Announcement regarding waiving certain closing conditions of the voluntary cash offer to acquire shares of OEG

| Source: Nasdaq Tallinn Nasdaq Tallinn

Date: 20.04.2018

 

On 4 April 2018 Odyssey Europe AS (the "Bidder") launched a voluntary cash offer to acquire shares of Olympic Entertainment Group AS ("OEG" or the "Target Issuer") based on the terms and conditions of the notice of offer ("Notice of Offer") and prospectus ("Prospectus", together with the Notice of Offer the "Offer Documents") as were approved by the Estonian Financial Supervision Authority (the "EFSA") on 2 April 2018 and published on 4 April 2018 on Nasdaq Tallinn Stock Exchange (“Offer”).

According to section 7 of the Notice of Offer and section 1.2 of the Prospectus, the Offer and the sales agreements entered into with OEG shareholders as a result of their acceptance of the Offer will only be completed if specific independent conditions as outlined therein (the “Closing Conditions”) are met or waived. The Bidder retained the right to waive any of the Closing Conditions except the Approval Conditions no later than 10 calendar days before the end of the Acceptance Period (2 May 2018 at 17:00 Estonian time).

The Bidder hereby announces that it waives the Closing Conditions set forth in section 7 para. 3 of the Notice of Offer and 1.2 para 3 of the Prospectus, respectively, that since the date of the Offer:

  • no material adverse effect in each case in respect of the assets or financial condition in an amount of more than EUR 25,000,000.00 or the equity value of OEG Group in an amount of EUR 40,000,000.00 has occurred (subpara. (i));
  • neither the consolidated turnover in an amount of EUR 25,000,000.00 nor the consolidated EBITDA in an amount of EUR 7,000,000.00 of OEG Group has negatively been impacted (subpara (ii));
  • neither the OMX Tallinn, nor the FTSE, nor the DAX stock index have declined by 15% or more compared to their individual value as of the closing of the relevant market on the date preceding the date of the Offer (subpara. (iii));
  • OEG has duly invited to an extraordinary general meeting of OEG concerning (x) the approval of the delisting of the OEG Shares from Nasdaq Tallinn and the issuance of the instruction to OEG's management to submit the application for the delisting to Nasdaq Tallinn or (y) the appointment of new members of the OEG's supervisory board (subpara. (iv)); and
  • none of the gambling licenses set forth in Annex 1 of the Prospectus issued to the entities of the OEG Group has been revoked or has been threatened (orally or in writing) to be revoked (subpara. (v)).

 

Except of the Closing Conditions set forth under section 7 para. 1, subpara. (ii) and para. 2 of the Notice of Offer and section 1.2 para. 1 subpara. (ii) and para. 2 of the Prospectus, respectively that

  • the Bank of Lithuania does not oppose the indirect acquisition of a qualifying holding of the capital and voting rights in UAB Mecom Grupp and
  • the SPA has not been terminated during the Acceptance Period

all other Closing Conditions regarding the Offer have now been met or duly waived.

For further information on Closing Conditions please refer to sections 1.2 and 1.3 of the Prospectus.

 

The Offer Documents are available in electronic form:

 

The Offer Documents are also available on paper at the head office of AS LHV Pank at Tartu mnt 2, 10145 Tallinn.

Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Offer Documents.