Atnaujinta: 2024.11.27 16:29 (GMT+2)
Tallinn Stock Exchange NEWS RELEASE 01.03.2005
CASH OFFER TO AS HANSAPANK SHAREHOLDERS
NOTICE OF CASH OFFER
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, is offering to acquire
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”) on
the following terms and conditions (the “Offer”):
The persons acting in concert with FöreningsSparbanken within the
meaning of Article 168 of the Securities Market Act of Estonia are the
companies controlled by FöreningsSparbanken.
1. Number of shares of Hansabank owned by FöreningsSparbanken and
persons acting in concert
FöreningsSparbanken is the beneficial owner of 189,504,712 shares of
Hansabank, representing 59.71 per cent of the total number of shares
of Hansabank. As at 23 February 2005, Hansabank was the registered
owner of 539,823 shares of Hansabank, representing 0.17 per cent of
the total number of shares of Hansabank, AS Hansa Investeerimisfondid
was the registered owner of 42,468 shares of Hansabank, representing
0.01 per cent of the total number of shares of Hansabank, and AS Hansa
Elukindlustus was the registered owner of 99,300 shares of Hansabank,
representing 0.03 per cent of the total number of shares of Hansabank.
None of the other persons acting in concert with FöreningsSparbanken
is the beneficial owner of any shares of Hansabank.
2. Description of shares in respect of which the Offer is made
The total number of shares issued by Hansabank is 317,368,436, all of
which are Class B registered common shares, each with a nominal value
of EEK 10.00 (the “Shares”).
The Offer is made in respect of all Shares not already owned by
FöreningsSparbanken, being 127,863,724 Shares, representing 40.29 per
cent of all Shares.
Pursuant to the articles of association of Hansabank, each common
share gives the shareholder one vote at the general meeting of
shareholders and entitles the shareholder to participate in the
distribution of profits and assets remaining upon the dissolution. All
Shares are freely transferable.
The Shares are listed on the Tallinn Stock Exchange.
3. Purchase price
EEK 172.11 (EUR 11.00)* per Share (the “Share Price”).
4. Offer period
The period of acceptance of the Offer (the “Offer Period”) begins on 1
March 2005 and ends on 4 April 2005 (the “Final Date”). The
transaction instructions of the Shareholders wishing to accept the
Offer must be registered with the Estonian Central Register of
Securities (the “ECRS”) by 5 p.m. Estonian time on the Final Date.
5. Condition for the completion of the Offer
The rights and obligations determined by the Offer shall arise in case
the following condition (“Condition Precedent”) is fulfilled:
Shareholders give acceptances to the Offer to such an extent that
FöreningsSparbanken will hold at least ninety five per cent (95%)
of all Shares.
FöreningsSparbanken shall have the right to waive the Condition
Precedent, however, not later than on the 10th calendar day before the
expiry of the Offer Period.
6. Method of payment of the purchase price and transfer of Shares
FöreningsSparbanken shall pay the purchase price to each Shareholder
who has accepted to sell his/her/its respective Shares to
FöreningsSparbanken on 11 April 2005 (the “Value Date”) to such
accepting Shareholder’s cash account connected to his/her/its
securities account. FöreningsSparbanken shall pay the purchase price
to each accepting Shareholder against the delivery of Shares by such
accepting Shareholder to FöreningsSparbanken (delivery versus
payment).
7. Procedure for accepting the Offer
Each Shareholder wishing to accept the Offer should contact the
relevant financial institution operating the securities account on
which the Shares belonging to such Shareholder are held (ECRS account
operator) and register a transaction instruction in accordance with
the terms specified in the prospectus of the Offer (the “Prospectus”)
in more detail, for the sale of Shares to FöreningsSparbanken against
payment.
8. Offer timetable
1 March 2005 – 4 April 2005 Offer Period
7 April 2005 Publication of results
11 April 2005 Value Date
The Prospectus will be made electronically available on the Internet
website of the Tallinn Stock Exchange (www.ee.omxgroup.com) and the
printed Prospectus will be made available at AS Hansapank, address
Liivalaia 8, Tallinn 15040, Estonia.
All information contained in this notice of the Offer and the
Prospectus is presented as of 11 February 2005 (except if expressly
stated otherwise), the date for submission of the Prospectus and the
notice of the Offer to the Estonian Financial Supervision Authority
(Finantsinspektsioon) for approval.
This notice of the Offer, the Prospectus and the terms of the Offer
have been approved by the Estonian Financial Supervision Authority on
28 February 2005.
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 Share 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.