Nasdaq Tallinn
Announcement from the exchange

Announcement of the Initial Public Offering of Shares of AKTSIASELTS INFORTAR

AKTSIASELTS INFORTAR (registry code: 10139414, address Sadama tn 5, 10111, Tallinn, Estonia; the Company), hereby announces the initial public offering of its shares (the Offering). The Offering will be carried out on the basis of the prospectus prepared by the Company and approved by the Estonian Financial Supervision and Resolution Authority (Finantsinspektsioon, the EFSA) on 27 November 2023 (the Prospectus).  Full details of the Offering are set out in the Prospectus.

Chairman of the Management Board of Infortar Ain Hanschmidt:

“We are opening our portfolio and wish to grow our success with new investors. Our portfolio that is focused on energy, maritime transport and real estate is diverse and international, proven in crises and has a big growth potential. According to our vision, Infortar is dedicated to developing the productivity of its companies – Eesti Gaas has become the biggest private capital energy company in the Finnish and Baltic region, Tallink has become the biggest maritime transport company on the Baltic Sea and for real estate we are one of the biggest asset owners in the region. We are long-term experienced investors and wish to provide dividend security to new investors.”

Managing Director of Infortar Martti Talgre:

“Infortar has a diverse portfolio, strong balance sheet and modest loan burden – our cash flow is secure and enables us to pay dividends. We determined the Offering amount based on the needs of the Company and the price range based on its appeal to the investors. Searching for and utilising of growth opportunities is in the DNA of Infortar. Growth has originated from international expansion and investments that amount to a quarter billion euros in the past years.”

Chairman of the Management Board of Eesti Gaas Margus Kaasik:

“Infortar owned Eesti Gaas earns most of its revenue from foreign markets. We have led the transition to western LNG in the area and thus won new clients and market share. Besides sales we have significantly increased our energy infrastructure sector by acquiring the biggest Latvian gas distribution network and built a bunkering ship. We are also actively involved in renewable energies by producing and selling local biogas and solar energy. In the long run we see natural gas as the main supporting energy type for renewable energy sources.”

Key terms of the Offering

In the course of the Offering, the Company is offering up to 1,200,000 newly issued ordinary shares with a nominal value of 0.10 euros per share with the possibility to increase the number of the offered ordinary shares up to 1,800,000  newly issued ordinary shares with a nominal value of 0.10 euros per share (the ordinary shares offered by the Company hereinafter together referred to as the Offer Shares and all the shares of the Company hereinafter as the Shares). The Company may increase the number of the issued Offer Shares to the above maximum amount at its own discretion, by consulting previously with AS LHV Pank and Swedbank AS (together as the Arrangers) as well as considering the results of the Offering and the position of the management regarding the need to raise additional capital.

In addition, Swedbank AS (Stabilising Arranger) has the right to, in consultation with AS LHV Pank, pursuant to the allocation of the Offering decided by the Company, allocate to the investors additionally up to 180,000 Offer Shares (Overallotment Shares). Upon the allocation of the Overallotment Shares to the investors in full, the total number of the Offer Shares is 1,380,000 (in case the Offering is carried out in the base volume) or 1,980,000 (if the volume of the Offering is increased). The Overallotment Shares shall have the same rights as the Offer Shares.

The Company has one class of Shares and all the Offer Shares are or will be of the same class.

The Offering consists of (i) an offering of the Offer Shares to retail investors in Estonia (Retail Offering) and (ii) an offering of the Offer Shares to institutional investors for the purposes of EU Regulation 2017/1129 (Prospectus Regulation) in Estonia and in certain select member states of the European Economic Area and in the United Kingdom (Institutional Offering). The Company may also in the course of the Offering offer the Offer Shares non-publicly to investors in Member States of the European Economic Area based on certain other exceptions provided in the Prospectus Regulation.

The subscription period for the Offer Shares commences on 28 November 2023 at 10:00 (Estonian time) and ends on 7 December 2023 at 16:00 (Estonian time) (Offer Period), unless there is a decision to change the Offer Period or the Offering is cancelled.

The Offer Shares are offered at a price range of 26.00 to 32.00 euros per Offer Share (Offer Price Range). The final offer price per Offer Share is determined by the Company after the completion of the book-building process regarding the Institutional Offering, having consulted with the Arrangers in advance, and will be the same for all investors in the Offering.  A retail investor participating in the Retail Offering may submit a subscription order for subscribing for the Offer Shares only at a price that corresponds to the upper end of the Offer Price Range, i.e. 32.00 euros per one Offer Share.

Taking into account the minimum and maximum amount of Offer Shares (including Overallotment Shares) and the Offer Price Range the monetary amount of the Offering is between 31.2 to 63.4 million euros.

An investor wishing to subscribe for the Offer Shares in the Retail Offering should contact an account operator that operates such investor’s securities account at Nasdaq CSD SE Estonian Branch (Nasdaq CSD) and submit a subscription undertaking within the Offer Period for the purchase of the Offer Shares pursuant to the terms of the Offering. The subscription undertaking must be submitted to the account operator by the end of the Offer Period. By submitting a subscription undertaking, an investor authorises the Nasdaq CSD account operator who manages the current account associated with the investor’s securities account to immediately block the full transaction amount on the investor’s current account until the settlement of the Offering is completed or funds are released in accordance with the terms and conditions of the Prospectus.

