Take-over bid
Baltic Moontech Investments Holding AS, register code 11428391, address
Suur-Karja 3/Sauna 2, 10140 Tallinn, hereby makes an offer on the basis of the
Securities Market Act § 166 (1) to acquire all shares of AS Starman (register
code 10069659, address Akadeemia tee 28, 12618 Tallinn; hereinafter Starman)
which do not belong to Baltic Moontech Investments Holding AS (hereinafter
Moontech) on the following conditions.
Issuer and issuer's shares
Starman has issued altogether 13,053,570 ordinary shares with the nominal value
of 10 Estonian kroons, which have been listed in the main list of the Tallinn
Stock Exchange. Every Starman share gives the shraeholder the right to
participate in the general meeting of shareholders of Starman and the right to
participate in the distribution of profit and proceeds upon dissolution, as well
as other rights provided for in the law and the articles of association of
Starman.
Moonteh owns altogether 7,438,435 Starman shares that represent 56,98% of the
issued share capital of Starman.
Shares subject to take-over bid
The shares subject to the take-over bid are all shares of PTA, which do not
belong to Moontech, that is a total of 5,615,135 shares of Starman.
Purchase price and payment
The price of the offer is 89,96795 EEK or EUR 5,75 for one share of Starman.
Sold shares of Starman will be paid for in cash. The purchase price will be
transferred to each selling shareholder on 30 November 2007 in exchange for the
transfer of shares of Starman (transfer against payment).
Term of offer
The term for accepting the offer begins on 29 October 2007 and concludes on
27 November 2007. The transfer instructions of the shareholders of Starman
willing to accept the offer must be registered in the Estonian Central Register
of Securities no later than by 27 November 2007 (i.e. by the last day of the
offer) at 17.00.
Every shareholder of Starman who is willing to accept this offer must turn to
the administrator of its securities account, through which he has opened a
securities account in the Estonian Central Register of Securities on which
account his shares of Starman are held, or to submit a relevant instruction to
the owner of his nominee account. A transaction order for the sale of Starman
shares must be submited to the administrator of the securities account in
accordance with the offering prospectus.
Reference to approval by the Estonian Financial Supervision Authority
The present offer notice, the offer prospectus and the conditions of the offer
were approved by the Estonian Financial Supervision Authority on 26 October
2007.
Dissemenation of the prospectus
The prospectus relating to this offering is available as a hard copy from the
location of Starman (aadress Akadeemia tee 28, 12618 Tallinn). The prospecuts is
available electronically from the website of the Estonian Financial Supervision
Authority www.fi.ee and from the website of Starman www.starman.ee.
Baltic Moontech Investments Holding AS
