REG - Eesti Energia AS - Results of voluntary takeover bid of Enefit Green

Enefit Green ASAnnouncement

14/05/2025 08:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250514:nRSN4647Ia&default-theme=true

RNS Number : 4647I  Eesti Energia AS  14 May 2025

The results of the voluntary takeover bid made in respect of the shares of
Enefit Green AS

Eesti Energia AS ("Offeror") made a voluntary takeover offer to all the
shareholders of Enefit Green AS ("Enefit Green") for acquiring all the shares
of Enefit Green ("Shares") not yet in the ownership of the Offeror ("Offer").
The Offer was made based on the offer notice ("Offer Notice") and the
prospectus attached to it ("Prospectus", together with the Offer Notice,
"Offer Documents").

The Estonian Financial Supervision and Resolution Authority approved the Offer
on 7 April 2025 and the Offer Documents were published on 7 April 2025. The
Offer commenced on 8 April 2025 at 10:00 and ended on 12 May 2025 at 16:00.

The purchase price offered by the Offeror within the Offer was EUR 3.40 per
one Share (the "Purchase Price").

As a response to the Offer the shareholders participating in the Offer decided
to sell to the Offeror in total 52 940 905 Shares that corresponds to
approximately 20% of all the Shares. The Offeror gives its acceptance to
conclude the sales contracts with all the shareholders that participated in
the Offer on terms provided in the Prospectus.

The payment of the Purchase Price to all the shareholders participating in the
Offer and transfer of the Shares to the Offeror takes place on 16 May 2025
(the "Value Date") in accordance with the procedure described in the Offer
Documents. On the Value Date each shareholder participating in the Offer shall
be paid the amount of the Purchase Price corresponding to the number of the
Shares sold by that shareholder against the transfer of such Shares.

Before publishing the Offer Documents and as of the end of the last day of
Offer the Offeror held in total 203,931,405 Shares that amounted to 77.17% of
all Shares. As a result of the Offer, the Offeror acquires in total 52 940 905
Shares that amounts to approximately 20% of all Shares. After the Value Date,
the Offeror, thus, owns in total 256 872 310 Shares that amounts to 97,2% of
all Shares. Thus, the Offeror acquires as a result of the Bid a shareholding
in Enefit Green due to which at least 9/10 of the voting share capital of
Enefit Green is represented by Shares held by it and the Suspensive Condition
described in clause 2.6 of the Prospectus has been realised and fulfilled.

Accordingly, the Offeror applies for the takeover of the remaining Shares in
accordance with the provisions of 182(1) of the Securities Market Act and
Chapter 29(1) of the Commercial Code. To this end, the Offeror will prepare a
takeover report explaining and justifying the conditions for the transfer of
the shares held by the minority shareholders and the basis for determining the
amount of compensation to be paid for the shares. Following the preparation of
the takeover report and their auditor's report, the Offeror will request
Enefit Green to convene a meeting of the shareholders to decide on the
takeover and the delisting of the Shares from Nasdaq Tallinn Stock Exchange.
Prior to the shareholders' meeting, the shareholders will be given at least
one month's access to the draft resolutions of the General Meeting, the annual
reports of Enefit Green for the last three years, the takeover report, and the
auditor's report.

 

Danel Freiberg

Head of Treasury and Financial Risk Management

Eesti Energia AS

Lelle 22, 11318 Tallinn

Phone: +372 5594 3838

Email: danel.freiberg@energia.ee

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCKXLBFEELXBBQ