In compliance with the rules on takeover bids and other legislation of the Republic of Estonia, AS Riverito (the “Offeror“) is making a takeover bid for acquiring all shares in AS Järvevana (the „Target Issuer“) which are not already held by the Offeror, on the following terms and conditions (the “Offer”):
Offeror
AS Riverito, registry code 10068039 and address at Järvevana tee 9G, Tallinn 11314, Republic of Estonia.
Target Issuer
AS Järvevana, registry code 10068022, and address Järvevana tee 9G, Tallinn 11314, Republic of Estonia.
Target Issuer’s shares held by the Offeror or persons acting in concert with the Offeror
AS Riverito holds 12,742,686 shares in AS Järvevana accounting for 71.99% of the shares in AS Järvevana. There are no persons acting in concert with the Offeror in connection with the Offer.
Description of the shares serving as the object of the Offer
AS Järvevana has issued a total of 17,700,000 registered shares without a nominal value with the ISIN EE3100003559 (together the „Shares“ and each the „Share“). AS Järvevana has only one class of shares. Shares have been admitted to trading on the Secondary List of NASDAQ OMX Tallinn Stock Exchange. All Shares are freely transferable. Each Share grants its holder one vote at the general meeting of shareholders and the right to participation in distribution of profit or liquidation proceeds, and other rights under the law or the articles of association of AS Järvevana.
The object of the Offer is constituted by all Shares in AS Järvevana that are not held by the Offeror, i.e. 4,957,314 Shares accounting for 28.01% of all shares in AS Järvevana.
Purchase price and method of payment
The purchase price is EUR 0.84 per Share. The purchase price is paid in cash.
The term for accepting the Offer is 28 days from publishing of the Offer notice (from 18 August 2014 till 15 September 2014). Transaction instructions should be submitted to the operators of securities accounts by such deadline that will enable the operators to register the instructions in the Estonian Central Register of Securities by 17:00 (Estonian time) on 15 September 2014 at the latest
Condition for completing the Offer
The obligation of the Offeror to buy and the obligation of each accepting shareholder (the „Shareholder“) to sell Shares 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 which, together with the Shares already held by the Offeror, account for at least 15,930,000 Shares or ninety percent (90%) of all Shares and of the votes represented by such Shares.
Value date
The share purchase transactions with Shareholders who accepted the Offer will be settled on 19 September 2014 (the “Value Date”) as a delivery versus payment transaction. AS Riverito will pay each shareholder of AS Järvevana who accepted the Offer the purchase price corresponding to the number of Shares sold by that shareholder against the transfer of the respective Shares on 19 September 2014.
Procedure for accepting the Offer
Each shareholder in AS Järvevana wishing to accept the Offer must contact the operator of its securities account who opened its securities account in the Estonian Central Register for Securities (ECRS) where the Shares owned by the shareholder are held. In order to sell the Shares on the terms and conditions set out in this Offer, instruction to sell the Shares must be given to the operator of the securities account.
Places where the Offer prospectus will be made available
The Offer prospectus will be published on the websites of NASDAQ OMX Tallinn Stock Exchange (www.nasdaqomxbaltic.com) and Estonian Financial Supervision Authority (www.fi.ee). Printouts of the prospectus will be available at the offices of AS Riverito at Pärnu maantee 141, Tallinn, Republic of Estonia.
This Offer notice and the prospectus have been approved by the Estonian Financial Supervision Authority on 15 August 2014.
