AS Tallink Grupp publishes the Listing Summary and FDR terms and conditions, submits the listing application and announces the Free FDR Conversion Period


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

AS Tallink Grupp (the “Company” or “Tallink”) announces that it has today completed several milestones in the contemplated process for the secondary listing (the “Listing”) of the Company’s shares on the main list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) in the form of Finnish share depositary receipts (the “FDRs”). The Company announces today the publication of the Listing Summary and the FDR terms and conditions relating to the Listing in English and in Finnish on its website at www.tallink.com/nasdaq-helsinki, the commencement of the Free FDR Conversion Period, as well as the submission of the listing application with Nasdaq Helsinki.

The Company also invites media to a press conference today, 19 November 2018, at 1:30 pm Finnish time, at the Helsinki Stock Exchange (Fabianinkatu 14, Helsinki).

Background to the Listing

As announced on 1 November 2018, the Company has concluded an issuer agreement with Nordea Bank Abp, who will act as an issuer agent for the FDRs on behalf of the Company (the “FDR Issuer”). The Company has engaged Nordea Bank Abp, through its Denmark branch, to provide liquidity provision services in relation to the commencement of the trading on Nasdaq Helsinki.

The main purpose of the Listing is to further improve the Company’s visibility and to make the Company’s shares more widely accessible to investors, as well as to increase trading volumes and facilitate more efficient price formation of the Company’s shares.

Free FDR Conversion Period

Nordea Bank Abp has agreed not to charge the conversion fees from the Company’s shareholders resulting from the conversion of their shares into FDRs, amounting to EUR 120, for a period commencing on or about 19 November 2018 at 12.00 noon Finnish time and ending on or about 29 November 2018 at 6.00 pm Finnish time (the “Free FDR Conversion Period”), provided that the Free FDR Conversion Period is not extended. One free conversion per securities account will be offered during the Free FDR Conversion Period. Shareholders’ own service providers’ fees will still apply.

More details about the Free FDR Conversion Period are announced in a separate stock exchange release on 19 November 2018.

Important Dates

  • The Free FDR Conversion Period commences on or about: 19 November 2018 at 12 noon
  • Nasdaq Helsinki is expected to approve the listing application on or about: 26 November 2018
  • The Free FDR Conversion Period ends on or about: 29 November 2018 at 6.00 pm
  • Trading in the FDRs on the main list of Nasdaq Helsinki is expected to commence on or about: 3 December 2018

Tallink in brief

Tallink is the leading European ferry operator in offering high quality mini-cruise and passenger transport services in the Northern Baltic Sea region as well as a leading provider of ro-ro cargo services on selected routes. The Company provides its services on various routes between Finland and Sweden, Estonia and Finland, Estonia and Sweden, as well as Latvia and Sweden under the brand names of “Tallink” and “Silja Line”. Tallink owns a total fleet of 14 vessels that include cruise ferries, high-speed ro-pax ferries and ro-ro cargo vessels. 11 core vessels consist of cruise ferries and ro-pax ferries. Additionally, Tallink operates two ro-ro cargo vessels and owns one vessel chartered out. Further, Tallink operates three hotels in Tallinn and one in Riga in leased premises. Tallink also operates 15 shops and one restaurant in Estonia.

Tallink's vision is to be the market pioneer in Europe by offering excellence in leisure and business travel and sea transportation services, and its key highlights are a well-established platform, strong service orientation, stable revenue profile with future opportunities, as well as dividend potential.

Listing application submitted

The Company has today submitted a listing application with Nasdaq Helsinki to list the FDRs on the official list of Nasdaq Helsinki. Trading in the FDRs is expected to commence on or about 3 December 2018.

Publication of the Listing Summary, the FDR terms and conditions and certain other information relating to the Listing

The Company announced on 16 November 2018 that it has received an exemption from the Finnish Financial Supervisory Authority (the “FIN-FSA”) from the obligation to publish a prospectus in connection with the contemplated secondary listing. As a condition for receiving the exemption from the obligation to publish a prospectus, the Company has prepared a listing summary (the "Listing Summary") in Finnish and translated it into English.

Both language versions of the Listing Summary and the FDR terms and conditions are now available in electronic form on the Company’s website at www.tallink.com/nasdaq-helsinki. The Listing Summary is also available in Finnish on OP Financial Group’s website at www.op.fi/listautuminen. Printed copies of both language versions of the Listing Summary are available at the Company’s headquarters at Sadama 5/7, 10111 Tallinn, Estonia, and printed copies of the Finnish language version are available at the service point of Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki, Finland.

