Date: 20.04.2018
On 4 April 2018 Odyssey Europe AS (the "Bidder") launched a voluntary cash
offer to acquire shares of Olympic Entertainment Group AS ("OEG" or the "Target
Issuer") based on the terms and conditions of the notice of offer ("Notice of
Offer") and prospectus ("Prospectus", together with the Notice of Offer the
"Offer Documents") as were approved by the Estonian Financial Supervision
Authority (the "EFSA") on 2 April 2018 and published on 4 April 2018 on Nasdaq
Tallinn Stock Exchange ("Offer").
According to section 7 of the Notice of Offer and section 1.2 of the
Prospectus, the Offer and the sales agreements entered into with OEG
shareholders as a result of their acceptance of the Offer will only be
completed if specific independent conditions as outlined therein (the "Closing
Conditions") are met or waived. The Bidder retained the right to waive any of
the Closing Conditions except the Approval Conditions no later than 10 calendar
days before the end of the Acceptance Period (2 May 2018 at 17:00 Estonian
time).
The Bidder hereby announces that it waives the Closing Conditions set forth in
section 7 para. 3 of the Notice of Offer and 1.2 para 3 of the Prospectus,
respectively, that since the date of the Offer:
-- no material adverse effect in each case in respect of the assets or
financial condition in an amount of more than EUR 25,000,000.00 or the
equity value of OEG Group in an amount of EUR 40,000,000.00 has occurred
(subpara. (i));
-- neither the consolidated turnover in an amount of EUR 25,000,000.00 nor the
consolidated EBITDA in an amount of EUR 7,000,000.00 of OEG Group has
negatively been impacted (subpara (ii));
-- neither the OMX Tallinn, nor the FTSE, nor the DAX stock index have
declined by 15% or more compared to their individual value as of the
closing of the relevant market on the date preceding the date of the Offer
(subpara. (iii));
-- OEG has duly invited to an extraordinary general meeting of OEG concerning
(x) the approval of the delisting of the OEG Shares from Nasdaq Tallinn and
the issuance of the instruction to OEG's management to submit the
application for the delisting to Nasdaq Tallinn or (y) the appointment of
new members of the OEG's supervisory board (subpara. (iv)); and
-- none of the gambling licenses set forth in Annex 1 of the Prospectus issued
to the entities of the OEG Group has been revoked or has been threatened
(orally or in writing) to be revoked (subpara. (v)).
Except of the Closing Conditions set forth under section 7 para. 1, subpara.
(ii) and para. 2 of the Notice of Offer and section 1.2 para. 1 subpara. (ii)
and para. 2 of the Prospectus, respectively that
-- the Bank of Lithuania does not oppose the indirect acquisition of a
qualifying holding of the capital and voting rights in UAB Mecom Grupp and
-- the SPA has not been terminated during the Acceptance Period
all other Closing Conditions regarding the Offer have now been met or duly
waived.
For further information on Closing Conditions please refer to sections 1.2 and
1.3 of the Prospectus.
The Offer Documents are available in electronic form:
-- on the web page of Nasdaq Tallinn (
www.nasdaqbaltic.com
)
-- on the web page of Estonian Financial Supervision Authority (
www.fi.ee
)
-- on the web page of the Bidder (
http://odyssey-europe.eu
)
The Offer Documents are also available on paper at the head office of AS LHV
Pank at Tartu mnt 2, 10145 Tallinn.
Capitalized terms not otherwise defined herein shall have the meanings assigned
to them in the Offer Documents.© 2018 GlobeNewswire
