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Published: 2014-09-16 16:10:29 CEST
Nasdaq Tallinn
Acquisition and Tender offer

Results of the offer for the shares of AS Järvevana

 

Results of the offer

On 18 August 2014, AS Riverito (the “Offeror”) announced a takeover bid (the “Offer”) for acquiring all shares in AS Järvevana (the “Target Issuer”). According to the terms and conditions of the Offer, the acceptance period of the Offer ended in 15 September 2014. The Offeror offered EUR 0.84 for each share of the Target Issuer.

According to the terms and conditions of the Offer, the obligation of the Offeror to purchase and the obligation of each accepting shareholder to sell the shares of the Target Issuer were conditional upon the Offeror receiving valid acceptances for such number of shares of the Target Issuer which, together with shares of the Target Issuer already owned by the Offeror, amount to at least 15,930,000 shares, i.e. represent at least ninety per cent (90%) of all shares of the Target Issuer and of all voting rights represented by such shares (the “Threshold Condition”).

In the course of the acceptance period the shareholders decided to sell to the Offeror a total of 4,516,900 shares, constituting approximately 25.52 per cent of all shares of the Target Issuer and approximately 91.12 per cent of shares which were the subject of the Offer. Following the acquisition of shares in the Offer, the Offeror will own, a total of 17,259,586 shares of the Target Issuer, constituting approximately 97.51 per cent of all shares of the Target Issuer. The Threshold Condition is thus fulfilled.

Payment of the offer price to the shareholders who accepted the Offer and the transfer of shares to the Offeror will be executed on 19 September 2014.

Taking into consideration the results of the Offer, the Offeror has decided to initiate a process for acquisition of the remaining shares in the Target Issuer in accordance with § 1821 of the Securities Market Act of Estonia. The shareholders of the Target Issuer will be informed about further actions in this process in accordance with applicable rules.

Additional sell-out right

By virtue of § 1822 of the Securities Market Act of Estonia, the Offer remains open for acceptance to those shareholders who did not accept the Offer during the original acceptance period (the “Sell-out right”). Such shareholders have the right to accept the Offer until the date being three months from the date of this notice or the approval by the general meeting of shareholders of the Target Issuer of a decision regarding compulsory sale of shares for fair compensation in accordance with § 1821 of the Securities Market Act of Estonia, whichever occurs earlier.

Each shareholder wishing to exercise the Sell-out right must contact the relevant custodian of its securities account who operates the ECRS securities account on which the shares of the Target Issuer belonging to such shareholder are held and submit to the custodian a transaction instruction for the sale of shares containing at least the following information:

Security:                                                         Järvevana share
ISIN:                                                               EE3100003559
Price per share:                                             0.84 EUR
Number of shares:                                         to be determined by the shareholder
Counterparty:                                                 AS Riverito
Counterparty's custodian:                              AS Swedbank
Counterparty's securities account number:   99000747442
Type of transaction:                                       sale
Value date:                                                     17 December 2014
Type of settlement:                                        against payment

All acceptances given in the course of exercising the Sell-out right shall be subject to the same terms and conditions and restrictions as applied to the Offer launched on 18 August 2014, as set out in the Offer prospectus.