NOTICE OF TAKEOVER OFFER TO ACQUIRE SHARES OF AKTSIASELTS TALLINNA VESI
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 mandatory takeover offer to acquire the shares of AKTSIASELTS TALLINNA VESI
In accordance with the Securities Market Act (“SMA”) and other legal acts of the Republic of Estonia, the City of Tallinn and Osaühing Utilitas (jointly as “Offerors“, separately either as “City of Tallinn“ or “Utilitas“ respectively) are, based on this notice of offer (“Notice of Offer”) and the prospectus (“Prospectus”, together with the Notice of Offer as “Offer Documents”), offering to acquire all A-shares of AKTSIASELTS TALLINNA VESI (“ASTV” or “Target Company”) not held by the Offerors for the purchase price of EUR 14.20 (fourteen euros and twenty cents) per share (“Purchase Price”) on the following terms and conditions (“Offer”):
Offerors and persons acting in concert with the Offerors
2.1 City of Tallinn
City of Tallinn is a local government unit operating as a legal person in public law under the Local Government Organisation Act, the Statutes of the City of Tallinn enacted on the basis thereof and other applicable legal acts. More information about the City of Tallinn is published in the Prospectus. On the date of publication of this Notice of Offer, the City of Tallinn owns approximately 52.35% shareholding in the Target Company.
In making the Offer, the City of Tallinn acts via the Tallinn City Office (registry code of the state register of state and local government agencies 75014920, address Vabaduse väljak 7, 15199 Tallinn, Republic of Estonia).
OÜ Utilitas, registry code 12205523, address at Punane 36, 13619 Lasnamäe district, Tallinn, Harju county, Republic of Estonia, is an Estonian energy group which main activity is production of heat and electricity and provision of district heating services. Utilitas is the largest Estonian producer of renewable energy. Utilitas offers solutions suitable for customers and the environment all over Estonia.
On the date of publication of this Notice of Offer, the Utilitas group comprises district heating service providers AS Utilitas Tallinn (registry code 10811060) and AS Utilitas Eesti (registry code 10419088), and OÜ Utilitas Tallinna Elektrijaam (registry code 10938397), producing electricity and heat in Tallinn. Utilitas holds 100% of shares in these group companies. All companies operate in and are registered in Estonia. On the date of publication of this Notice of Offer, Utilitas owns approximately 17.65% shareholding in the Target Company, 20% shareholding in the Lithuanian company UAB Telšių vėjo energija (Lithuanian registry code 304986013) and 50% shareholding in OÜ TCK Wind (registry code 16171123).
2.3 Persons acting in concert with the Offerors
In connection with the Offer, the Offerors act in concert with each other pursuant to the shareholders' agreement concluded between them and ASTV and the share purchase agreement concluded by the Offerors (as buyers). Neither Offeror has, other than the other Offeror, any other persons acting in concert with them upon making the Offer within the meaning of Article 168(1) of the SMA.
3. Target Company
The target company is AKTSIASELTS TALLINNA VESI, registry code 10257326, having its registered address at Ädala st. 10, 10614 Põhja-Tallinna district, Tallinn, Harju county, the Republic of Estonia.
4. Holding and acquisition of ASTV shares by the Offerors
On the date of publication of this Notice of Offer, i.e. as of 13 April 2021 at 08:00, the City of Tallinn holds 10,469,565 ASTV A-shares, representing approximately 52.35% of all ASTV A-shares. ASTV owns 1 ASTV’s B-share, which, as an own share, does not grant ASTV any rights of a shareholder. The Offerors have agreed that the B-share will be cancelled. More detailed information about the B-share and the decisions and intentions concerning the B-share is published in the Prospectus.
On the date of publication of this Notice of Offer, i.e. as of 13 April 2021 at 08:00, Utilitas holds 3,530,435 ASTV A-shares, representing approximately 17.65% of all ASTV A-shares.
On the date of publication of this Notice of Offer, i.e. on 13 April 2021 at 08:00, the Offerors own in total 14,000,000 ASTV A-shares, representing 70% of all ASTV A-shares.
During the six months preceding the date of the Prospectus (01.10.2020 – 31.03.2021) and during the six months preceding the date of publication of this Notice of Offer (13.10.2020 – 12.04.2021) the Offerors have acquired ASTV shares only under the share purchase transaction between the Offerors, United Utilities (Tallinn) B.V. and United Utilities PLC that was completed on 31.03.2021, whereby each Offeror acquired 3,530,435 ASTV A-shares for a price of EUR 14.20 per share.
The Offerors acquire shares that will be sold on the basis of the Offer in equal amounts (each Offeror intends to acquire 50% of the shares to be sold by the shareholders of ASTV who have accepted the Offer). In case the total number of shares to be sold to the Offerors on the basis of the Offer is an odd amount, Utilitas will acquire the one additional share.
