NOTICE OF VOLUNTARY CASH OFFER TO ACQUIRE SHARES OF OLYMPIC ENTERTAINMENT GROUP
Tallinn, Estonia, 2018-04-04 08:00 CEST --
NOT TO BE DISTRIBUTED IN OR INTO CANADA, AUSTRALIA OR JAPAN
Notice of voluntary cash offer to acquire shares of OEG
In accordance with the Rules of Takeover Bids (the "Rules"), Securities Market Act ("SMA") and other laws of the Republic of Estonia, Odyssey Europe AS (the "Bidder") is, based on this notice of offer ("Notice of Offer") and prospectus ("Prospectus", together with the Notice of Offer, the "Offer Documents"), offering to acquire shares of Olympic Entertainment Group AS ("OEG" or the "Target Issuer") not held by the Bidder for the purchase price of 1.90 euros per share (the "Purchase Price”), representing a premium of 3.26% above the volume weighted average stock exchange price of the OEG Shares (as defined below) during the last six months before submission of the Prospectus to Estonian Financial Supervision Authority (the "EFSA") on 19 March 2018 (the "Filing Date"), on the following terms and conditions (the "Offer"):
1. Bidder/persons acting in concert with the Bidder/Agreement with anchor shareholders
The bidder is Odyssey Europe AS, a public limited company incorporated pursuant to the laws of Estonia, with the registry code 14437516 and registered address Harju County, Tallinn, Kristiine district, Sõpruse pst 145, 13417.
Odyssey Europe AS is part of Novalpina group of companies (the "Novalpina Group"), the ultimate parent of which is Novalpina Capital Partners I SCSp ("Novalpina"), a limited partnership (Société en commandite spéciale), established under the laws of the Grand Duchy of Luxembourg, with registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés du Luxembourg) under no. B 217.345. For the purposes of the contemplated Offer, persons acting in concert with the Bidder are the entities (incl. funds) controlled by Novalpina (the "Novalpina Group Companies"). Novalpina focuses on the investments in quality mid-market businesses across Europe.
The two anchor shareholders of OEG holding approximately 64 % of OEG's share capital have already agreed with the Bidder to accept the Offer. Following completion of the Offer, the Bidder intends to have the OEG Shares delisted from the Nasdaq Tallinn Stock Exchange.
2. Target Issuer
The target issuer is Olympic Entertainment Group AS, a company incorporated pursuant to the laws of Estonia, with the registry code 10592898 and registered address Harju County, Tallinn, Kesklinna district, Pronksi str 19, 10124.
3. Shares of OEG held by the Bidder, Novalpina and Novalpina Group Companies
As at the time the Intention of Offer was announced, i.e. in the morning of 19 March 2018, neither the Bidder nor any persons acting in concert with the Bidder held any shares in OEG. Thereafter, in the period 19 March through 23 March, the Bidder has purchased in total 3,620,085 Shares in OEG for a purchase price of EUR 1,90 for each share.
4. Description of shares being the object of the Offer
OEG has issued a total of 151,791,206 registered common shares, each without a nominal value (no-par value) (the "OEG Shares" or the “Shares of OEG”). All Shares of OEG are freely transferable. All Shares of OEG are listed in the Baltic Main List of the Nasdaq Tallinn Stock Exchange (“Nasdaq Tallinn”).
The Offer is made in respect of all Shares of OEG not held by the Bidder.
Each OEG Share grants the shareholder one vote at the General Meeting.
5. Purchase price
The Purchase Price is EUR 1.90 (in words: one Euro ninety cent) per share. The Purchase Price represents a premium of 3.26 % above the volume weighted average stock exchange price of the OEG Shares during the last six months before the Filing Date.
6. Term of the Offer (Acceptance Period)
The time period for accepting the Offer shall commence on 4 April 2018 and end on 2 May 2018 (including) (the “Acceptance Period”), subject to meeting the Closing Conditions.
Shareholders wishing to accept the Offer must submit transaction instructions to their custodians by such deadline on 2 May 2018 as specified by the custodians which will enable the custodians to register the instructions in the Nasdaq CSD SE, the regional central securities depository in the Baltics (the “Depository”), by 17:00 (Estonian time) on 2 May 2018 at the latest.
