REG - Eesti Energia AS - NOTICE OF VOLUNTARY TAKEOVER BID TO ENEFIT GREEN

Enefit Green ASAnnouncement

07/04/2025 19:30

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RNS Number : 9685D  Eesti Energia AS  07 April 2025

notice of voluntary takeover bid to acquire shares of ENEFIT GREEN AS

1.   Takeover bid and Offeror

Eesti Energia AS (company registered in Estonia with registry code 10421629
and registered address Lelle 22, 11318, Tallinn, Estonia, "Offeror" or "Eesti
Energia") in accordance with the Estonian Securities Market Act ("SMA") and
other applicable legal acts hereby makes a voluntary takeover bid to all
shareholders of Enefit Green AS-i ("Enefit Green") for acquiring all shares of
Enefit Green ("Shares") not yet belonging to the Offeror ("Bid"). The Bid is
made based on this notice of bid ("Notice of Bid") and the prospectus attached
to it ("Prospectus", together with the Notice of Bid, "Bid Documents")

The aim of the Bid is to increase the shareholding of the Offeror in Enefit
Green up to at least 90%. Following the successful Bid the Offeror intends to
apply for takeover of the remaining shares according to § 182(1) of the
Estonian Securities Market Act and provisions of chapter 29(1). of the
Estonian Commercial Code and intends to initiate the proceedings for
terminating the listing of Enefit Green shares at the Baltic Main List of
Nasdaq Tallinn Stock Exchange.

2.   Aim of the Bid and important related circumstances

As a result of the successful acquisition of the Shares, the sales and
production portfolio of the Offeror's Group will be brought together to
increase the investment capacity to boost renewable energy generation capacity
and to build dispatchable capacity, thereby ensuring a competitive electricity
sales price and a stable return to owners in the future. As a result of the
proposed transactions, Enefit Green's administrative burden will be reduced,
in particular with regard to the organisation of reporting (e.g. the need to
prepare and publish quarterly interim reports will be eliminated). It will
also simplify the legal framework in which Enefit Green operates. As a result,
the management of subsidiaries at the Group level will be simplified and made
more efficient. This, in turn, contributes to the growth of the
competitiveness of the Offeror's Group, which is important for ensuring
Estonia's energy security. Eesti Energia's management estimates that the
consolidation of the Group's sales and production portfolio could increase the
profitability of the Eesti Energia Group by up to 40-60 million euros. The
best solution to bring the sales and production portfolio together is to buy
out the minority shareholders of Enefit Green and terminate the listing at the
stock exchange.

Following a Successful Bid, the Offeror intends to launch a public offering of
their bonds in Estonia ("Bond Offering"). The main purpose of the Bond
Offering is to offer investors, who held the Enefit Green Shares and who
decided to transfer the Shares to the Offeror in the Bid, the opportunity to
continue investing in the Eesti Energia Group. The net proceeds of the Bond
Offering will be used for general corporate purposes, which may or may not
include, among other things, refinancing existing debt or financing capital
expenditures. The precise purpose of the use of the funds is determined by the
Management Board of the Offeror in the light of prevailing business conditions
and strategic priorities, ensuring that the capital is used efficiently in a
manner that supports the Offeror's business and its development.

The Bond Offering is scheduled to take place in the first half of 2025,
following the settlement of the Bid. As part of the Bond Offering, the Offeror
intends to offer between 100,000 and 500,000 bonds with a nominal value of 100
euros per bond. The proposed coupon rate of the bonds is 5% and the proposed
maturity is 3 years. The Offeror intends to apply for the bonds of the Bond
Offering to be listed and admitted to trading on the Baltic Bond List of the
Nasdaq Tallinn Stock Exchange. In determining the allocation of the bonds as
part of the Bond Offering, the Offeror intends to proceed from the following
principles:

(i)         the Offeror has the right to give preference to Estonian
retail investors;

(ii)         the Offeror has the right to give preference to the
shareholders of Enefit Green who, according to the data registered in the
Estonian Register of Securities, were the holders of the Enefit Green Shares
as of the close of settlement day of the Nasdaq CSD SE Branch of Estonia on 28
March 2025.

The above description of the Bond Offering does not qualify as an offer of
securities to the public under Estonian law, including Regulation (EU)
2017/1129 (Prospectus Regulation), and does not constitute a prospectus. The
Offeror hereby sets out their intention to make the Bond Offering in order to
provide Enefit Green's Shareholders with full information on the material
facts relating to the Bid and to enable Enefit Green's Shareholders to make an
informed choice in relation to the Bid. The Bond Offering will be made on the
basis of a prospectus to be approved by the Estonian Financial Supervision and
Resolution Authority. The Offeror has started the procedure for the approval
of the prospectus, but there is no certainty that the Estonian Financial
Supervision and Resolution Authority will approve the prospectus. The Offeror
is under no obligation to make the Bond Offering and the Offeror may at any
time withdraw or cancel the Bond Offering or amend the terms and conditions of
the Bond Offering.

3.   Target Issuer

The target issuer of the Bid is Enefit Green AS, a company registered in
Estonia with registry code 11184032 and registered address Lelle 22, 11318,
Tallinn, Estonia.

4.   Shares being the object of the Bid

The object of the Bid are registered ordinary shares of Enefit Green "ENEFIT
GREEN AKTSIA", with ISIN code EE3100137985 and nominal value of 1.00 euro,
with a total number of securities being 264,276,232 shares (Shares). All
Shares are freely transferrable and listed at the Baltic Main List of Nasdaq
Tallinn Stock Exchange (ticker symbol EGR1T). Each Share gives the shareholder
the right to participate in the general meeting of shareholders of Enefit
Green, distribution of profit and liquidation assets upon liquidation of
Enefit Green as well as other rights specified in applicable regulations and
articles of association of Enefit Green. Each Share gives the shareholder one
vote at the general meeting of shareholders of Enefit Green.