Shares being the object of the Offer
On the date of publication of this Notice of Offer, the total share capital of ASTV is EUR 12,000,060, which comprises 20,000,000 A-shares, each with a nominal value of EUR 0.60 (sixty cents), and 1 B-share with a nominal value of EUR 60 (sixty) (until it will be cancelled by a shareholders’ resolution). ASTV A-shares are freely transferable. ASTV A-shares are listed in the Baltic Main List of Nasdaq Tallinn stock exchange (with a ticker TVEAT) and registered in the Estonian Securities Register with ISIN code EE3100026436.
The Offer will be made for the purchase of all ASTV A-shares not held by the Offerors, which represent 30% of all ASTV A-shares, on the terms and conditions set out in the Offer Documents. The object of the Offer is 6,000,000 ASTV A-shares with a nominal value of EUR 0.60 (sixty cents) per share (“Shares”).
Each Share grants the shareholder the right to participate in the general meeting of ASTV shareholders and in the distribution of profits and, upon dissolution, of the remaining assets of ASTV, as well as other rights provided by law or stipulated by the articles of association of ASTV. Each Share grants the shareholder one vote at the general meeting of shareholders of ASTV.
6. Purchase Price
The Purchase Price is EUR 14.20 (fourteen euros and twenty cents) per Share.
Term of the Offer (Acceptance Period)
The time period for accepting the Offer commences on 13 April 2021 at 10:00 and ends on 17 May 2021 at 15:00 Estonian time (Eastern European Summer Time) (“Acceptance Period”).
Shareholders wishing to accept the Offer must submit transaction instructions to their securities account manager no later than on the 17 May 2021 by the time specified by the securities account manager in a manner that will enable the securities account manager to register the transaction orders with Nasdaq CSD SE, Estonian Securities Register registrar no later than on 17 May 2021 at 15:00 Estonian time (Eastern European Summer Time).
8. Procedure for acceptance of the Offer
Each shareholder wishing to accept the Offer (“Accepting Shareholder”) and to sell its ASTV Shares to the Offerors shall contact its securities account manager who operates the securities account opened in Nasdaq CSD SE, the regional central securities depository in the Baltics (“Depository”), where the Shares to be sold by the respective Accepting Shareholder are held, and shall submit via the account manager a transaction order for the sale of the desired number of its Shares in accordance with the terms and conditions set forth in the Prospectus.
9. Payment of the Purchase Price and transfer of Shares
The Purchase Price shall be paid in cash and the transfer of Shares to the Offerors shall be executed on 25 May 2021 (“Value Date”). On the Value Date, each Accepting Shareholder will receive the Purchase Price, corresponding to the number of Shares sold by such shareholder, against the transfer of these Shares.
The Shares sold by each Accepting Shareholder to the Offerors in the course of the Offer will firstly be transferred on the Value Date from each Accepting Shareholder to the special designated securities account of AS SEB Pank as the principal of the Offerors. The Offerors shall previously make available to AS SEB Pank a sufficient amount of money for payment of the Purchase Price, which AS SEB Pank shall transfer to Nasdaq CSD SE and the latter shall arrange the payment of the Purchase Price of the Shares being sold to each Accepting Shareholder according to the number of Shares sold by such shareholder simultaneously with the transfer of the Shares. After payment of the Purchase Price, AS SEB Pank will transfer the Shares from the special designated securities account to the securities accounts of the Offerors in accordance with the agreement on the allocation of Shares described in section 4 of the Notice of Offer.
Approval by the Estonian Financial Supervision Authority
The Offer Documents were submitted to the Estonian Financial Supervision Authority for approval on 1 April 2021. The Estonian Financial Supervision Authority approved the Offer Documents on 12 April 2021.
Publication and places of distribution of the Offer Documents
The Offer Documents will be published today, on 13 April 2021, in electronic form:
The Offer Documents are available on hard copy:
At ASTV’s head office located at Ädala 10, Tallinn, Estonia;
At Tallinn City Office located at Vabaduse väljak 7, Tallinn, Estonia; and
At Utilitas’ office located at Maakri 19/1, Tallinn, Estonia.
The Offer is being made in accordance with the laws of the Republic of Estonia and will not be subject to any review or approval by any foreign regulatory authority. The Offer is not being made to persons whose participation in the Offer requires an additional offer document to be prepared, a registration effected or that any other measures would be 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) must 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 either Offeror or by any other person to any recipient of this document (including any other information supplied in connection with the Offer) to sell any ASTV Shares. Each person who contemplates selling any shares should make its own independent investigation of the financial condition and affairs of ASTV 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 1 April 2021.
Prospectus of the Offer