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