AS EESTI NÄITUSED

ANNOUNCEMENT

26.07.99

 

PUBLIC OFFERING TO THE SHAREHOLDERS OF AS EESTI NÄITUSED

 

Today, on July 26, AS Eferelt as the majority shareholder of the 

company made a public offering for purchase of AS Eesti Näitused 

shares 

from the shareholders who own up to 5% holding in AS Eesti 

Näitused. 

 

The main fields of activity of AS Eferelt are advertising and 

management consultations. At the end of 1998, the net profit of AS 

Eferelt amounted to 5.6 million Estonian kroons, owners’ equity 

20.8 

million Estonian kroons and balance sheet size 29.5 million 

Estonian 

kroons. 

On 16.07.99 AS Eferelt bought from Optiva Pank 281 803 shares of 

Eesti 

Näitused at price of 12.5 EEK per share. Following this 

transaction, 

the holding of AS Eferelt in AS Eesti Näitused increased to 1 985 

499 

shares, i.e. 62.05% of total outstanding shares of AS Eesti 

Näitused.

 

As of 21.07.99, AS Eferelt holds 2 054 372 shares, or 64.20% of 

total 

outstanding shares of AS Eesti Näitused. As a result of this 

offering, 

AS Eferelt intends to increase its holding in AS Eesti Näitused to 

up 

to 81.76%, providing the shareholders an opportunity to ell their 

holdings.

 

AS Eferelt will buy shares from all eligible shareholders at 

purchase 

price of 12.5 Estonian kroons per one share, which is 20.4% higher 

than 

the share’s average close price on the Tallinn Stock Exchange 

during 

the last six months (i.e. until 14.07.99).

 

AS Eferelt hereby confirms that it does not withhold confidential 

information, which would be necessary for evaluation of the current 

purchase offering. According to the purchase offering, AS Eferelt 

does 

not intend to make substantial changes in the business activities 

of AS 

Eesti Näitused. 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.

 

Following the consultations with the executive management of the 

Tallinn Stock Exchange, the Management Board of AS Eesti Näitused 

submitted to the TSE an application to terminate the listing of AS 

Eesti Näitused shares on the exchange’s Secondary List, as less 

than 

25% of shares of AS Eesti Näitused are held publicly and the 

company’s 

majority shareholder does not intend to make a resolution resulting 

in 

increase of the volume of publicly held shares. Also the general 

strategy of the company is to become private.  

 

According to the present purchase offering, AS Eferelt is obliged 

to 

acquire AS Eesti Näitused shares on the aforementioned terms only 

if 

the purchase offering is accepted by a shareholder not later than 

on 

23.07.99 at 17:00. To express the acceptance of the purchase 

offering, 

the shareholder must submit a respective sell order not later than 

on 

23.07.99 at 17:00.

 

 

Igor Pihela

Chairman of the Management Board