TALLINN STOCK EXCHANGE

ANNOUNCEMENT

 

LISTING COMMITTEE'S DECISION ABOUT THE APPLICATION OF LEKS 

KINDLUSTUS

 

The Tallinn Stock Exchange (TSE) Listing Committee discussed on its 

23.05.2000 meeting the application of Leks Kindlustuse AS (Leks) to 

delist the shares of Leks from the Secondary List of TSE. 

 

According to article 11.1. of chapter "Requirements for Issuers" of 

the TSE Rules and Regulations, the issuer's securities can be 

delisted with the respective decision of TSE Listing Committee, 

which is made based on the issuer's written application. TSE 

Listing Committee has a right to refuse to satisfy such application 

if delisting of these securities would substantially harm the 

interests of investors, or would give to some shareholders unfair 

advantages compared to the other shareholders.

 

Before the public offering (as of 10.01.2000), Leks had 543 

shareholders and BICO owned 68.71% of Leks shares. Altogether 190 

shareholders out of 540 accepted the offering; in the course of the 

offering BICO acquired an additional 4.74% of Leks shares (total 

holding 73.85%). After the end of public offering (as of 

11.02.2000), Leks had altogether 312 shareholders.

 

After the end of the offering (as of 07.04.2000), BICO acquired 

from Swiss Re 20.71% holding in Leks, thus increasing its holding 

in the company to 96.61%. Price of the transaction and other 

significant terms and conditions were not disclosed.

 

According to articles 5.1 and 5.4 of chapter "Requirements for 

Issuers" of the TSE Rules and Regulations, the issuer is obligated 

to immediately disclose all circumstances and events that may have 

a substantial impact on the issuer's financial standing and 

economic activity, perspectives of its activity and may have an 

impact on the price of issuer's securities in any other way. 

According to article 5.1.3 of chapter "Requirements for Issuers" of 

the TSE Rules and Regulations, the list of such circumstances also 

includes a conclusion of major contracts for the issuer.

 

According to article 6.9 of chapter "Requirements for Issuers" of 

the TSE Rules and Regulations, the shareholders having more than 5% 

of votes represented with shares in the issuer are obligated to 

disclose the significant terms and conditions of all contracts that 

may have a substantial impact on the price of issuer's securities.

 

Upon sale of substantial holding in the issuer, the sales price of 

securities is among the conditions that have a substantial impact 

on the price of issuer's securities in the secondary market, and 

thus is a subject for disclosure.

 

TSE Listing Committee found that as Leks and BICO have refused to 

disclose information that is subject for disclosure under TSE Rules 

and Regulations, the TSE Listing Committee does not have sufficient 

information on significant terms and conditions of transactions 

made with shares of Leks before and after BICO's public offering to 

minority shareholders of Leks. Thus the TSE Listing Committee 

cannot evaluate whether the shareholders of Leks have been equally 

treated, and hence also to decide whether delisting of shares of 

Leks from the TSE would substantially harm the interests of 

investors, or would give to some shareholders unfair advantages 

compared to the other shareholders. Hence the TSE Listing Committee 

did not have sufficient information on circumstances provided in 

article 11.1 of chapter "Requirements for Issuers" of the TSE Rules 

and Regulations, to decide about delisting of Leks shares.

 

TSE Listing Committee decided not to satisfy Leks's application for 

delisting its shares from the Tallinn Stock Exchange, and to oblige 

Leks and BICO as the core investor of Leks to disclose within the 

period of two weeks additional information on transactions made by 

BICO with shares of Leks and significant terms and conditions of 

these transactions. 

 

 

TSE