EESTI NÄITUSTE AS

ANNOUNCEMENT

26.10.99

 

 

TERMS AND CONDITIONS OF THE PURCHASE OFFERING

 

AS Eesti Näitused will hereby publish the purchase offering submitted 

by its majority shareholder AS Eferelt. The following announcement 

contains the terms and conditions for public purchase offering to the 

minority shareholders by AS Eferelt.

 

GENERAL INFORMATION

On Tuesday, 19.10.1999, the Tallinn Stock Exchange ("Exchange") Listing 

Committee resolved to conditionally delist the shares of AS Eesti 

Näitused ("Eesti Näitused" or "Company") from the Exchange. The 

resolution will become effective after AS Eferelt ("Eferelt" or 

"Offeror") has announced and conducted an offering to the minority 

shareholders, with duration of at least 5 (five) weeks, the terms and 

conditions of which are at least equal to those of the first offering. 

AS Eferelt hereby presents to the shareholders of Eesti Näituste AS 

("Shareholders") the public purchase offering ("Purchase offering") for 

purchase of the Company's shares ("Shares") at price of 12.5 Estonian 

kroons per share.

 

PURCHASE PRICE

AS Eferelt hereby undertakes the obligation to purchase Shares at price 

12.5 Estonian kroons per share ("Purchase price") from all Shareholders 

who have accepted the Purchase offering. 

 

OFFEROR'S CONFIRMATION

The Offeror does not withhold confidential information, which would be 

necessary for evaluation of the current Purchase offering. AS Eferelt 

does not intend to make substantial changes in the business activities 

of AS Eesti Näitused. AS Eesti Näitused will continue its regular 

activities, i.e. organize the exhibitions, fairs and seminars, and 

execute selected strategic plans. The Purchase offering will be 

financed by the company's own resources and external finances. The 

Purchase offering is not financed or guaranteed by AS Eesti Näitused.

 

EFERELT

The main fields of activity of AS Eferelt are advertising and 

management consultations. At the end of the last year, AS Eferelt net 

profit totaled 5.6 million Estonian kroons, owners equity 20.8 million 

Estonian kroons and total balance sheet size 29.5 million Estonian 

kroons.

 

INTENTIONS OF EFERELT

As of 20.10.1999, the Offeror controls 3 028 134 Shares, which 

account for 94.6% of AS Eesti Näitused total shares outstanding. With 

purchase of Shares, AS Eferelt wishes to provide the Shareholders an 

opportunity to sell the Shares in their ownership before the Company 

becomes private. 

 

ACCEPTANCE OF THE PURCHASE OFFERING

In accordance with the current Purchase offering, AS Eferelt is 

obliged to acquire Shares on the aforementioned terms and conditions 

only if the Purchase offering is accepted by a Shareholder not later 

than on 30.11.99 at 17:00. To express the acceptance of the Purchase 

offering, the Shareholder must submit the respective sell order (see 

Procedure of the Purchase Offering) not later than on 30.11.99 at 

17:00. AS Eferelt reserves the right not to consider the Purchase 

offering accepted by the Shareholder if the Shareholder expresses his 

or her wish to sell the Shares in any other form than described above.

 

OTHER CONDITIONS OF THE PURCHASE OFFERING

The Shareholders confirm with proper acceptance of Purchase offering 

that the Shares to be sold are neither burdened in favor of third 

persons nor the third persons have any other rights on Shares. With 

acceptance of the Purchase offering, the Shareholder undertakes the 

obligation to repurchase from AS Eferelt all Shares, which are burdened 

in favor of the third persons, or the third persons have any other 

rights on these Shares.

 

PROCEDURE OF THE PURCHASE OFFERING

All necessary procedures for accepting the Purchase offering will be 

conducted at the account operator bank, through which the Shareholder 

opened the securities account with the Estonian Central Depository for 

Securities ("ECDS"). The account operator banks servicing the 

shareholders are Eesti Krediidipank, Eesti Ühispank, Hansapank and 

Optiva Pank. In order to sell the Shares on terms and conditions 

provided in the Purchase offering, the Shareholder must submit the 

order for transfer of Shares to the account operator bank. The order 

must be submitted to the account operator bank not later than by 

30.11.1999 (incl.) at 17:00. The information provided in the order 

must be in accordance with the following terms:

 

 

Name of Security:			Eesti Näituste AS ordinary share

ISIN code:				EE3100001843

Transaction price per Share:		12.5 Estonian kroons

Number of Shares to be sold:		to be determined by the Shareholder

Type of settlement: 	                delivery versus payment

Transaction value date: 	        03.12.1999

Shareholder's securities account number:_______________________

Name of buyer:		                AS Eferelt

Buyer's account operator:		Hansapank

 

 

On the banking day preceding the transaction value date, AS Eferelt will 

submit through its account operator bank the matching orders necessary to 

settle the sell orders, which were made in accordance with the terms and 

conditions of the Purchase offering. On the transaction value date 

(03.12.1999) the Shareholder's account operator bank will transfer the 

proceeds from sale of Shares to the seller's current account connected 

with his or her securities account. 

 

 

 

Igor Pihela

Chief Executive

AS Eesti Näitused