The English-language Offering Memorandum relating to the initial public offering of the Company, dated 18 November 2005, and the Offering Memorandum relating to the Company’s share issue, dated 8 August 2006, are available in electronic form on the Company’s website www.tallink.com/nasdaq-helsinki. The financial information of the Company is available in English at www.tallink.com/reports and stock exchange releases of the Company are available in English on at www.tallink.com/stock-exchange-releases.

The Listing Summary contains the following unpublished information:

Liquidity provider arrangement

The Company has on 31 October 2018 entered into a market making agreement with Nordea Bank Abp acting via Nordea’s Danish branch (the “Market Maker”), concerning certain market making activities to be provided by the Market Maker in respect of the FDRs. The purpose of the agreement is to promote the liquidity in the FDRs and reduce the difference between bid and ask prices in trading in the FDRs on Nasdaq Helsinki.

Pursuant to the agreement, the Market Maker has an obligation to quote bid and ask prices continuously, for its own account, regarding the FDRs for at least 85% of the time of ordinary trading hours of Nasdaq Helsinki. The maximum difference between the bid and ask prices referred to in the agreement is 4% of the bid. The minimum volume of FDRs subject to a bid or ask referred to in the agreement is a number of FDRs worth of at least EUR 4 000. The term of the agreement is fixed from the first day of the trading of the FDR’s on Nasdaq Helsinki for a period of 6 months, after which the agreement continues to remain in force until further notice subject to mutual notice period of one (1) month.

Alternative performance measures and key figures

Tallink presents certain performance measures as key figures, which in accordance with the “Alternative Performance Measures” guidance by the European Securities and Markets Authority (ESMA) are not accounting measures of historical financial performance, financial position and cash flows, defined or specified in IFRS, but which are instead non-financial measures and alternative performance measures (“APMs”).

The non-financial measures and APMs provide the management, investors, securities analysts and other parties significant additional information related to Tallink’s results of operations, financial position or cash flows and are often used by analysts, investors and other parties.

The non-financial measures and APMs should not be considered in isolation or as substitute to the measures under IFRS.

Calculation formulas of alternative performance measures

EBITDA: result from operating activities before net financial items, share of profit of equity-accounted investees, taxes, depreciation and amortization

EBIT: result from operating activities

Earnings per share: net profit / weighted average number of shares outstanding

Equity ratio: total equity / total assets

Shareholder’s equity per share: shareholder’s equity / number of shares outstanding

Gross margin: gross profit / net sales

EBITDA margin: EBITDA / net sales

EBIT margin: EBIT / net sales

Net profit margin: net profit / net sales

Capital expenditure: additions to property, plant and equipment + additions to intangible assets

ROA: earnings before net financial items, taxes / average total assets

ROE: net profit / average shareholders’ equity

ROCE: earnings before net financial items, taxes / (total assets – current liabilities (average for the period))

Net debt: interest-bearing liabilities less cash and cash equivalents

Net debt to EBITDA: net debt / 12-months trailing EBITDA

Key figures

 As at or for the nine months ended 30 SeptemberAs at or for the year ended
31 December
 20182017201720162015
(millions of EUR unless otherwise stated)(unaudited)(audited and restated1, unless otherwise indicated 3)
KEY FIGURES     
      
For the period     
Revenue723.2734.1967.0937.8945.2
Gross profit149.2156.1194.6192.6223.4
Net profit for the period41.845.446.544.159.1
EBITDA3118.8129.5158.3149.5181.4
Depreciation and amortisation59.064.586.477.978.1
EBIT359.864.972.0 71.6 103.3
Capital expenditures320.4212.1219.368.943.6
Weighted average number of shares outstanding1669 882 040669 882 040669 882 040669 882 040669 882 040
Earnings per share (EUR)0.0620.0680.0690.0660.088
Number of passengers37 509 3857 439 5769 755 7209 457 5228 976 226
Number of cargo units3286 672266 951364 296328 190308 029
Average number of employees37 4967 4457 4067 1636 835
      
