Agreement among certain shareholders Tallinn, 2017

Tallinn, 2017-07-06 16:10 CEST (GLOBE NEWSWIRE) -- Agreement among certain shareholders

Shareholders of AS Tallink Grupp (“Tallink”) Baltic Cruises Holding, L.P. („BCH“) and Baltic Cruises Investment L.P. („BCI“),holding each more than 5% of the shares in AS Tallink Grupp („Tallink Shares“) have informed Tallink in accordance with Section 7.8 of Nasdaq Tallinn rules about an agreement they concluded with another shareholder (Citigroup Venture Capital International Growth Partnership (Employee) II, L.P., „CVCI“) that restricts the free transferability of Tallink Shares documented by the Co-Investment Agreement among BCI, BCH and CVCI dated June 29, 2017 (the “Agreement”).

Material conditions of the Agreement are the following:

1)    CVCI grants to each of BCH and BCI a right of first refusal to purchase any or all of CVCI's Tallink Shares that it may propose to sell or otherwise transfer (“Transfer”) to a party other than BCH or BCI, at the same price and on the same terms and conditions as those offered to the prospective transferee. However, such right of first refusal shall not apply to any Transfer of Tallink Shares by CVCI to any of its affiliates, provided, however, that no such Transfer shall be permitted unless such affiliate shall be bound by the same terms as those applicable to CVCI under the Agreement;

2)    BCH shall not sell or otherwise dispose of any Tallink Shares unless the CVCI is provided with an offer to sell a proportionate number of Tallink Shares it holds at such time, in the same transaction, at the same time, on the same economic terms (including price) and otherwise on substantially similar terms as BCH;

3)    In the event of any proposed sale or other disposition of Tallink Shares by either BCH or BCI, the CVCI shall sell a proportionate number of Tallink Shares it holds at such time, (e.g., if either BCH or BCI sells or otherwise disposes of 20% of its Tallink Shares, CVCI shall sell or otherwise dispose of 20% of Tallink Shares it holds at such time in the same transaction at the same time, on the same economic terms (including price) and otherwise on substantially similar terms);

4)    CVCI shall not sell or otherwise dispose of any Tallink Shares unless each of BCH and BCI are provided with an offer to sell a proportionate number of Tallink Shares held by BCH and BCI, respectively, at the same time, on the same economic terms (including price) and otherwise on substantially similar terms as the CVCI. However, this clause shall not apply to any proposed sale or other disposition of Tallink Shares by the CVCI to an affiliate of the CVCI pursuant to Clause 1) above;

The Agreement terminates with (a) respect to BCI, when BCI no longer holds any Tallink Shares, (b) with respect to BCH, when BCH no longer holds (directly or indirectly) any Tallink Shares or (c) with respect to CVCI, when CVCI no longer holds any Tallink Shares.

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