According to the decision adopted at the extraordinary general meeting on 4 July, 2014 Arco Vara AS, registry code 10261718, address Jõe 2b, Tallinn, (hereinafter: ”Company“) offers for subscription 3.5 million new Company’s shares with the nominal value 0.7 EUR per share (hereinafter: “New Shares”). The New Shares will be common shares. The New Shares will be offered in accordance with the public offering and listing prospectus in English and also in accordance with the summary in Estonian which both are available electronically on the webpage of Financial Supervision Authority (www.fi.ee), on Company’s webpage (www.arcorealestate.com) and also on the webpage of NASDAQ OMX Tallinn AS (www.nasdaqomxbaltic.com). The prospectus and its summary in Estonian are available on paper for free at Company’s office in Tallinn at Jõe 2b from 1 August 2014 until the end of the subscription period, i.e 29 August 2014 at 17:00 (Estonian time). Investors can ask the Company to send the prospectus and its summary electronically to indicated e-mail address by calling +372 6144 630.
New Shares can be subscribed for in accordance with the following terms:
1. New Shares will be offered to the existing shareholders, professional investors and the employees of Arco Vara group (i.e Company and companies belonging to the same group as and Company) in accordance with the public offering and listing prospectus;
2. Company’s existing shareholders will be guaranteed the pre-emptive right to acquire New Shares in the amount as Company’s shares that the shareholder owns on 7 August 2014 at 23:59 (Estonian time);
3. The subscription price for each New Share is 1 EUR (hereinafter: “Subscription Price”) which consists of nominal value 0.7 EUR and premium in the amount of 0.3 EUR;
4. The subscription period during which it is possible to subscribe for New Shares commences on 8 August 2014 at 9:00 (Estonian time) and ends on 29 August, 2014 at 17:00 (Estonian time) (hereinafter: “Subscription Period);
5. In order to subscribe for New Shares an investor has to submit a subscription undertaking (hereinafter: “Subscription Undertaking”) to the custodian who holds the investor’s securities account opened at the Estonian Central Register of Securities (hereinafter: “ECRS”);
6. The Subscription Undertaking will be submitted to ECRS during the subscription period and it has to include the following data:
a. Owner of the securities account: name of the investor
b. Securities account: number of the investor’s securities account
c. Custodian: name of the investor’s custodian
d. Security: Arco Vara share additional 5
e. ISIN code: EE3800046759
f. Amount of securities: the number of New Shares for which the investor wishes to subscribe
g. Price (per share): 1 EUR
h. Transaction amount: the number of New Shares for which the investor wishes to subscribe multiplied by the Subscription Price
i. Counterparty: Arco Vara AS
j. Securities account of counterparty: 99101908627
k. Custodian of the counterparty: AS LHV Pank
l. Value date of the transaction: 4 September 2014
m. Type of transaction: “purchase”
n. Type of settlement: “delivery versus payment”
7. Company’s existing shares are listed on the market regulated by NASDAQ OMX Tallinn AS. In order to list New Shares Company will submit an application to NASDAQ OMX Tallinn AS. In case the decision for listing is adopted, it is expected to commence trading on the NASDAQ OMX Tallinn Stock Exchange on or about 17 September 2014.
IMPORTANT DATES:
· 08.08.2014 subscription period commences
· 29.08.2014 subscription period ends
· On or about 01.09.2014 allocation
· On or about 04.09.2014 New Shares will be transferred to the investors’ securities accounts
· On or about 17.09.2014 New Shares will commence trading on the NASDAQ OMX Tallinn Stock Exchange
Evelin Kanter
Lawyer
Arco Vara AS
Tel: +372 614 4594
evelin.kanter@arcovara.ee
http://www.arcorealestate.com