Nasdaq Tallinn
Acquisition and Tender offer

NOTICE OF RESULTS OF THE MANDATORY TAKEOVER OFFER FOR ACQUIRING THE SHARES OF AS TALLINNA VESI

Tallinn, Estonia, 2021-05-20 07:00 CEST --  

On 13 April 2021, the City of Tallinn and Osaühing Utilitas (jointly as “Offerors“, separately as “City of Tallinn“ or “Utilitas“ respectively) began a mandatory takeover offer (the “Offer”) to acquire all A-shares of AKTSIASELTS TALLINNA VESI (“ASTV”) in accordance with the notice of the offer and the prospectus (jointly the “Offer Documents”), which were approved by the Estonian Financial Supervision Authority on 12 April 2021 and published on Nasdaq Tallinn on 13 April 2021.   

The end of the acceptance period of the Offer was on 17 May 2021 at 15:00 (Estonian time). The purchase price offered by the Offerors according to the terms of the Offer was 14,20 Euros for each A-share of ASTV (the “Purchase Price”).

As response to the Offer, the shareholders of ASTV who accepted the Offer decided to sell 1,083,834 A-shares of ASTV, which equals to approximately 5.42% of all A-shares of ASTV.

Payment of the Purchase Price and transfer of the A-shares of ASTV to the Offerors shall take place on 25 May 2021 (the “Value Date”) in accordance with the procedure described in the Offer Documents. On the Value Date, each shareholder who accepted the Offer shall be paid the amount of the Purchase Price corresponding to the number of the A-shares of ASTV sold by the accepting shareholder against the transfer of such shares.

Before the publishing of the Offer Documents, the City of Tallinn owned 10,469,565 A-shares of ASTV, which corresponded to approximately 52.35% of all A-Shares of ASTV, and Utilitas owned 3,530,435 A-shares of ASTV, which corresponded to approximately 17.65% of all A-shares of ASTV. Accordingly the Offerors owned 14,000,000 A-shares of ASTV in total, which corresponded to 70% of all A-shares of ASTV.  In addition, ASTV owns, as an own share, the single B-share of ASTV, which does not grant any shareholder’s rights to the issuer and which the Offerors have agreed to cancel (more detailed information regarding the B-share and the resolutions and intentions pertaining thereto have been provided in the prospectus).

As a result of the Offer, the Offerors acquire in total 1,083,834 A-shares of ASTV, which corresponds to approximately 5.42% of all the A-shares of ASTV, and of which the City of Tallinn acquires 541,917 A-shares and Utilitas acquires 541,917 A-shares.

Following the Value Date, the Offerors shall own in total 15,083,834 A-shares of ASTV, which corresponds to approximately 75.42% of all A-shares of ASTV.