The management board of PTA Grupp AS („PTA”) mediates a notice received today, on 16 April 2007, from Indrek Rahumaa. Indrek Rahumaa (the „Acquirer”) hereby declares in accordance with §12 of the Takeover Rules and §166 of the Estonian Securities Market Act that in connection with acquiring dominant influence over PTA, an obligation has arisen to launch a takeover bid with respect to all shares of PTA not belonging to SIA Alta Capital Partners („ACP”). The principal shareholder of PTA is ACP. ACP is in turn jointly controlled by Indrek Rahumaa, Toomas Leis, Andres Rätsepp and John Bonfield through companies controlled by them. Indrek Rahumaa, through OÜ Investeerimisvabrik OÜ, owns 69.2% of shares of ACP. The companies controlled by Indrek Rahumaa, Toomas Leis, Andres Rätsepp and John Bonfield who are shareholders of ACP have on 16 January 2006 concluded a shareholders' agreement in respect of ACP, which among other things stipulated that ACP exercises its shareholder rights in PTA only in accordance with and pursuant to decisions of the shareholders' meeting of ACP. Today, on 16 April 2007, the shareholders' agreement in respect of ACP was terminated, as a result of which SIA Alta Capital Partners and through it also PTA have become companies controlled by Indrek Rahumaa within the meaning of §10 (1)(i) of the Securities Market Act. Based on the above, the Acquirer has today, on 16 April 2007, when the shareholders' agreement was terminated, acquired dominant influence over PTA. The Acquirer will publish the notice of takeover, the takeover prospectus and the conditions of the takeover as soon as these are approved by the Financial Supervision Authority. The Acquirer launches the takeover bid in connection with the applicable legislation, but without intention or desire to acquire all shares of PTA and/or terminate the listing of PTA on the Tallinn Stock Exchange. The takeover bid, which is mandatory pursuant to the Securities Market Act, affords the minority shareholders of PTA the possibility to dispose of their shares for a fair price in the event where significant changes take place in the composition of the persons controlling PTA. The takeover bid mentioned in this release is of a technical nature and does not signify changes in the strategy, management or financial condition of PTA. PTA will continue implementing plans disclosed to date in accordance with the published stock exchange releases and the listing and trading prospectus made public in November 2006. Peeter Larin PTA Grupp AS Chairman of the management board Tel. +372 6 710 700
Acquisition of dominant influence and primary disclosure of takeover bid
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