Saku Õlletehase AS
STOCK EXCHANGE RELEASE
08.07.2008
Extraordinary general meeting of shareholders
On 29 May 2008 Carlsberg Estonia Holding OÜ (registry code 11506582, location
and address at Tallinna mnt 2, Saku 75501, Estonia, hereinafter “Carlsberg”)
announced a mandatory takeover bid for the acquisition of shares of Saku
Õlletehase Aktsiaselts (registry code 10030278, location and address Tallinna
mnt 2, Saku 75501, Estonia, hereinafter “Saku Õlletehas”). The price in the
takeover bid was EEK 194.06 (i.e. EUR 12.40) per share.
The takeover bid was completed on 3 July 2008 when Carlsberg acquired a total
of 1,390,810 additional shares of Saku Õlletehas, which the minority
shareholders decided to sell to Carlsberg in the course of the takeover bid.
Following the mandatory takeover bid Carlsberg owned a total of 7,391,651
shares of Saku Õlletehas, constituting approximately 92.4 per cent of all
shares of Saku Õlletehas and votes represented by such shares.
According to Article 1821 of the Securities Market Act, if the offeror has
acquired at least 9/10 of the issuer's share capital carrying voting rights as
a result of the takeover bid, then, at the request of the offeror, the general
meeting of shareholders of the issuer may decide on the takeover of the shares
belonging to remaining shareholders against fair compensation.
Acting on the basis of Article 1821 of the Securities Market Act, Carlsberg
submitted to the Management Board of Saku Õlletehas on 7 July 2008 a request to
convene the extraordinary general meeting of shareholders to decide upon the
takeover of the shares belonging to the remaining shareholders of Saku
Õlletehas (hereinafter “Minority Shareholders”) against fair compensation.
Carlsberg determined the amount of fair compensation payable to the Minority
Shareholders for the takeover of their shares to be EEK 194.06 (i.e. EUR 12.40)
per share, which is equal to the price offered in the takeover bid.
In view of the above, the Management Board of Saku Õlletehas hereby calls an
extraordinary general meeting of the shareholders of Saku Õlletehas to decide
on the takeover by Carlsberg of the shares held by the Minority Shareholders
against fair compensation.
The extraordinary general meeting will be held at the administrative building
of Saku Õlletehase Aktsiaselts at Tallinna mnt 2, Saku, Saku parish, Harju
County, on 11 August 2008. The meeting will start at 13.00.
The agenda of the extraordinary general meeting will be the following:
1. Explanation and reasoning of the terms of the takeover of the shares held by
the remaining shareholders of Saku Õlletehas and the basis for determination of
the amount of compensation payable for such shares;
2. Deciding on the takeover by Carlsberg Estonia Holding OÜ of the shares held
by the remaining shareholders of Saku Õlletehas against fair compensation.
The Supervisory Council of Saku Õlletehas has provided the following proposals
and explanations regarding the agenda.
Following the completion of the mandatory takeover bid announced by Carlsberg
Estonia Holding OÜ on 29 May 2008, Carlsberg Estonia Holding OÜ has become the
owner of a total of 7,391,651 shares of Saku Õlletehase Aktsiaselts,
constituting approximately 92.4 per cent of all shares of Saku Õlletehase
Aktsiaselts and votes represented by such shares. According to Article 1821 of
the Securities Market Act of Estonia, if the offeror has acquired at least 9/10
of the issuer's share capital carrying voting rights as a result of the
takeover bid, then, at the request of the offeror, the general meeting of
shareholders of the issuer may decide on the takeover of the shares belonging
to remaining shareholders against fair compensation.
Carlsberg Estonia Holding OÜ has exercised its rights under Article 1821 of the
Securities Market Act. The resolution of the extraordinary general meeting on
the takeover of the shares belonging to the remaining shareholders shall be
deemed adopted, if at least 9/10 of the votes represented by the shares are
cast in favour of such resolution.
The Supervisory Council of Saku Õlletehas proposes the extraordinary meeting of
shareholders to adopt a decision in respect of the takeover of the shares
belonging to the remaining shareholders against fair compensation.
In connection with the extraordinary general meeting of shareholders, the
following documents have been made available for examination to the
shareholders of Saku Õlletehas:
1. draft resolution of the extraordinary general meeting;
2. annual reports and management reports of Saku Õlletehas for financial years
2005, 2006 and 2007;
3. takeover report;
4. auditor's report.
The shareholders can examine the documents listed above at the secretary's
office on the ground floor of the administration building of Saku Õlletehas
(address: 2 Tallinna maantee, Saku alevik, Saku vald, Harjumaa 75501) from 9
a.m. to 4 p.m. on business days or on the webpage of Tallinn Stock Exchange at
http://www.baltic.omxnordicexchange.com/.
The extraordinary general meeting of the shareholders of Saku Õlletehas may be
attended by shareholders who are registered in the share register of Saku
Õlletehas 10 (ten) days before the general meeting takes place, i.e. on 1st of
August 2008, at 23.59 p.m.
Shareholders may be represented at the extraordinary general meeting of
shareholders by proxies carrying relevant written authorisation. Attendance of
a proxy does not deprive the shareholder of the right to attend the ordinary
general meeting.
Registration of the participants of the extraordinary general meeting of
shareholders of Saku Õlletehas begins on 11 August 2008 at 12.00 and ends at
12.55.
At the extraordinary general meeting of the shareholders of Saku Õlletehas
shareholders who are natural persons will be requested to produce an identity
document with a photo. Proxies of shareholders who are natural persons will be
requested to produce a document verifying their authorisation and an identity
document with a photo.
At the extraordinary general meeting of the shareholders of Saku Õlletehas
legal representatives of shareholders who are legal persons will be requested
to produce a transcript of the registry card of the legal person and an
identity document with a photo. Proxies of shareholders who are legal persons
will be requested to produce a document verifying their authorisation, an
identity document with a photo and a transcript of the registry card of the
legal person.
Shareholders of Saku Õlletehas may ask questions about the items on the agenda
of the general meeting of shareholders before the meeting takes place. The
questions should be sent by email to saku@pruul.ee.
Priit Põiklik
Saku Õlletehase AS
Tel: 6508303
priit.poiklik@pruul.ee
