Last update: 04.07.2024 02:15 (GMT+3)

TSE: CONDITIONAL LISTING OF SPORTLAND DEBT SECURITIES

19.09.2005, Nasdaq Tallinn, TLN
TALLINN STOCK EXCHANGE                ANNONCEMENT                    15/19.09.2005

CONDITIONAL LISTING OF SPORTLAND DEBT SECURITIES

The Listing and Surveillance Committee of Tallinn Stock Exchange (hereinafter:
Committee) has examined the application submitted to the Committee by Sportland
International Group AS on March 16, 2005, regarding the listing of the 250,000
debt securities of Sportland International Group AS on Tallinn Stock Exchange.
The Committee also examined the petition submitted on July 23, 2005, for granting
an exemption to the provisions stipulated in clause 9.1. of the "Listing Rules"
(hereinafter: LR) in the Rules and Regulations of Tallinn Stock Exchange,
regarding the requirement that the issuer must have been operating for a minimum
of 2 years prior to the submission of the listing application.

Sportland International Group AS was founded as a so-called "holding" company on
October 13, 2003, during the course of the restructuring of a previously
operating company group. Prior to the founding of Sportland International Group
AS, Sportland Eesti AS was active in business and owned subsidiaries in Latvia
and Russia. Upon the creation of Sportland International Group AS, Sportland
Eesti AS sold the stocks of its subsidiaries to Sportland International Group AS;
in addition to this, Sportland International Group AS also acquired the stock of
Sportland Eesti AS. Sportland International Group AS claimed that the changes
were related to the restructuring of the company, and that the listing prospectus
and its annexes contain previous economic results for Sportland Eesti AS,
providing sufficient overview of the previous economic activities and results of
Sportland International Group AS.

In the opinion of the Commission, on the basis of the submitted data, it is
possible to assess the previous economic results of Sportland International Group
AS and also provide a sufficiently adequate assessment of the issuer's economic
situation and other indicators. In addition to this, the Committee also noted
that it is only a little more than one month until the requirement in clause 9.1
of LR is fulfilled and thus it is possible to evaluate the economic situation of
the issuer on the level required in the standards provided in the Regulations.
Based on the previous information, on September 13, 2005, the Committee decided
to accede to Sportland International Group AS's application and make an exemption
to the requirement in clause 9.1. of LR.

After reviewing the application for listing, the Committee concluded that
Sportland International Group AS has not sufficiently described their economic
situation, growth potential or their outlook for the future. In addition to this,
the company has not explained the reasons for the loss of 8.2 million Estonian
kroons in the report of the first half of the year 2005 and the methods of
liquidation of the said loss. It is because of this that the Committee has
decided that Sportland International Group AS has not adequately described the
risks significant from the viewpoint of its economic activities and thus, the
interests of the investors cannot be regarded as protected without fulfilling
certain conditions.

It is on the bases of the above that on September 13, 2005, the Committee decided
to:

1. Accede to the application of Sportland International Group and to
conditionally list 250,000 securities issued by Sportland International Group AS
in the Bonds' list of the Exchange.

2. The decision takes effect on November 7, 2005, provided that by November 1,
the following conditions have been met:

- Sportland International Group AS has adequately and clearly described to
the Exchange the reasons for the loss in the first half of 2005;
- Sportland International Group AS has adequately and clearly described to
the Exchange their development plans and the means for ensuring sustainable
development, taking into consideration the nature of the short-term obligations
granted to them, including overdraft credit;
- Sportland International Group AS has presented to the Exchange their
statement regarding the fulfilment of debt obligations so far;
- Sportland International Group AS has adequately and clearly described to
the Exchange from which account the securities shall be redeemed and what shall
happen in case Sportland International Group AS encounters payment difficulties
at the redemption of securities or interest payments;
- Sportland International Group AS has compiled and presented to the Exchange
a report of up to 5 pages in length, regarding their economic situation and
risks, which has clearly and concisely explained to investors the main risks
resulting from the operations, including an explanation of the above named
conditions. This summary shall be prepared and published as an annex to the
prospectus;
- In addition to its own annual reports, Sportland International Group AS
will publish via the Exchange information system the annual reports of AS
Jalajälg;
- Sportland International Group AS has changed face value of the listed
securities, raising it to one hundred thousand (100,000) Estonian kroons;
- Sportland International Group AS has presented to the Exchange the
confirmation of AS LHV, the organizer and advisor of the tender and listing
procedure and advisor, in the form appended to the present decision;
- after fulfilment of the above named conditions, Sportland International
Group AS has presented to the Exchange a report that contains information
regarding the fulfilment of the conditions.

3. Upon fulfilment of the conditions listed in Clause 2, the first date of
listing of Sportland International Group AS will be November 7, 2005.


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