In order to subscribe for the Offer Shares in the Institutional Offering, the investor should contact the Arrangers.  

The expected timetable of the Offering is as follows:

Listing and admission to trading

The Company has applied for listing and admission to trading of all of its Shares, including the Offer Shares, on the Baltic Main List of Nasdaq Tallinn Stock Exchange. The trading of the Shares is expected to commence on the Baltic Main List of Nasdaq Tallinn Stock Exchange on or about 14 December 2023.

Availability of the Prospectus

The Prospectus in Estonian is available in electronic form as of the date of this announcement on the website of the Company (https://infortar.ee/et/ipo) and on the website of the EFSA www.fi.ee.   

Any interested party may request delivery of an electronic copy of the Prospectus from the Company and the Arrangers without charge.

Before making an investment decision, investors should read the Prospectus and the summary of the Prospectus and, if necessary, consult with a person specialising in advising on such investments.

Further enquiries:

Kadri Laanvee

Head of Investor Relations of AS Infortar

kadri.laanvee@infortar.ee

https://infortar.ee/et/ipo

----Important notice----

Not for release, directly or indirectly, in the United States of America or any other jurisdiction or under circumstances where to do so would be unlawful or to persons who are subject to financial sanctions imposed by competent authorities.

This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. Investors should not make an investment decision with respect to securities referred to in this announcement without reading the Prospectus in order to fully understand the potential risks and rewards associated. The Shares of the Company are offered publicly only in Estonia. The Prospectus is available on the website of the EFSA (www.fi.ee) and on the website of the Company (https://infortar.ee/et/ipo). The approval of the Prospectus by the EFSA should not be understood as an endorsement of the securities.

This announcement shall not constitute or form part of any offer to sell or the solicitation of an offer to buy, nor shall there be any Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. There shall be no Offering for persons who are subject to financial sanctions by competent authorities. Any offer to acquire the Shares will be made, and any investor should make his/her investment, solely on the basis of information that will be contained in the Prospectus and its possible supplements to be published in connection with such Offering. If you do not understand the contents of this announcement, you should consult an authorised financial adviser.

This announcement does not constitute a recommendation concerning the Offering. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus.

In the European Economic Area, with respect to any Member State, other than Estonia, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(e) of the Prospectus Regulation.

In the United Kingdom, this communication is only addressed to and is only directed at qualified investors within the meaning of the Prospectus Regulation, which forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, who are also (i) investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”); or (ii) are high net worth bodies corporate, unincorporated associations and partnerships or trustees or high value trusts falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or (iii) other persons to whom it may lawfully be communicated; (all such persons together being referred to as “Relevant Persons”). This communication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for the Shares in the United States. The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless the securities are registered under the US Securities Act, or an exemption from the registration requirements of the US Securities Act is available.  The Company has not registered, and does not intend to register, any portion of the Offering in the United States, and does not intend to conduct a public offering of securities in the United States.

The Arrangers are acting exclusively for the Company and no one else in connection with the Offering. None of the Arrangers will regard any other person (whether or not a recipient of this announcement) as a client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for the giving of advice in relation to the Offering or any transaction, matter, or arrangement referred to in this announcement.

In connection with the Offering, the Arrangers and any of their respective affiliates, acting as investors for their own accounts, may subscribe for and/or acquire Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in this announcement to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue, offer, subscription, acquisition, dealing or placing by, the Arrangers and any of their affiliates acting as investors for their own accounts. In addition, the Arrangers (or any of their respective affiliates) may enter into financing arrangements (including swaps) with investors in connection with which such Arrangers (or any of their respective affiliates) may from time to time acquire, hold or dispose of Shares. None of the Arrangers intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Arrangers and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company and the Company’s shareholders, for which they would have received customary fees. The Arrangers and any of their respective affiliates may provide such services to the Company, the Company’s shareholders and any of their respective affiliates in the future.

In connection with the offer or sale of the Shares, the Stabilising Manager may within 30 days after the commencement of the trading purchase up to 180,000 of the Shares with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail for a period of 30 days following the commencement of trading (the “Stabilisation Period”). Any stabilisation action (which may or may not occur) will be conducted by the Stabilising Manager in accordance with all applicable laws and rules and may cease at any time.

None of the Arrangers or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever, or makes any representation or warranty, express or implied, for the contents of this announcement, including its truthfulness, accuracy, completeness, verification or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, the Company’s shareholders and their affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. All information presented or contained in this announcement is subject to verification, correction, completion and change without notice. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies.

Forward-looking statements

Certain statements contained in this announcement, including any information as to the Company’s strategy, plans or future financial or operating performance constitute “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “projects”, “expects”, “intends”, “aims”, “plans”, “predicts”, “may”, “will”, “seeks” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors of the Company concerning, amongst other things, the Company’s results of operations, financial condition and performance, prospects, growth and strategies and the industry in which the Company operates.

By their nature, forward looking statements address matters that involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and the Company’s actual results of operations and financial condition, and the development of the business sector in which the Company operates, may differ materially from those suggested by the forward-looking statements contained in this announcement.

In addition, even if the Company’s results of operations and financial condition, and the development of the industry in which the Company operates, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.