As at     
Total assets (million euros)1 534.81 714.51 558.61 539.01 538.8
Total liabilities (million euros)676.1879.3722.3729.1718.0
Interest-bearing liabilities (million euros)515.2715.3560.9558.9549.3
Net debt (million euros) 3422.3635.2472.0480.1467.3
Total equity (million euros)858.7835.2836.3809.9820.7
Equity ratio (%)355.9%48.7%53.7%52.6%53.6%
Number of shares outstanding2669 882 040669 882 040669 882 040669 882 040669 882 040
Shareholders’ equity per share31.281.251.251.211.23
      
Ratios     
Gross margin (%)320.6%21.3%20.1%20.5%23.6%
EBITDA margin (%)316.4%17.6%16.4%15.9%19.2%
EBIT margin (%)8.3%8.8%7.4% 7.6% 10.9%
Net profit margin (%)35.8%6.2%4.8%4.7%6.3%
Return on assets (ROA, %)34.2%4.5%4.3%4.6%6.3%
Return on equity (ROE, %)35.2%6.1%5.6%5.4%7.4%
Return on capital employed (ROCE, %)35.3%5.5%5.3%5.6%7.7%
Net debt to EBITDA (times) 32.94.03.03.22.6

1
During the reporting period 2017 the Group paid the former seafarers of Superfast vessels operating on the Finnish-German route compensation of 3 690 thousand euros due to the inactivity of the former ship-owners. By analyzing the course of the proceedings, the Group concluded that it would have been correct to recognize the possible outcome of the legal dispute, which started in 2006, as a cost and a liability before the 2016 reporting period. Due to the above, the Group decided to recognize the compensation paid of 3 690 thousand euros as a correction of a prior period error. The correction of the prior period error has no effect on the current and comparative period income statements.
2 Share numbers include own shares.
3 Unaudited.

Reconciliations of certain alternative performance measures

 As at and for the nine months ended 30 SeptemberAs at and for the year ended 31 December
(EUR in thousand, unless otherwise indicated)20182017201720162015
(unaudited)(audited,  unless otherwise indicated)
Depreciation of property, plant, and equipment54 56360 00180 22472 26272 750
Amortisation of intangible assets4 3974 5446 1475 5965 352
Depreciation and amortisation58 96064 54586 37177 85878 102
      
Result from operating activities59 83064 94171 95871 607103 263
Depreciation and amortization58 96064 54586 37177 85878 102
EBITDA118 790129 486158 3291149 4651181 3651
      
Additions to property, plant and equipment18 497208 114214 33465 78340 738
Additions to intangible assets1 9323 9964 9203 0752 920
Capital Expenditures20 429212 110219 254168 858143 6581
      
Net profit41 80945 42646 50943 63559 230
Weighted average number of shares outstanding669 882 040669 882 040669 882 040669 882 040669 882 040
Earnings per share0.060.070.070.070.09
      
Liabilities under finance lease395318287373298
Unsecured bonds95 06195 37991 28898 62793 097
Overdraft067 690-40 1103 397
Long-term bank loans419 776551 934469 331419 795452 544
Interest-bearing liabilities515 232715 321560 906558 905549 336
      
Interest-bearing liabilities515 232715 321560 906558 905549 336
Cash and cash equivalents92 97880 16188 91178 77381 976
Net debt422 254635 160471 9951480 1321467 3601
      
Total equity858 705835 174836 279809 866820 732
Total assets1 534 7871 714 5051 558 5971 539 0091 538 766
Equity ratio (%)55.9%48.7%53.7%152.6%153.3%1
      
Equity attributable to equity holders of the Parent858 705835 174836 279809 866820 732
Number of ordinary shares outstanding669 882 040669 882 040669 882 040669 882 040669 882 040
Shareholders’ equity per share1.281.251.251.211.23
      
Result from operating activities 12-months trailing66 84675 27771 95871 607103 263
Total assets 30 Sep. (previous period)1 741 5051 552 007---
Total assets 31 Dec. (previous period)1 558 5971 539 0091 539 0091 538 7661 685 598
Total assets 31 Mar.1 531 6191 730 1991 730 19911 554 75311 674 5251
Total assets 30 June1 554 5421 739 0281 739 02811 567 42511 665 4541
Total assets 30 Sep.1 534 7861 714 5051 714 50511 552 00711 652 5821
Total assets 31 Dec.--1 558 5971 539 0091 538 766
Average of assets 1 578 8101 654 9501 656 26811 550 39211 643 3851
Return on assets (ROA, %)4.2%4.5%4.3%14.6%16.3%1
      
