Published: 2021-03-02 08:00:01 CET
Nasdaq Tallinn
Acquisition and Tender offer

NOTICE OF TAKEOVER BID TO ACQUIRE SHARES OF AKTSIASELTS ARCO VARA

Tallinn, Estonia, 2021-03-02 08:00 CET --  

In accordance with clause 166 section 1 of the Securities Market Act, OÜ Alarmo Kapital (“Offeror”) based on the notice of takeover bid and the prospectus hereby makes an offer for acquiring all shares of Arco Vara Aktsiaselts (“Arco Vara” or “Target Issuer”) that are not owned by the Offeror with a purchase price of 1,30 euros (one euro and thirty cents) per share (“Bid”) in the following conditions:

  1. Information about the Offeror

The Offeror is OÜ Alarmo Kapital, registry code: 1171617, address: Maakri str. 19/1, 10145 Tallinn, Republic of Estonia.

The Offeror acts independently in carrying out the Bid, there are no persons acting in concert with the Offeror in relation to this Bid.

  1. Information about the Target Issuer

The Target Issuer is Arco Vara AS, registry code: 10261718, address: Maakri str. 19/1, 10145 Tallinn, Republic of Estonia.

  1. Holding of the Target Issuer’s shares by the Offeror

At 12.02.2021 the Offeror held 4 664 242 Arco Vara shares, which totalled approximately 51,8343% of Arco Vara AS shares and of the total votes represented by the corresponding shares. Additionally, OÜ Alarmo Kapital has subscribed for, but not yet issued 390 000 Arco Vara AS shares (the increase of the share capital is pending with the commercial register). When the increase of the share capital is registered, the holding of the Offeror will be approximately 53,8138% of the share capital.

  1. Description of the securities, the object of the takeover bid

Arco Vara AS has issued in total 8 998 367 registered ordinary shares, the nominal value of each is 0,70 euros (seventy cents). Arco Vara AS only has one class of shares. Each Arco Vara AS share grants the shareholder one vote in the general meeting of Arco Vara AS shareholders. All Arco Vara AS shares can be freely transferred and are listed on Nasdaq CSD SE, the regional central securities depository in the Baltic main list with an ISIN-code EE3100034653.

The Bid is made for all Arco Vara AS shares that are not owned by the Offeror.

  1. Purchase price and payment procedure

1,30 euros (one euro thirty cents) for a share. The purchase price shall be paid in money.

Paying of the purchase price and transferring the Arco Vara shares to the shareholders that have accepted the Bid shall take place simultaneously.

  1. Offeror’s plans regarding the Target Issuer

The Offeror has no plans to make changes to Arco Vara business activity, management or employment relationships.

The strategic goal of the Offeror is not redemption of Arco Vara minority shareholders nor ending the listing of shares on Nasdaq Tallinn. If the shareholding of the Offeror exceeds 9/10 of the total amount of the shares as a result of the Bid, the Offeror may contemplate taking over the shares belonging to minority shareholders for a fair monetary compensation pursuant to clause 1821 of the Securities Market Act and chapter 291 of the Commercial Code and ending the listing of Arco Vara shares on Nasdaq Tallinn.

  1. Term of the takeover bid

The period for accepting the Bid commences on 2 March 2021 at 10:00 and ends at 31 March 2021 at 16:00.

The shareholders wishing to accept the Bid shall submit transaction orders to its securities account administrators on the time specified by the latter on 31.03.2021, which shall enable the securities account administrators to register the transaction orders in Nasdaq CSD SE, the regional central securities depository in the Baltics at the latest on 31.03.2021 at 16:00 (Estonian time).

  1. Publishing the opinion of Arco Vara supervisory board and the Bid results

The supervisory board of Arco Vara shall publish the opinion regarding the Bid at the latest on 17 March 2021 on the web page of Nasdaq Tallinn (www.nasdaqbaltic.com).

The results of the Bid shall be publicized on 5 April 2021 on the web page of Nasdaq Tallinn (www.nasdaqbaltic.com).

  1. Payment of the purchase price and transfer of Arco Vara shares

Payment of the purchase price and transfer of Arco Vara shares shall take place on 7 April 2021 (“Value Date”).

  • Approval by the Estonian Financial Supervision and Resolution Authority

This notice and the prospectus of the Bid have been approved by the Estonian Financial Supervision Authority on 01 March 2021. All information in this notice has been submitted as at 12 February 2021 i.e as at the date of submitting the prospectus and notice of Bid to the Estonian Financial Supervision Authority, unless specified otherwise in the notice.

  • Places of distribution of the prospectus

The notice of Bid and prospectus shall be published today, on 02 March 2021 in electronic form:

  • On the web page of Nasdaq Tallinn (www.nasdaqbaltic.com); and
  • On the web page of the Estonian Financial Supervision and Resolution Authority (www.fi.ee).

The Bid documents are available on paper at the head office of Arco Vara on the address Maakri str. 19/1, 10145, Tallinn, Republic of Estonia.

  • Important information

The notice of Bid and prospectus are prepared in accordance with the laws of the Republic of Estonia and will not be subject to any reviewing or approval by any foreign regulatory authority. The Bid is not made to persons whose participation in the Bid requires in addition to requirements under the laws of the Republic of Estonia that an additional offer document is prepared, or registration effected or that any other measures are taken.

This notice, prospectus nor any other transferred information regarding the bid should be considered as a recommendation by the Offeror or any other person to sell any Arco Vara AS shares. The selling of the shares is voluntary and each Arco Vara AS shareholder shall independently analyse the business affairs, financial condition and situation of Arco Vara AS and its subsidiaries and evaluate the Bid by themselves.

Annex:

Bid prospectus (in Estonian)


UP prospekt Alarmo Kapital - Arco Vara 2021-02-12.pdf