7. Closing Conditions
The Offer and the agreements entered into with OEG shareholders as a result of their acceptance of the Offer will only be completed if the following independent conditions (the “Closing Conditions”) are met:
1) (i) in the period from 4 April 2018 up until 13 June 2018 (i.e. maximum of 60 working days from 19 March 2018 when application was submitted to the Estonian Tax and Customs Board), the Bidder either (1) has received the approval for acquisition of qualifying holding of Olympic Casino Eesti AS, a subsidiary of OEG or (2) has not received the prohibiting precept for acquisition of qualifying holding of Olympic Casino Eesti AS, a subsidiary of OEG from the Estonian Tax and Customs Board pursuant to § 13 (2) of Gambling Act; and
(ii) in the period from 4 April 2018 up until 18 June 2018 (i.e. a maximum of 62 working days from 20 March 2018 when the notice(s) was submitted to the Bank of Lithuania (the "Final Deadline") the Bidder (including the Novalpina Group Companies, as required) has received the decision of the Bank of Lithuania not to oppose the proposed indirect acquisition of a qualifying holding of the capital and voting rights; ((i) and (ii) together the "Approval Conditions"); and
(iii) by the Final Deadline, the notification(s) to the Bank of Lithuania about the intention to indirectly dispose of a qualifying holding of the capital and voting rights has been filed, as required by OÜ Hansa Assets and OÜ Hendaya Invest as sellers (the "Selling Shareholders") of in total 97,123,800 OEG Shares under a sale and purchase agreement (the "SPA") with the Bidder as buyer entered into on 19 March 2018 pursuant to § 4 of Lithuanian Law on Currency Exchange Operators and the Bidder has received a copy of such notification(s); and
(iv) by the Final Deadline, the notification to the Bank of Lithuania about the decision to dispose of its qualifying holding of the capital and voting rights has been filed, as required by the appropriate Target Issuer group company pursuant to § 4 of Lithuanian Law on Currency Exchange Operators and the Bidder has received a copy of such notification; and
(v) in the period ending thirty days prior to the expiry of the Acceptance Period, Olympic Casino Eesti AS has notified the Estonian Financial Intelligence Unit of the intended change of ultimate beneficial owners of Olympic Casino Eesti AS and the Bidder has received a copy of such notification;
2) by the expiry of the Acceptance Period, the SPA has not been terminated (the "SPA Condition"); and
3) since the date of the Offer:
(i) no single or series of changes, events or effects have occurred that, individually or taken together with any other changes, events or effects have a material adverse effect on (x) the assets or financial condition of OEG and its group companies (the “OEG Group”) of more than EUR 25,000,000.00, or (y) the equity value of OEG Group of more than EUR 40,000,000.00;
(ii) no single or series of changes, events or effects have occurred which – considered individually or together – lead to a single or recurring negative impact on OEG Group's consolidated turnover of at least EUR 25,000,000.00 and/or consolidated EBITDA of, at least EUR 7,000,000.00 compared to the average annual consolidated turnover and consolidated EBITDA for the fiscal years 2016 and 2017, respectively as published in OEG's consolidated annual report as of and for the twelve-month period ending on December 31, 2017;
(iii) none of the following stock exchange indices OMX Tallinn, FTSE 100 or DAX have declined by 15% or more compared to their individual amounts (each as published on the website www.bloomberg.com) as of the closing of the respective market on the date preceding the date of this Offer;
(iv) prior to the expiry of the Acceptance Period, OEG has duly invited to an extraordinary general meeting of OEG, to take place, however, after the completion of the Offer, concerning (x) the approval of the delisting of the OEG Shares from Nasdaq Tallinn and the issuance of the instruction to OEG's management to submit the application for the delisting to Nasdaq Tallinn and (y) the appointment of new members of the OEG's supervisory board;
(v) none of the gambling licenses set forth in Annex 1 of the Prospectus issued to the entities of the OEG Group has been revoked or has been threatened (orally or in writing) to be revoked.
The calculation of whether a single or series of changes, events or effects have occurred within the meaning of section 3.(i) or 3.(ii) above shall be carried out by the auditing firm Rödl & Richter GmbH Steuerberatungsgesellschaft Wirtschaftsprüfergesellschaft, Berlin, as an independent expert ("Independent Expert"). In determining whether such change, event or effect has occurred, the opinion of the Independent Expert shall be solely decisive. If (i) the Independent Expert confirms that such change, event or effect has occurred, (ii) the opinion of the Independent Expert has been received by the Bidder prior to the expiry of the Acceptance Period and (iii) the Bidder has published the receipt and the result of the opinion of the Independent Expert no later than 2 May 2018 on Nasdaq Tallinn, the Closing Conditions pursuant to section 3.(i) and/or 3.(ii) above shall be deemed not fulfilled. Otherwise, these Closing Conditions shall be deemed fulfilled.
The Bidder retains the right to waive any of the Closing Conditions set forth under section 1 paras. (iii), (iv) and (v) as well as sections 2 and 3 above not later than 10 calendar days before the end of the Acceptance Period. The Bidder does not have the right to waive the Approval Conditions.
8. Extending the Acceptance Period subject to Approval Conditions
Provided the Approval Conditions are not met by the expiry of the Acceptance Period, the Acceptance Period is extended in regard to those shareholders of OEG who have not accepted the Offer during the Acceptance Period up until the Approval Conditions are met, however not further than 42 days as from the start of the Acceptance Period, i.e. until 16 May 2018 (including).
