Last update: 24.08.2024 23:11 (GMT+3)
TALLINN STOCK EXCHANGE
ANNOUNCEMENT
TAKE-OVER COMMITTEE'S DECISION ABOUT FAKTO
On August 17, 2001, the Tallinn Stock Exchange (TSE) Take-over
Committee reviewed the materials regarding AS Fakto actions
as the Target Company during the take-over bid of
Autoinvesteeringute OÜ to Fakto shareholders.
Pursuant to §242 (2) of the Securities Market Act (SMA) and
article 2.4.1 of the Rules for Take-over Bids (hereinafter Rules)
the Target Company must give necessary, relevant, correct, precise,
complete and identical information to all shareholders who are
the addressees of the bid, for making a decision about the
take-over bid.
During the take-over bid Fakto published the mandatory Target
Company's opinion on take-over bid, announcing the Management
Board and Supervisory Board members' intention to accept the
take-over bid. However, in reality none of the aforementioned
persons have accepted the take-over bid.
The Take-over Committee is of the opinion that the aforementioned
persons have the best overview of the Target Company's business
activities, economic situation, hence the real value of the
securities, i.e. shareholders' assets. Thus, information on
the intentions of the Target Company's Management Board and
Supervisory Board members to accept or not to accept the take-over
bid is necessary and of the utmost importance while considering the
take-over bid. Such information may be considered as an opinion
of the persons aware of the Target Company's real situation,
about the fairness of the relevant security's purchase price.
This opinion may have an influence on shareholders considering
the take-over bid.
Therefore, Fakto did not give relevant, correct and precise
information to all shareholders who are the addressees of the bid,
for making a decision about the take-over bid.
Based on this information and in accordance with
§6 of the Commercial Code; §24 (1), 24 (3) article 1 of the SMA,
and articles 2.4.1., 2.4.2., 2.4.3., 6., 6.1.1., 6.1.2.5., and 7
of the Rules, and article 2.1.2 of subsection "Fines for violation
of requirements for Offerors or Target Companies" of the chapter
"Fines imposed by the Tallinn Stock Exchange on issuers of
securities listed on the Exchange and on member firms of the
Exchange" of the TSE Rules and Regulations the TSE Take-over
Committee
d e c i d e d:
to fine Fakto EEK 100,000 for violation against the provisions
of article 2.4.1. of the Rules, i.e. for giving incorrect and
misleading information to the shareholders who are the addressees
of the bid, for making a decision about the take-over bid.
TSE