We hereby announce that the public offering (the “Offering”) of the shares of AS Baltika (registry code 10144415) (the “Company”) in Estonia commences tomorrow, on 19 July 2011.
1. Offer Shares
Up to 4,300,000 new shares (“Offer Shares”) issued by the Company will be offered to investors. Upon full completion of the Offering, the Company's share capital will be EUR 25,056,395 which is divided into 35,794,850 ordinary shares with the nominal value of EUR 0.70 per share. In such case, the Offer Shares will represent approximately 12.0 percent of the Company's share capital following the Offering.
The Offering is made to the Company's shareholders, to the public in Estonian and to institutional investors in and outside Estonia. In order to ensure the Company's shareholders' pre-emptive right to subscribe for new shares in proportion to the sum of the nominal value of the shares in shareholders' possession, 1 (one) subscription right (the “Subscription Right”) was granted to the Company's shareholders who were fixed in the Company's shareholders list kept by the Estonian Central Registry of Securities on 11 July 2011 at 11:59 p.m. per each share possessed at such time. A total of 31,494,850 Subscription Rights were issued to the Company’s shareholders.
In course of the allocation of the Offer Shares, investors who submit a subscription undertaking for the Offer Shares at the terms and conditions specified in the offering and listing prospectus (the “Prospectus”) during the Offer Period (see below), and on 2 August 2011 at 11:59 p.m. hold Subscription Rights on their securities accounts will be allocated the Offer Shares in priority at the rate pursuant to which 7.32 (seven point thirty two) Subscription Rights shall grant the right to be allocated 1 (one) Offer Share. In case all Subscription Rights are used to subscribe for the Offer Shares, the Offering will be performed in full.
The Company has submitted an application to list the Offer Shares on the Main List of the NASDAQ OMX Tallinn Stock Exchange and to list the Subscription Rights on the NASDAQ OMX Tallinn Stock Exchange. Trading in the Subscription Rights takes place under the same terms and conditions as trading in any other shares on the NASDAQ OMX Tallinn Stock Exchange. Trading in the Subscription Rights starts on 19 July 2011, and will end on 28 July 2011. Trading in the Offer Shares is expected to commence on 19 August 2011.
The Offering is not guaranteed by any person in the meaning of the Securities Market Act. However, KJK Fund Sicav-SIF has signed the obligation to subscribe for 2,142,857 Offer Shares, E.Miroglio S.A. has signed the obligation to subscribe for 2,157,143 Offer Shares and East Capital Baltikum Fund has signed the obligation to subscribe for 330,000 Offer Shares. In fulfilling the above obligations they would submit the Subscription Undertakings to these amounts of Offer Shares and would participate in the Offering as all other Preferred Allocation Investors as defined in the Prospectus. OÜ BMIG has informed that it will not participate in the Offering.
2. Term and procedure for submission of subscription undertakings
During the Offer Period (see below), all natural and legal persons residing or located in Estonia and qualified investors in and outside Estonia may submit subscription undertakings for the Offer Shares, regardless of whether or not such persons hold Subscription Rights. The Company has the right to prolong the Offer Period within 15 days after the end of the Offer Period, by making such notice through the NASDAQ OMX Tallinn Stock Exchange and the same newspaper in which this notice was printed.
In order to submit a subscription undertaking, an investor must have a securities account with the Estonian Central Registry of Securities. As at the moment of this notice, securities accounts may be opened at the following custodians: AS Citadele banka, AS Eesti Krediidipank, Swedbank AS, AS LHV Pank, Nordea Bank Finland Plc Eesti filiaal, Danske Bank A/S Eesti filiaal, Marfin Pank Eesti AS, AS SEB Pank, Svenska Handelsbanken AB (publ), Branch Operations in Finland, Tallinna Äripanga AS.
In order to submit a subscription undertaking, an investor must register with his custodian a subscription undertaking that complies with the terms and conditions specified in the Prospectus in the manner accepted by the custodian (e.g. at a branch or through the Internet) during the Offer Period.
3. Offer Price
The offer price is EUR 0.70 per Offer Share.
4. Schedule for Offering
The following are key dates connected with the Offering:
27 June 2011 - the Council decides the issuance of new ordinary shares up to 4,300,000 shares
11 July 2011 at 11:59 pm - the list of shareholders is fixed for the use of pre-emptive right to subscribe for the Offer Shares
18 July 2011 - starting of the time period when the Subscription Rights are transferred to the securities accounts of the shareholders entitled to subscribe for the Offer Shares
18 July 2011 at 11:59 pm (Estonian time) - the time period ends when the Subscription Rights are transferred to the securities accounts of the shareholders entitled to subscribe for the Offer Shares
19 July 2011 - Offer Period commences for the investors with Subscription Rights and for the investors without the Subscription Rights
28 July 2011 - the time period ends for the trading with Subscription Rights
2 August 2011 - Offer Period ends
3 August 2011 - publication of the results of the Offering
3 August 2011 - settlement of payment
19 august 2011 - trading in Offer Shares commences on NASDAQ OMX Tallinn
5. Prospectus
Before participating in the Offering, we recommend investors carefully examine the Prospectus prepared for the Offering. The Prospectus contains detailed information concerning the Company and the Offering.
The Prospectus and its summary in Estonian are available in an electronic form on the website of the Financial Supervision Authority (http://www.fi.ee) and on the website of the Company (http://www.baltikagroup.com). A paper copy of the Prospectus and its summary in Estonian are available in the office of financial advisor of the Company LHV Pank AS at Tartu mnt 2, Tallinn, 1st floor (on business days from 10:00 a.m. to 6:00 p.m.) until the end of the Offer Period.
An investor may request that a Prospectus be sent free of charge to an address given by it, by calling (+372) 6 800 400. The same number also offers investors additional information concerning the submission of subscription undertakings and the performance of transfers. The line does not advise investors in financial, legal or taxation matters, offer opinions concerning the Offering or the Company, or make recommendations whether or not to make the decision to invest. If you wish to obtain advice in financial, legal or taxation matters related to the Offering, we recommend investors to consult with professional advisers.
THE OFFER SHARES AND RIGHTS NOR THEIR DISTRIBUTION HAS BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR WITH ANY SECURITIES AUTHORITY OF THE UNITED STATES OR ANY STATE OF THE UNITED STATES, AND THE OFFER SHARES AND THE RIGHTS MAY NOT BE RE-OFFERED OR RE-SOLD WITHIN THE UNITED STATES OR FOR THE ACCOUNT OF U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION.
The lead manager of the Offering is LHV Pank AS.
Additional information:
Maigi Pärnik
Member of the Board
e-mail: maigi.parnik@baltikagroup.com