Date: 7.05.2018
On 4 April 2018 Odyssey Europe AS (the "Bidder") launched a voluntary cash offer to acquire shares of Olympic Entertainment Group AS ("OEG") based on the terms and conditions of the notice of offer ("Notice of Offer") and prospectus ("Prospectus", together with the Notice of Offer the "Offer Documents") as were approved by the Estonian Financial Supervision Authority (the "EFSA") on 2 April 2018 and published on 4 April 2018 on Nasdaq Tallinn Stock Exchange (the “Offer”).
According to section 7 of the Notice of Offer and section 1.2 of the Prospectus, the Offer and the sales agreements entered into with OEG shareholders as a result of their acceptance of the Offer (the "Accepting Shareholder") will only be completed if specific independent conditions as outlined therein (the “Closing Conditions”) are met or waived. The Bidder has confirmed on 2 May 2018 that all Closing Conditions have either been duly met or waived. Therefore, the sales agreements with the Accepting Shareholders will be completed.
The term for the acceptance of the Offer ended on 2 May 2018. The purchase price offered by the Bidder in the Offer was EUR 1.9 per share (the "Purchase Price").
In the course of the Offer the Accepting Shareholders decided to sell to the Bidder a total of 117,880,166 OEG shares, constituting approximately 77.66% of all OEG shares.
Payment of the Purchase Price and transfer of the OEG shares shall be executed on 10 May 2018 (the "Value Date") as delivery-versus-payment transactions. On the Value Date, the Bidder shall pay to each Accepting Shareholder the Purchase Price according to the number of OEG shares sold by such shareholder against the transfer of such relevant OEG shares.
Since 19 March 2018, i.e. from the date the Bidder announced its intention to launch the Offer, the Bidder has purchased from the market 16,514,006 OEG shares, constituting approximately to 10.88% of all OEG shares. All these shares were purchased for the purchase price offered by the Bidder in the Offer, i.e. EUR 1.9 per share. Persons acting in concert with the Bidder (as defined in the Prospectus) do not hold any OEG shares.
Therefore, following completion of the Offer on 10 May 2018, the Bidder will have acquired in total 134,394,172 OEG shares, constituting approximately to 88.54% of all OEG shares.
OEG is holding 31,040 own shares, constituting approximately to 0.02% of all OEG shares. Pursuant to § 283 (5) of the Commercial Code, OEG’s own shares do not grant any shareholders’ rights, including voting rights.
Thus, after the Value Date, the Bidder is holding approximately to 89% of the voting rights in OEG.
The Bidder intends to have OEG shares delisted from Nasdaq Tallinn to be resolved in the Annual General Meeting of OEG convened to take place on 11 May 2018. Upon delisting, the shareholders who did not accept the Offer will no longer have liquid OEG Shares.
The Bidder further intends the merger of OEG as transferring entity into the Bidder as the assuming entity. The shareholders who did not accept the Offer will be offered new shares in the Bidder. These shares will not be listed on Nasdaq Tallinn nor on any other stock exchange.