The extension of the Acceptance Period, if any, including the new date on which the OEG Shares tendered are transferred to the Bidder against payment of the purchase price to the shareholders who have accepted the Offer (the "New Value Date"), will be announced by the Bidder on Nasdaq Tallinn web page.
9. Procedure for acceptance of the Offer
Each shareholder wishing to accept the Offer and sell its OEG Shares (the "Accepting Shareholder") must contact the relevant custodian bank of its securities account who operates the Depository securities account on which the Shares of OEG belonging to such shareholder are held and submit to the custodian bank a transaction instruction for the sale of its OEG Shares in accordance with the terms set forth in the prospectus.
Information on how to submit acceptances to the Offer to the Depository account operators can be obtained from LHV Pank in Estonia through e- mail: firstname.lastname@example.org and through telephone: + 372 6800 400 from Monday to Friday 9 AM to 5 PM (Estonian time) during the Acceptance Period.
10. Payment of the Purchase Price and transfer of OEG Shares
Payment of the Purchase Price and transfer of the Shares of OEG shall be executed on 10 May 2018 (the "Value Date"). If the Approval Conditions are met after the expiry of the Acceptance Period, the New Value Date will be set at the latest on the 5th calendar day as from the publication of the Offer results, but on 26 June 2018 at the latest.
The settlement of the payments of Purchase Price and transfer of OEG Shares will be executed as delivery-versus-payment transactions. On the Value Date, the Bidder will pay to each Accepting Shareholder the Purchase Price according to the number of OEG Shares sold by such shareholder against the transfer of such relevant OEG Shares.
11. Agreements between the Bidder and the Selling Shareholders
The Bidder and OÜ HansaAssets (registry code 10978402), holding 68,361,890 shares i.e. 45.0368% of total share capital of OEG, and OÜ Hendaya Invest (registry code 11255565), holding 28,761,910 shares i.e. 18.9483% of total share capital of OEG have entered into the SPA within the framework of the Offer. In the SPA, it has been agreed that the Selling Shareholders will accept the Offer and transfer, subject to the fulfilment of the Closing Conditions of the Offer, their shares to the Bidder on Value Date against the payment of the price of EUR 1.90 per share.
Further details on the SPA are disclosed in the Prospectus.
12. Future intentions of the Bidder
Following completion of the Offer, the Bidder intends to have the OEG Shares delisted from the Nasdaq Tallinn. In such case, shareholders not accepting the Offer will no longer have liquid OEG Shares. The Bidder further intends the merger of OEG as transferring entity into the Bidder as assuming entity. The shareholders not accepting the Offer will be offered new shares in the Bidder. These shares will not be listed on Nasdaq Tallinn nor on any other stock exchange. Finally, provided the Bidder holds at least 90% of the OEG Shares, the Bidder intends to decide to take over the remaining OEG Shares in accordance with § 1821 of Securities Market Act. If the Bidder holds at least 90% of the OEG Shares following the completion of the Offer, the Bidder intends to first implement the takeover of the remaining OEG Shares and only subsequently merge OEG into the Bidder. If the 90% threshold is not met after completion of the Offer, the Bidder intends to first implement the merger and, if following the merger the Bidder holds at least 90% of the OEG Shares, intends to pursue the takeover of the remaining OEG Shares.
13. Approval by Estonian Financial Supervision Authority
The Prospectus and the Notice of the Offer were submitted to the EFSA for approval on 19 March 2018. The Offer Documents and the terms of the Offer have been approved by EFSA on 2 April 2018.
14. Publication and places of distribution of the Offer Documents
The Offer Documents will be published today, on 4 April 2018 in electronic form:
The Offer Documents will also be made available on paper at the head office of LHV Bank at Tartu mnt 2, 10145 Tallinn.
15. Important Information
The Offer is being made in accordance with the laws of the Republic of Estonia and will not be subject to any filing with, 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 shall prevail.
Neither this document nor any other information supplied in connection with the Offer should be considered as a recommendation by Odyssey Europe AS or any other person acting in concert with Odyssey Europe AS or any other person to any recipient of this document (including any other information supplied in connection with the Offer) to sell any shares of Olympic Entertainment Group AS. Each person contemplating selling any shares should make its own independent investigation of the financial condition and affairs of Olympic Entertainment Group AS and its subsidiaries, and its own appraisal of the merits of the Offer.
The Offer is not being and will not be made, directly or indirectly, in or into Canada, Australia or Japan. The Offer is not and will not be capable of acceptance in or from Canada, Australia or Japan.
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 Canada, Australia or Japan. Doing so may render invalid any purported acceptance.
Unless otherwise specified in this notice or the Prospectus, all information contained in this document is presented as at Filing Date.