Resolutions of the shareholder of Aktsiaselts TALLINNA SADAM

| Source: Nasdaq Tallinn Nasdaq Tallinn

Tallinn, Estonia, 2018-05-25 13:29 CEST (GLOBE NEWSWIRE) --  

The shareholder of Aktsiaselts TALLINNA SADAM (registry code 10137319, registered address Harju county, Tallinn, Kesklinna district, Sadama tn 25, 15051), the Republic of Estonia, today (25 May 2018) resolved to conditionally increase the share capital of Aktsiaselts TALLINNA SADAM and to approve the terms for carrying out the public offering of shares.

 

By the said resolutions, the Republic of Estonia decided:

  1. In connection with the planned public offering of the shares of Aktsiaselts TALLINNA SADAM pursuant to the prospectus for the public offering, listing and admission to trading of the shares of Aktsiaselts TALLINNA SADAM, registered by the Estonian Financial Supervision Authority, to conditionally increase the share capital of Aktsiaselts TALLINNA SADAM, in accordance with § 3512 of the Commercial Code. Aktsiaselts TALLINNA SADAM has on the date of this resolution submitted an application for the listing of all shares of Aktsiaselts TALLINNA SADAM on the Baltic Main List of Nasdaq Tallinn Stock Exchange.
  2. The share capital of Aktsiaselts TALLINNA SADAM is conditionally increased from 187,595,032 euros to 263,000,000 euros, i.e. by 75,404,968 euros. The new conditional amount of share capital of Aktsiaselts TALLINNA SADAM is 263,000,000 euros. The management board of Aktsiaselts TALLINNA SADAM has in accordance with § 3512 subsection 2 of the Commercial Code the right to issue up to 75,404,968 new ordinary shares with the nominal value of 1 euro. The  shareholder of Aktsiaselts TALLINNA SADAM may determine and specify the final amount of shares being issued and allocation between investors or to authorise the management board or supervisory council of Aktsiaselts TALLINNA SADAM to determine and specify the final amount of shares being issued and allocation between investors, taking into account the results of the offering of the shares and the provisions of the prospectus for the public offering, listing and admission to trading of the shares of Aktsiaselts TALLINNA SADAM.
  3. In accordance with Section 345 of the Commercial Code, to exclude the pre-emptive right of the current shareholder of Aktsiaselts TALLINNA SADAM (the Republic of Estonia) to subscribe for the new shares. Persons entitled to subscribe for the shares of Aktsiaselts TALLINNA SADAM issued in the course of the conditional increase of the share capital of Aktsiaselts TALLINNA SADAM are retail investors and institutional investors in the Republic of Estonia, to whom shares of Aktsiaselts TALLINNA SADAM are offered by way of a public offering and certain institutional investors in certain jurisdictions outside the Republic of Estonia, to whom shares of Aktsiaselts TALLINNA SADAM are offered by way of a private placement, in accordance with the prospectus for the public offering, listing and admission to trading of the shares of Aktsiaselts TALLINNA SADAM and its supplements.
  4. New shares will be paid for by monetary contributions. The issue price of the new shares of Aktsiaselts TALLINNA SADAM is 1 euro per share plus a share premium in the range of 0,4 to 0,8 euros. The final issue price of the shares (including the amount of share premium of the issue) will be decided by the shareholder of Aktsiaselts TALLINNA SADAM, following the completion of the book-building process directed at institutional investors in the course of the offering.  The part of the issue price of the shares being issued which exceeds their nominal value will be considered share premium. Depending on demand and other circumstances, Aktsiaselts TALLINNA SADAM may consider it necessary to apply share premium outside the above referred range, on the condition that the lower end of the new range of share premium is not below the lower end of the share premium range. In such case the share premium range and/or the final share premium will be determined by a decision of the sole shareholder of Aktsiaselts TALLINNA SADAM.
  5. The procedure for the payment for the new shares is set out in the prospectus for the public offering, listing and admission to trading of the shares of Aktsiaselts TALLINNA SADAM and its supplements.
  6. In connection with the planned offering of shares, the newly issued shares and the shares being sold by the shareholder of Aktsiaselts TALLINNA SADAM in the course of the offering and in the future will grant the new shareholders the right to dividends from the financial year beginning on 1 January 2018. In respect of profits distributed by the sole shareholder’s resolution No 1.1‑5/18-010, dated 25 April 2018, the person authorised to receive the dividend is only the person entered into the list of shareholders of Aktsiaselts TALLINNA SADAM on the date of the said resolution, i.e. the Republic of Estonia, regardless of the time when the dividend is paid. Neither the issuing of new shares nor the subsequent transfer of shares shall alter the list of persons entitled to the dividend set out in the resolution of the shareholder No 1.1-5/18-010, dated 25 April 2018.
  7. To approve the terms and procedure for carrying out the offering, which have been described in the prospectus for the public offering, listing and admission to trading of the shares of Aktsiaselts TALLINNA SADAM and its supplement. The prospectus has been registered by the resolution of the management board of the Estonian Financial Supervision Authority No 4.3‑4.9/1589 and the prospectus supplement is submitted to the Estonian Financial Supervision Authority for registration on 24 May 2018.
  8. The offer period and the term for the exercise of the right to subscribe has been set out in the prospectus for the public offering, listing and admission to trading of the shares of Aktsiaselts TALLINNA SADAM and its supplements.

 

For further information, please contact:

 

Marju Zirel

aktsiaselts TALLINNA SADAM

E-mail: m.zirel@ts.ee

 

 

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