As a result of the agreements concluded by AS Rubla with a Swedish investment fund, East Capital Baltikumfonden, and Vipes Invest OÜ on 23 September 2007 whereby parties agreed on concerted practices in conducting takeover bid for the shares of AS Kalev and to use concerted voting to apply common policies towards the management of AS Kalev, AS Rubla together with other persons acting in concert with it, GKG Investeeringute AS, Mailtec OÜ and Linderin Grupp OÜ, gained dominant influence over AS Kalev within the meaning of the Securities Market Act § 167. Pursuant to the Securities Market Act § 166 (1), a person who has gained dominant influence over target issuer either directly or together with other persons acting in concert is required to make a takeover bid for all shares of the target issuer with the duration of at least twenty-eight days within twenty days as from gaining the dominant influence. Considering that AS Rubla together with persons acting in concert with it has gained dominant influence over AS Kalev as of 23 September 2007, AS Rubla hereby makes an offer (the “Offer”) to acquire all the shares of AS Kalev. Offeror AS Rubla, register code 10046724, address Pärnu mnt 139E, Tallinn, Republic of Estonia. Target issuer AS Kalev, register code 10000952, address Tornimäe 5, Tallinn, Republic of Estonia. The shares of the target issuer and the voting rights attached to them controlled by the offeror and persons acting in concert The number of shares of AS Kalev controlled by AS Rubla and persons acting in concert with AS Rubla, GKG Investeeringute AS, Mailtec OÜ, Linderin Grupp OÜ, East Capital Baltikumfonden and Vipes Invest OÜ, is 13,947,367 representing 59.02% of the share capital of AS Kalev. Description of shares subject to takeover bid AS Kalev has issued 23,632,500 registered ordinary shares (the “Shares”) with the nominal value of EEK 10 each. AS Kalev has issued only one class of shares. The Shares are listed on the main list of the Tallinn Stock Exchange. Each Share gives shareholder the right to participate in the general meeting of shareholders and the right to participate in the distribution of profit and proceeds upon liquidation, as well as other rights provided for in the law and the articles of association of AS Kalev. Purchase price and payment The price of the Offer is EEK 29 for one Share. Sold Shares will be paid for in cash. The term of the Offer is 28 days, starting from the date of publishing of the notice of the offer. Transfer instructions must be delivered to the administrator of the securities account in time to enable the administrator of the securities account to register the transfer instructions in the Estonian Central Register of Securities no later than 3 December 2007, i.e. by the last day of the offer, at 17.00. Value date The sale instructions by AS Kalev shareholders who have accepted the Offer will be settled as delivery versus payment on 7 December 2007 (the “Value date”). AS Rubla will pay to AS Kalev shareholders who have accepted the Offer the purchase price corresponding to the number of Shares sold in exchange for the transfer of Shares on 7 December 2007. Procedure for accepting the Offer Every shareholder of AS Kalev who is willing to accept the 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 are held. A transaction order for the sale of Shares must be registered by the administrator of the securities account in accordance with the terms of the Offer. Further information about the procedure for accepting the Offer can be obtained from the following phone numbers at Hansapank: 888 1501, 888 1856 or 888 5972. Dissemination of the prospectus The prospectus relating to the Offer is available electronically at the website of the Tallinn Stock Exchange, AS Kalev and the Estonian Financial Supervision Authority. The prospectus is available as a hard copy at the office of LFS Corporate Finance S.A. at Tartu mnt 2, Tallinn, Republic of Estonia. The offer prospectus and the conditions of the offer have been approved by the Estonian Financial Supervision Authority on 2 November 2007. Allan Viirma Head of the Legal Service 6161 916
TAKEOVER BID TO SHAREHOLDERS OF AS KALEV
| Source: Luterma