Date: 7.05.2018
On 4 April 2018 Odyssey Europe AS (the "Bidder") launched a voluntary cash
offer to acquire shares of Olympic Entertainment Group AS ("OEG") 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 (the
"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 (the "Accepting
Shareholder") will only be completed if specific independent conditions as
outlined therein (the "Closing Conditions") are met or waived. The Bidder has
confirmed on 2 May 2018 that all Closing Conditions have either been duly met
or waived. Therefore, the sales agreements with the Accepting Shareholders will
be completed.
The term for the acceptance of the Offer ended on 2 May 2018. The purchase
price offered by the Bidder in the Offer was EUR 1.9 per share (the "Purchase
Price").
In the course of the Offer the Accepting Shareholders decided to sell to the
Bidder a total of 117,880,166 OEG shares, constituting approximately 77.66% of
all OEG shares.
Payment of the Purchase Price and transfer of the OEG shares shall be executed
on 10 May 2018 (the "Value Date") as delivery-versus-payment transactions. On
the Value Date, the Bidder shall pay to each Accepting Shareholder the Purchase
Price according to the number of OEG shares sold by such shareholder against
the transfer of such relevant OEG shares.
Since 19 March 2018, i.e. from the date the Bidder announced its intention to
launch the Offer, the Bidder has purchased from the market 16,514,006 OEG
shares, constituting approximately to 10.88% of all OEG shares. All these
shares were purchased for the purchase price offered by the Bidder in the
Offer, i.e. EUR 1.9 per share. Persons acting in concert with the Bidder (as
defined in the Prospectus) do not hold any OEG shares.
Therefore, following completion of the Offer on 10 May 2018, the Bidder will
have acquired in total 134,394,172 OEG shares, constituting approximately to
88.54% of all OEG shares.
OEG is holding 31,040 own shares, constituting approximately to 0.02% of all
OEG shares. Pursuant to § 283 (5) of the Commercial Code, OEG's own shares do
not grant any shareholders' rights, including voting rights.
Thus, after the Value Date, the Bidder is holding approximately to 89% of the
voting rights in OEG.
The Bidder intends to have OEG shares delisted from Nasdaq Tallinn to be
resolved in the Annual General Meeting of OEG convened to take place on 11 May
2018. Upon delisting, the shareholders who did not accept the Offer will no
longer have liquid OEG Shares.
The Bidder further intends the merger of OEG as transferring entity into the
Bidder as the assuming entity. The shareholders who did not accept the Offer
will be offered new shares in the Bidder. These shares will not be listed on
Nasdaq Tallinn nor on any other stock exchange.© 2018 GlobeNewswire
