within the six months prior to the date of the Notice of Offer the Bidder has only acquired Baltika Shares in the course of the increase of the share capital and public offering of the shares of Baltika that was completed on 16 August 2019, as part of which the Bidder acquired 46,919,146 Baltika Shares for the purchase price of EUR 0.10 (in words: ten cents) per share.
5. Shares being the object of the Offer
Baltika has issued a total of 54,079,485 registered common shares, each with a nominal value of EUR 0.10 (in words: ten cents) per share (the “Baltika Shares”). All Baltika Shares are freely transferable. All Baltika Shares are listed in the Baltic Main List of the Nasdaq Tallinn (“Nasdaq Tallinn”).
The Offer is made in respect of all Baltika Shares not held by the Bidder.
Each Baltika Share grants the shareholder one vote at the general meeting.
6. Purchase Price
The Purchase Price is EUR 0.10 (in words: ten cents) per share.
7. Term of the Offer (Acceptance Period)
The time period for accepting the Offer commences on 3 September 2019 and ends at 14:00 (Eastern European Summer Time - Estonian time) on 2 October 2019 (the “Acceptance Period”).
Each shareholder wishing to accept the Offer shall submit transaction instructions to its custodian by such deadline on the last day of the Acceptance Period as specified by the custodian which will enable the custodian to register the transaction instructions in the Depository by 14:00 (Eastern European Summer Time - Estonian time) on the last day of the Acceptance Period at the latest.
Procedure for acceptance of the Offer
Each shareholder wishing to accept the Offer and to sell its Baltika Shares shall contact the relevant custodian who operates the security account in the Nasdaq CSD SE, the regional central securities depository in the Baltics (the “Depository”), on which the Baltika Shares belonging to such shareholder are held and shall submit to the custodian a transaction instruction for the sale of its Baltika Shares in accordance with the terms and conditions set forth in the Prospectus.
Payment of the Purchase Price and transfer of Baltika Shares
Payment of the Purchase Price and transfer of Baltika Shares shall be executed on 11 October 2019 (the “Value Date”).
Payment of the Purchase Price and transfer of Baltika Shares to the shareholders who have accepted the Offer shall be executed concurrently. On the Value Date, each shareholder who have accepted the Offer will receive the Purchase Price, corresponding to the number of Baltika Shares sold by such shareholder, against the transfer of such relevant Baltika Shares.
10. Approval by the Estonian Financial Supervision Authority
The Offer Documents were submitted to the Estonian Financial Supervision Authority for approval on 16 August 2019. The Estonian Financial Supervision Authority approved the Offer Documents on 2 September 2019.
11. Publication and places of distribution of the Offer Documents
The Offer Documents will be published today, on 3 September 2019, in electronic form:
The Offer Documents are available on paper at the head office of Baltika at Veerenni street 24, Tallinn, 10135, Estonia.
12. Important information
The Offer is being 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 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 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 or the Prospectus, all information contained in this document is presented as at date of the submission of the Offer Documents to the Estonian Financial Supervision Authority, i.e. as of 16 August 2019.
Prospectus of the offer