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NOTICE OF TAKEOVER OFFER TO ACQUIRE SHARES OF AKTSIASELTS TALLINNA VESI
Nasdaq Tallinn
Acquisition and Tender offer

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 

  1.   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”): 

  1.    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). 

        2.2 Utilitas

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. 

  1. 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.

  1.   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. 

  1.   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. 

  1. Publication and places of distribution of the Offer Documents


The Offer Documents will be published today, on 13 April 2021, in electronic
form: 

  -- On the web page of Nasdaq Tallinn (

www.nasdaqbaltic.com

); and

  -- On the web page of the Estonian Financial Supervision Authority (

www.fi.ee

).


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.


  1.   Important information


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. 



Attachment:

Prospectus of the Offer
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