Last update: 27.11.2024 00:05 (GMT+2)
Tallinn Stock Exchange PRESS RELEASE 06.04.2005
NOTICE OF THE RESULTS OF CASH OFFER TO AS HANSAPANK SHAREHOLDERS
In accordance with the Rules of Takeover Bids and other laws effective in Estonia,
FöreningsSparbanken AB (“FöreningsSparbanken”), a company incorporated pursuant to
the laws of Sweden, registration number 502017-7753, address 105 34 Stockholm,
Sweden, made on 1 March 2005 a cash offer (the “Offer”) for acquiring all shares of
AS Hansapank (“Hansabank”), a company incorporated pursuant to the laws of Estonia,
registry code 10060701, address Liivalaia 8, Tallinn 15040, Estonia, not already
owned by FöreningsSparbanken from shareholders of Hansabank (“Shareholders”). The
Offer was made at the price of 172.11 Estonian kroons (11.00 EUR)* per share and
the Offer was conditional upon the fulfillment of a condition that Shareholders
give acceptances to the Offer to such an extent that FöreningsSparbanken will hold
at least ninety five per cent (95%) of all shares in Hansabank.
On 22 March 2005 FöreningsSparbanken increased the price of the Offer to 211.23
Estonian kroons (13.50 EUR) per share and waived the condition that Shareholders
should give acceptances to the Offer to such an extent that FöreningsSparbanken
will hold at least 95% of all shares in Hansabank.
The period of acceptance of the Offer ended on 4 April 2005.
FöreningsSparbanken will acquire as a result of the Offer 34 591 366 shares of
Hansabank. According to the Estonian Central Register of Securities (the “ECRS”)
share register of Hansabank as of 6 April 2005 the total number of shares owned by
FöreningsSparbanken was 271 538 805, thereby FöreningsSparbanken will hold shares
representing 96.5 per cent of the total number of shares of Hansabank. In addition,
FöreningsSparbanken is awaiting the settlement of 5 218 976 shares of Hansabank
aquired from the market during the Offer. In total, the shares that will be
acquired as a result of the Offer, the shares owned by FöreningsSparbanken, and the
shares awaiting settlement represent 98.1 per cent of all the shares and votes of
Hansabank, that is 311 349 147 shares.
According to the ECRS share register of Hansabank as of 6 April 2005 the holdings
and votes represented by the shares of persons acting in concert with
FöreningsSparbanken in Hansabank are the following: Hansabank: 0.09 per cent, that
is 272 158 shares.
The Offer is not directed towards any person whose participation requires
additional prospectus, registration or other measures than those required by
Estonian or Swedish law. Specifically, the Offer is not being made directly or
indirectly in or into the United States of America, Australia, Japan or Canada.
Copies of the Prospectus or any other documents related to the Offer must not be
mailed or otherwise distributed or sent in or into or from the United States of
America, Australia, Japan or Canada, and persons receiving the Prospectus or any
other documents related to the Offer (including, without limitation, custodians,
nominees and trustees) must not distribute or send them in, into or from the United
States of America, Australia, Japan or Canada. The Prospectus or any other
documents related to the Offer may not be distributed to or in any other country
where such distribution (i) requires additional registration or other measures than
those prescribed by Estonian and Swedish law or (ii) conflicts with prevailing
legislation or regulations in such country.
* The price as stated in EUR has been converted from EEK using the peg of EEK
15.6466 for 1 EUR. Depending on the account operator of the respective Shareholder,
different conversion rates may be applied for those Shareholders wishing to convert
the payment in EEK into EUR.