TALLINN STOCK EXCHANGE 

ANNOUNCEMENT

 

LISTING COMMITTEE'S DECISION ABOUT XXL.EE 

 

TSE Listing Committee discussed on its 10.07.2001 meeting the 

possible violation of the provisions of the TSE Rules and 

Regulations by AS XXL.EE (hereinafter: XXL).

 

Pursuant to article 6.4.3 of chapter "Requirements for Issuers" of 

the TSE Rules and Regulations (hereinafter RI), if recommendation 

is made to the general meeting for waiving of the pre-emptive right 

of the existing shareholders, then the notice of convening the 

general meeting must include information about the person to whom 

the issue is directed.

 

According to the notice of convening of extraordinary general 

meeting of XXL, published on 20.07.2000, the agenda of the general 

meeting to be held on 28.07.2000 included increase of XXL share 

capital and waiving of the pre-emptive right of the existing 

shareholders. The notice did not contain information about 

person(s) to whom the issue was to be directed.

 

Pursuant to article 6.4.4 of RI, if one shareholder holds more than 

50% of votes in the TSE listed company, then the issuer must ensure 

upon issue of shares of the same class as the listed shares that 

the sales price of the newly issued shares, for which the 

pre-emptive right of the existing shareholders was waived, is not 

substantially lower than the market price of these shares. For the 

purposes of this provision the price shall be considered to be 

substantially lower than the market price if the subscription price 

of the newly issued shares is more than 10% lower than the average 

price of the shares of this company during the last ten stock 

exchange days preceding the day the price of the new issue is 

fixed.

 

On 28.07.2000 the extraordinary general meeting of XXL shareholders 

decided to increase the company's share capital by EEK 15,000,000 

by issuing 1,500,000 new shares at par value of EEK 10. The 

pre-emptive right of the current shareholders of XXL was waived.

 

As of 28.07.2000 the trading in shares of XXL closed at price of 

EEK 20 (last transaction was made on 22.06.2000). With respect to 

the reduction of share capital (record date 03.07.2000) the 

adjusted closing price of XXL shares was EEK 40, thus the sales 

price of the new shares was 75% lower than the average price of the 

shares of XXL during the last ten stock exchange days preceding the 

day the price of the new issue is fixed.

 

Pursuant to article 4.8.1 of chapter "Listing Rules" of TSE Rules 

and Regulations (hereinafter LR), in case of a new issue of shares 

of the same class as the listed shares, the issuer is required to 

apply for listing of these shares in accordance with the provisions 

of the currently valid Listing Rules. The issuer must apply for 

listing of new shares at least 9 stock exchange days before the 

commencement of the subscription period.

 

On 28.07.2000 the extraordinary general meeting of XXL shareholders 

determined that the subscription period for 1,500,000 shares to be 

issued shall be 28.07-11.08.2000. The application for additional 

listing of shares was submitted to the TSE along with the draft 

listing prospectus on 29.11.2000.

 

The Listing Committee concluded that XXL has violated against the 

provisions of articles 6.4.3, 6.4.4 of chapter "Requirements for 

Issuers" and articles 4.8.1 of chapter "Listing Rules" of the TSE 

Rules and Regulations, and decided to issue warnings to XXL for 

violation of the above-mentioned provisions of the TSE Rules and 

Regulations.

 

 

TSE