Net profit 12-months trailing42 87848 93946 50943 63559 230
Total equity 30 Sep. (previous period)835 174807 469---
Total equity 31 Dec. (previous period)836 278809 866809 866820 732774 600
Total equity 31 Mar.817 056789 396789 3961808 6471761 2481
Total equity 30 June812 701787 374787 3741804 0131776 4861
Total equity 30 Sep.858 705835 174835 1741807 4691821 5731
Total equity 31 Dec.--836 278809 866820 732
Average of equity831 983805 856811 6181810 1451790 9281
Return on equity (ROE, %)5.2%6.1%5.7%15.4%17.5%1
      
Result from operating activities 12-months trailing66 84675 27771 95871 607103 263
Total assets 30 Sep. (previous period)1 741 5051 552 007---
Total assets 31 Dec. (previous period)1 558 5971 539 0091 539 0091 538 7661 685 598
Total assets 31 Mar.1 531 6191 730 1991 730 19911 554 75311 674 5251
Total assets 30 June1 554 5421 739 0281 739 02811 567 42511 665 4541
Total assets 30 Sep.1 534 7861 714 5051 714 50511 552 00711 652 5821
Total assets 31 Dec.--1 558 5971 539 0091 538 766
Current liabilities 30 Sep. (previous period)288 067289 621---
Current liabilities 31 Dec. (previous period)316 663243 991243 991207 532317 466
Current liabilities 31 Mar.327 805299 899299 8991290 8291330 2581
Current liabilities 30 June367 624355 025335 0251327 0951339 1621
Current liabilities 30 Sep.322 784288 067288 0671289 6211307 9471
Current liabilities 31 Dec.--316 663243 991207 532
Total assets – current liabilities 30 Sep. (previous period)1 426 4381 262 386---
Total assets - current liabilities 31 Dec. (previous period)1 241 9341 295 0181 295 01811 331 23411 368 1321
Total assets - current liabilities 31 Mar.1 203 8141 430 3001 430 30011 263 92411 344 2671
Total assets - current liabilities 30 June1 186 9191 404 0031 404 00311 240 33011 326 2921
Total assets - current liabilities 30 Sep.1 212 0021 426 4381 426 43811 262 38611 344 6351
Total assets - current liabilities 31 Dec.--1 241 93411 295 01811 331 2341
Average of assets - current liabilities1 254 2221 363 6291 359 53911 278 57811 342 9121
Return on capital employed (ROCE, %)5.3%5.5%5.3%15.6%17.7%1
      
Net debt422 254635 160471 9951480 1321467 3601
EBITDA for the year--158 3291149 4651181 3651
EBITDA, 9 months118 790129 486---
EBITDA, previous year Q428 84229 907---
12-months trailing EBITDA147 635159 393158 3291149 4651181 3651
Net debt to EBITDA2.94.03.013.212.61

1
Unaudited.

Other information

OP Corporate Bank plc is acting as the Finnish financial advisor and Swedbank AS as the Estonian financial advisor to the Company in connection with the listing and issuance of FDRs. Ellex Raidla Advokaadibüroo OÜ is acting as the legal advisor for the Company in Estonia and Roschier, Attorneys Ltd. is acting as the legal advisor to the Company in Finland.


Veiko Haavapuu
Financial Director

AS Tallink Grupp
Sadama 5/7
10111 Tallinn, Estonia
Tel. +372 640 9914
E-mail veiko.haavapuu@tallink.ee

 

DISCLAIMER

None of the information contained herein constitute an offer to sell, or the solicitation of an offer to buy or acquire, any shares, FDRs, rights or other securities of AS Tallink Grupp in any jurisdiction whatsoever, including but not limited to, Finland, Estonia, and other member states of the European Economic Area. The information contained herein has been furnished solely for the purpose of communicating about the potential listing of, and commencement of trading in, the Company’s shares in the form of FDRs at the main list of Nasdaq Helsinki.

The information contained herein is not an offer for sale of securities in the United States. The shares, FDRs, rights or other securities of the Company referred to on this website have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder.

The information contained herein is not intended for, and must not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore, and do not constitute an offer to sell or the solicitation of an offer to buy or acquire, any shares, FDRs, rights or other securities of the Company in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore or any other country in which it would be contrary to the laws and regulations of that country.

None of the information contained herein constitute an offer of securities in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. This information is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this document relates will be only available to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This release includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this release. By their nature, forward looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Tallink cautions readers that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that its actual results of operations, including their financial condition and liquidity and the development of the industries in which it and the members of its group operate, may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this release.