VOLUNTARY TAKEOVER OFFER OF CLEVON INVESTORS AS TO SHAREHOLDERS OF CLEVON AS FOR THE TAKEOVER OF CLEVON AS SHARES
Introduction
Clevon Investors AS, registry code 16686123, registered address Reinu tee 48, Viljandi, Viljandi county 71020, e-mail address info@clevoninvestors.com (hereinafter the Issuer) is hereby making the current shareholders of Clevon AS, registry code 16472103 (hereinafter Clevon), a voluntary offer in order to take over their shares against which the Issuer shall transfer its own shares (hereinafter Offer).
The Offer will be executed on the terms and conditions set out in the Offer, which are described in more detail in the Offer information document appended to this stock exchange announcement.
In parallel with the Issuers Offer, Konna OÜ, registry code 10498082 (hereinafter Konna), executes an offer to take over the shares of Clevon from the shareholders, against which the shareholder shall receive the debt obligation from Konna.
The objective of the offers by the Issuer and Konna is concentrating at least 95% of all Clevon shares in the hands of the Issuer and Konna.
Legal basis of the Offer
The Offer is an offer to the public within the meaning of Article 2(d) of Regulation (EU) 2017/1129 of the European Parliament and of the Council (hereinafter the Prospectus Regulation).
On the basis of the provisions of Article 3(2)(b) of the Prospectus Regulation and § 15(1) of the Securities Market Act (hereinafter VPTS), no prospectus will be published in respect of the Offer, which is the follow-on to the voluntary offer made in spring of 2023, seeing that the total volume of the Issuer’s Offer does not exceed 5,000,000 euros per all the Contracting States in total calculated in a one-year period.
The information document of the Offer has been prepared in accordance with the provisions of § 15(6) of VPTS and the Regulation No. 7 of the Minister of Finance of 21/02/2022 “Requirements for the information document for the offer of securities”. The information document does not constitute a prospectus within the meaning of the Prospectus Regulation or VPTS.
Content of the Offer
The Issuer's Offer is intended for those existing Clevon shareholders who wish to continue as shareholders of Clevon via the Issuer.
As part of the Offer, the Issuer proposes to Clevon's shareholders to exchange their Clevon shares for the Issuer's shares with the exchange ratio of 1:1, which in economic terms will take place by making a non-monetary contribution in the form of Clevon shares into the Issuer's share capital via AS LHV Pank.
This Offer is a follow-on to the voluntary offer of the Issuer's shares made in the spring of 2023. The maximum total volume of the initial offer and the follow-on offer is EUR 5 000 000.
Within the Offer, the Issuer will make it possible to exchange a total of up to 2,032,579 Clevon shares, against which the Issuer will issue the shareholders subscribing to the Offer up to 2,032,579 of its own shares. The price of the Issuer’s shares to be issued is determined as of the settlement date of the Offer (which is presumably also the date of making the non-monetary contribution) based on the ordinary value of Clevon shares.
The Offer is available only in the Republic of Estonia and the Offer will not be available in any other jurisdiction.
Offer Period
The Offer period begins on 02 October 2023 at 10:00 a.m. and ends on 13 October 2023 at 4:00 p.m. The shareholders of Clevon may submit transaction orders to participate in the Offer until 13 October 2023 3:00 p.m.
If a situation has been achieved with the offers of the Issuer and Konna where the Issuer and Konna jointly will acquire at least 95% of Clevon’s shares after the settlement, Clevon will publish a stock announcement on the exceeding of the 95% threshold and the Offer will remain valid for at least 2 weeks after the publication of the stock announcement.
The Issuer has the right to extend or shorten the Offer period on the terms and conditions set out in the information document of the Offer.
The indicative schedule of the Offer is as follows:
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Start of the offer period: |
October 02, 2023 at 10:00 a.m. |
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Deadline for sending the instruction: |
October 13, 2023 at 3:00 p.m. |
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End of the offer period: |
October 13, 2023 at 4:00 p.m. |
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Determination and disclosure of Offer results: |
October 16, 2023 |
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Offer settlement: |
October 17, 2023 |
Steps required to accept the Offer
In economic terms, by participating in the Offer, Clevon shareholders commit to transfer their Clevon shares to the Issuer in the form of a free-of-payment delivery of securities, and to make a non-monetary contribution into the Issuer's share capital. The Issuer commits to transfer the Issuer’s shares against the Clevon shares on the second business day following the Offer period. The non-monetary contribution into the Issuer's capital in the form of Clevon shares, and the transfer of the Issuer’s shares to the shareholders of Clevon in exchange for the Clevon shares will be intermediated by AS LHV Pank.
In order to transfer Clevon shares to AS LHV Pank, the shareholders of Clevon have to submit a transaction order to their securities account manager (e.g., LHV Pank, SEB Bank, Swedbank or another bank or other person entitled to provide investment services) for the transfer of their Clevon shares on the terms and conditions set out in the Offer information document. By placing the transaction order, the current shareholder of Clevon confirms their acceptance of the terms and conditions of the Offer as set out in the Offer information document.
A current shareholder of Clevon may amend or cancel their transaction order under the Offer in accordance with the procedure set out in the Offer information document.
Conditionality of the Offer
The Issuer has the right to cancel the Offer in whole or in part at any time until Clevon publishes a stock announcement regarding the exceeding of the 95% threshold by the Issuer and Konna.
The Issuer may do this, inter alia, if the Offer is undersubscribed, i.e., if as a result of the voluntary offers the Issuer and Konna fail to acquire a total of at least 95% of Clevon's shares.
The Issuer has the right to extend or shorten the Offer period.
In the case of distribution, all investors will be treated equally under the same circumstances.
Law applicable to the Offer
The Offer and its information document will be governed by the law of the Republic of Estonia. Any disputes arising from and related to the Offer and its information document shall be settled at the Harju County Court, being the court of first instance.
Disclosure of Offer information
This voluntary takeover offer and the Offer information document will be published in the information system of Nasdaq Tallinn AS in the form of a stock exchange announcement and on the website https://clevon.com/.
The Issuer has provided the following contact information for any additional information about the Offer:
Arno Kütt
Clevon Investors AS chairman of the management board
arno.kutt@clevon.com
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