Opinion of the Supervisory Board of AS Tallink Grupp in respect of
voluntary takeover offer of AS Infortar
On 02.07.2024 Aktsiaselts Infortar (register code: 10139414, the
„Offeror“), a shareholder of AS Tallink Grupp (the “Issuer”)
announced voluntary takeover offer in respect of all the shares of
the Issuer not yet owned by the Offeror for the offer price of 0.55
euro per share (the “Offer”). The announcement is available here:
https://view.news.eu.nasdaq.com/view?id=b80f4c3218ba9fa182dcb5e1f4ea9c1a3&lang=en&src=listed
In accordance with the Securities Market Act, the Issuer hereby
discloses the opinion of the Supervisory Board of the Issuer in
respect of the Offer.
The opinion of the Supervisory Board of AS Tallink Grupp
(“Tallink”) (“Supervisory Board”) has been prepared on 15 July 2024
in accordance with § 171 (2) of the Securities Market Act (“SMA”)
and § 21 of Regulation No. 71 of the Minister of Finance dated 28
May 2002 “Rules for Takeover Offers” (“Rules”) with regard to the
voluntary takeover offer made by AS Infortar (“Offeror”) on 2 July
2024 for the acquisition of all the shares of Tallink not already
owned by the Offeror (“Offering”).
The members of the Supervisory Board of Tallink and persons who
prepared this opinion are Enn Pant (chairman), Kalev Järvelill, Ain
Hanschmidt, Eve Pant, Toivo Ninnas, Colin Douglas Clark and Raino
Paron.
Pursuant to § 21 (4) of the Rules, the Supervisory Board shall
give its assessment on the impact of the takeover offer on the
interests of Tallink as the target issuer and its employment
relationships with employees. Independent members of the
Supervisory Board who are part of the composition of the
Supervisory Board for the purposes of § 21 (4) of the Rules shall
also give their assessment on the impact of the takeover offer on
the interests of the target issuer and its employment relationships
with employees.
For the purposes of § 21 of the Rules, independent members of
the supervisory board are Colin Douglas Clark and Raino Paron.
1.
Contracts of the members of the Supervisory Board and management
board of Tallink or other relations with the Offeror
Chairman of the Supervisory Board Enn Pant and members Kalev
Järvelill and Toivo Ninnas are also members of the supervisory
board of the Offeror.
Members of the Supervisory Board Eve Pant and Ain Hanschmidt are
also members of the management board of the Offeror.
All members of the supervisory board, except for Colin Douglas
Clark and Raino Paron, are also shareholders (directly and
indirectly) of the Offeror.
Raino Paron is a shareholder and partner of the Offeror’s legal
counsel Ellex Raidla Advokaadibüroo OÜ. Raino Paron was not aware
of the intention to make the takeover offer and did not participate
in advising the Offeror in the preparation of the Offering.
To the knowledge of the Supervisory Board, members of the
management board of Tallink (“Management Board”) and members of the
Supervisory Board members have not entered into contracts with the
Offeror.
The major shareholders of Tallink have concluded a shareholders
agreement in August 2006 (amended in December 2012), the parties to
which are also the Offeror as well as Baltic Cruises whose
representative Colin Douglas Clark is also a member of the
Supervisory Board. The main terms of the agreement have been
published in the stock exchange notice by Tallinn on 13 December
2012: Acquiring of qualifying holding and changes to the
shareholders agreement (available here:
https://view.news.eu.nasdaq.com/view?id=bab332af2ad98cbdbeeda02b1662a5f99&lang=et)
Colin Douglas Clark was not aware of the intention to make the
takeover offer.
2.
Election of the Supervisory Board and Management Board
The Supervisory Board members are elected by the shareholders of
Tallink pursuant to the articles of association of Tallink. No
shareholder of Tallink has the special right to designate members
of the Supervisory Board or nominate members of the Supervisory
Board.
The Management Board members are elected by the Supervisory
Board pursuant to the articles of association of
Tallink.
3.
Conflicts of interest of members of the Supervisory Board and
Management Board and measures to mitigate the risks
To the knowledge of the Supervisory Board, no member of the
Supervisory Board or Management Board has the right to any
compensation that would depend on the Offering or the results
thereof and that could result in the conflict of interest of the
members of the Management Board or Supervisory Board in relation to
the Offering.
