In compliance with the rules on takeover bids and other legislation of the Republic of Estonia, AS Riverito will make a takeover bid for acquiring all shares in AS Järvevana which are not already held by the offeror, at a price of EUR 0.84 per share on the following terms and conditions (the “Offer”):
Offeror, persons acting in concert, target issuer
The offeror is AS Riverito, a company established under Estonian law, with the registry code 10068039 (the “Offeror“).
The target issuer is AS Järvevana, a company established under Estonian law, with the registry code 10068022, with the registered address Järvevana tee 9G, 11314 Tallinn (”Järvevana”).
Järvevana shares held by the Offeror
The Offeror holds 12,742,686 shares in Järvevana accounting for 71.99% of the shares in Järvevana and of the total number of votes represented by the shares.
Description of the shares serving as the object of the Offer
Järvevana has issued a total of 17,700,000 registered shares without a nominal value. All shares in Järvevana are freely transferable. Each share grants its holder one vote at the general meeting of the shareholders of Järvevana. All shares in Järvevana have been admitted to trading on the Secondary List of NASDAQ OMX Tallinn Stock Exchange.
The object of the Offer is constituted by all shares in Järvevana that are not held by the Offeror, i.e. 4,957,314 shares accounting for 28.01% of all shares in Järvevana.
Purchase price
EUR 0.84 per share (the “Purchase Price”).
Term of the Offer
The term for accepting the Offer is expected to start on 18 August 2014 and end on 15 September 2014.
Condition for completing the Offer
The obligation of the Offeror to buy and the obligation of each accepting shareholder to sell its shares in Järvevana in the course of the Offer will arise only if, in the course of the Offer, the Offeror will receive acceptances in respect of such number of shares in Järvevana which, together with the shares in Järvevana already held by the Offeror, account for at least ninety percent (90%) of all shares in Järvevana and of the votes represented by such shares.
Payment of the Purchase Price and transfer of the shares
In the case of completion of the Offer, the payment of the purchase price and transfer of the shares is expected to take place on 19 September 2014 (the “Value Date”) as a delivery versus payment transaction. On the Value Date, the Offeror will pay each shareholder who accepted the Offer the Purchase Price corresponding to the number of shares sold by that shareholder against the transfer of the respective shares.
Procedure for accepting the Offer, and places where the Offer prospectus will be made available
Each shareholder wishing to accept the Offer and sell its shares must contact the operator of its securities account who manages its securities account in the Estonian Central Depository for Securities (“ECDS“) where the shares in Järvevana owned by the shareholder are held and must give instructions to the operator of the securities account to sell the shares on the terms and conditions set out in the Offer prospectus.
As required by Estonian law, the Offeror submitted a notice of the Offer and a prospectus to the Financial Supervision Authority for approval on 31 July 2014. In accordance with the Securities Market Act, the Financial Supervision Authority will decide on the approval of the notice of the Offer and the prospectus within 15 calendar days as of receiving the application from the Offeror. The notice of the Offer and the prospectus will be made public after having obtained approval from the Financial Supervision Authority.
The terms and conditions of the Offer specified above may be amended or modified if so required by the Financial Supervision Authority. The Offer will not be made if the Financial Supervision Authority does not approve the notice of the Offer and the prospectus.
Unless stated otherwise, all of the data included in this notice are presented as of 31 July 2014, i.e. as of the date of submitting the notice of the Offer and the prospectus to the Financial Supervision Authority for approval.