5.   Shares belonging to the Offeror

The Offeror owns 203,931,405 Shares of Enefit Green which forms 77.17% of all
Shares of Enefit Green and thus the Offeror has dominant influence in Enefit
Green within the meaning § 167(1) of the SMA. The Offeror is acting
independently and there are no persons acting in concert with the Offeror
(within the meaning of § 168 of the SMA).

6.   Number of Shares being acquired and purchase price

In the context of the Bid, the Offeror wishes to acquire, and the Bid is made
to acquire in total up to 60,344,827 Shares. Thus, all Shares not yet
belonging to the Offeror are the object of the Bid. Such Shares amount to
22.83% of all the Shares. The Bid is made at a price of EUR 3.40 per Share.
The minimum number of acquired Shares for a successful Bid is 33,917,204
Shares. With regard to the amount in excess thereof, the Offeror wishes to
acquire all Shares that are offered for sale to the Offeror.

 

7.   Procedure for settlement

Shares sold to the Offeror during the Bid shall be transferred to the Offeror
on or about 16 May 2025 ("Settlement Day") simultaneously with the
transferal of the purchase price equivalent to the amount of sold Shares to
the bank account of Enefit Green shareholders' participating in the Bid.

8.   Bid period

The deadline of the Bid is at 16:00 on 12 May 2025. Enefit Green shareholders
that wish to offer Shares to the Offeror during the Bid, can do so according
to the procedure specified in the Prospectus from the date of publication of
this Notice of Bid i.e. from 10:00 on 8 April 2025 until the deadline of the
Bid at 16:00 on 12 May 2025.

The Offeror shall publish the results of the Bid according to the applicable
legislation after the end of the Bid period on or about 14 May 2025.

9.   Approval of the Estonian Financial Supervision and Resolution Authority

The Bid Documents were submitted to the Estonian Financial Supervision and
Resolution Authority for approval on 27 March 2025. The Estonian Financial
Supervision and Resolution Authority approved the Bid Documents on 7 April
2025

10.  Places of publication and distribution of Bid Documents:

The Prospectus is electronically published at:

·      Nasdaq Tallinn Stock Exchange website
(http://www.nasdaqbaltic.com/ (http://www.nasdaqbaltic.com/) );

·      Estonian Financial Supervision and Resolution Authority website
(https://www.fi.ee/en (https://www.fi.ee/en) );

·      Enefit Green website
(https://enefitgreen.ee/en/investorile/avaleht
(https://enefitgreen.ee/en/investorile/avaleht) ); ja

·      Eesti Energia website (https://prospekt.enefit.com/en/
(https://prospekt.enefit.com/en/) ).

The Notice of Bid is electronically published at:

·      Nasdaq Tallinn Stock Exchange website
(http://www.nasdaqbaltic.com (http://www.nasdaqbaltic.com) );

·      Enefit Green website
(https://enefitgreen.ee/en/investorile/avaleht
(https://enefitgreen.ee/en/investorile/avaleht) ); ja

·      Eesti Energia website (https://prospekt.enefit.com/en/
(https://prospekt.enefit.com/en/) ).

The Notice of Bid is published at Estonian newspaper Õhtuleht 9 April 2025.

Anyone wishing to obtain a hard copy of the Prospectus and the Notice of Bid
should inform the Offeror vie e-mail at: investor@enefit.com, phone: +372 5594
3838 or mail at: Lelle 22, 11318, Tallinn, Estonia.

11.  Important Information

The Bid is being made in accordance with the laws of the Republic of Estonia
and will not be subject to any review or approval by any foreign regulatory
authority. The Bid is not being made to persons whose participation in the Bid
requires an additional document to be prepared, a registration effected or
that any other measures would be taken in addition to those required under the
laws of the Republic of Estonia. In the event of any inconsistency between the
contents of the Prospectus and any other document or release, the provisions
of the Prospectus in the Estonian language shall prevail.

This Notice of Bid is not for release or distribution, directly or indirectly,
in or into any jurisdiction where to do so would be unlawful or to persons or
jurisdictions who are subject to financial sanctions imposed by competent
authorities. Persons receiving this document, or any other related documents
(including custodians, nominees and trustees) must observe these restrictions
and must not send or distribute this document or any other related documents
in or into the relevant jurisdictions or to relevant persons.

Neither this Notice of Bid nor any other information supplied in connection
with the Bid should be considered as a recommendation by either Offeror or by
any other person to any recipient of this Notice of Bid (including any other
information supplied in connection with the Bid) to sell any Enefit Green
Shares. Each person who contemplates selling any Shares should make its own
independent investigation of the financial condition and affairs of Enefit
Green and its subsidiaries, the Offerors plans after takeover of Enefit Green
Shares in case of different scenarios and give its own appraisal to the Bid.

Unless otherwise specified in the Bid Documents, all information contained in
this Notice of Bid is presented as of the Date of the Prospectus, i.e. as of
27 March 2025.

Annex - Bid Prospectus

http://www.rns-pdf.londonstockexchange.com/rns/9685D_1-2025-4-7.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/9685D_1-2025-4-7.pdf)

Further information:

Danel Freiberg

Head of Treasury and Financial Risk Management

investor@enefit.com

https://www.enefit.com/en/ettevottest/investorile

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