Due to the fact that members of the Supervisory Board Enn Pant,
Kalev Järvelill, Toivo Ninnas, Eve Pant and Ain Hanschmidt are also
members of the Offeror’s supervisory board or management board,
there is a risk of conflict of interest, regardless of the lack of
compensation, in a situation where the Supervisory Board needs to
adopt resolutions with regard to the Offering. Whereas,
notwithstanding the submission of this opinion of the Supervisory
Board (which the Supervisory Board has submitted unanimously), the
Supervisory Board has not adopted any resolutions with regard to
the Offering and does not foresee the need to adopt any resolutions
with regard to the Offering.
Should it become apparent that the Supervisory Board needs to
adopt any resolution regarding the Offering other than this
opinion, the Supervisory Board shall analyse the risk of possible
conflict of interest for the members of the supervisory board. In
case a conflict of interest exists, the members who have a conflict
of interest would not vote on the adoption of the relevant
resolutions of the Supervisory Board.
4.
Assessment on the impact of the Offering
Opinion of Enn Pant, Kalev Järvelill, Ain Hanschmidt, Eve Pant
and Toivo Ninnas:
All the above members of the Supervisory Board are of the
opinion that the Offering does not have an adverse effect on
Tallink, the interests of Tallink or its employment relationships
with employees.
The members of the Supervisory Board note that the price of the
Offering is low compared to the market value of Tallink’s shares,
therefore, the offering is unlikely to be attractive for retail
investors with smaller transaction volumes and for whom the low
liquidity of the Tallinn or Helsinki stock exchange is not an
impediment to making transactions. According to the Supervisory
Board, the Offering could be attractive for larger investors who
wish to divest for various reasons.
Opinion of independent members of the Supervisory Board Colin
Douglas Clark and Raino Paron:
We are of the opinion that increasing the shareholding of a
long-term shareholder of the company who has stable development in
mind is in accordance with the interests of Tallink and its
employees. In our opinion, the Offering has no adverse effect on
Tallink, the interests of Tallink or its employment relationships
with employees.
Additional opinion of independent member of the Supervisory
Board Raino Paron:
I agree with the opinion of the majority of the Supervisory
Board members that the Offering does not have an adverse effect on
Tallink, the interests of Tallink or its employment relationships
with employees. In my view the Offering may rather have certain
positive effect on Tallink, its interests and relationships with
its employees. The Offering may help shareholders to dispose of
larger holdings of shares which are difficult to sell on a market
with limited liquidity. An attempt to sell large quantities of
shares on a market with limited liquidity may result in a long-term
sale pressure of shares, resulting in a negative impact on Tallink,
its image and its interests that is not dependent on its business
or results. The Offering that provides all shareholders with an
opportunity to sell their shares but does not oblige to do so would
help to reduce the chances of such selling pressure and would
therefore rather have a positive effect on Tallink, its interests
and relationships with its employees.
5.
Intention of the members of the Supervisory Board and Management
Board to accept the Offer
To the knowledge of the Supervisory Board, no member of the
Supervisory Board or Management Board intends to accept the
Offer.
6.
Contracts of the members of the Supervisory Board and Management
Board
To the knowledge of the Supervisory Board, there are no
agreements between Tallink and members of the Supervisory Board or
Management Board that would provide for the termination of
agreements or payment of compensation to the members of the
Supervisory Board or Management Board by Tallink or a third party
with regard to the Offering or the results thereof.
Procedural matters
This opinion of the Supervisory Board is made available in
writing for free at Tallink’s seat at Sadama tn 5, 1011, Tallinn,
Estonia on business days from 9:00 to 17:00 and is also published
on the website of Nasdaq Tallinn Stock Exchange
(www.nasdaqbaltic.com) and the website of Tallink
(https://www.tallink.com/investors/for-investors).
If you wish to read the opinion of the Supervisory Board at
Tallink’s seat, please make an appointment by calling (+372 640
9800) or by e-mail (info@tallink.ee) at least one business before
the requested appointment time.
Anneli Simm
Investor Relations Manager
AS Tallink Grupp
Sadama 5
10111 Tallinn, Estonia
E-mail anneli.simm@tallink.ee
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