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GlobeNewswire
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Nasdaq Tallinn: NOTICE OF INTENTION TO MAKE TAKEOVER OFFER TO ACQUIRE ALL SHARES OF AS BALTIKA

NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD BE UNLAWFUL 

Notice of intention to make takeover offer to acquire all shares of Aktsiaselts
BALTIKA 

KJK Fund SICAV-SIF (in liquidation) (the "Bidder") hereby announces that it has
gained dominant influence over Aktsiaselts BALTIKA ("Baltika"), and accordingly
is required to make a takeover offer (the "Offer") to acquire all shares of
Baltika not held by the Bidder. 

On 15 August 2019, Baltika announced the final results of public offering of
Baltika Shares and final allocation of new Baltika Shares (as defined below).
According to the allocation, the Bidder was allocated 46,919,146 new Baltika
Shares. The increase of the share capital was registered with the Estonian
Commercial Register on 13 August 2018 and 46,919,146 new Baltika Shares were
issued and transferred to the Bidder prior to publication of this notice.
Together with 1,586,845 Baltika Shares already held by the Bidder the Bidder
holds as at the date of this notice, following the issue of new Baltika Shares,
48,505,991 Baltika Shares that grant the Bidder approximately 89.69% of all
votes represented by the Baltika Shares at the general meeting of Baltika. 

Accordingly, the Bidder has gained from the date of this notice dominant
influence over Baltika and is in accordance with subsection 166 (1) of the
Securities Market Act ("SMA") required to make a takeover offer for all Baltika
Shares within twenty days as of gaining dominant influence. 

The terms and conditions of the Offer (including the price of the shares being
the object of the Offer) and its acceptance will be set out in the prospectus
(the "Prospectus") and a notice of the Offer to be published by the Bidder. The
Bidder will submit the Prospectus and a notice of the Offer to the Estonian
Financial Supervision Authority ("EFSA") for approval in accordance with
applicable legal acts. Following the approval by EFSA, the Prospectus and a
notice of the Offer will be published on the date specified by EFSA on the
internet addresses listed below in clause 6. 

1.    Bidder and persons acting in concert with the Bidder

The Bidder is KJK Fund SICAV-SIF (in liquidation), an investment fund
established under the laws of the Grand Duchy of Luxembourg, registration
number in the Luxembourg Trade and Company Register B 86 729, having its
registered address at 412F, route d'Esch L-1030, the Grand Duchy of Luxembourg. 

The Bidder is an investment fund managed by KJK Management SA, a public limited
company (Société anonyme) established under the laws of the Grand Duchy of
Luxembourg, registration number in the Luxembourg Trade and Company Register
B-156 627, having its registered address at 9, rue Jean-Pierre Sauvage, L-2514,
the Grand Duchy of Luxembourg, the Grand Duchy of Luxembourg. 

The Bidder acts independently in carrying out the Offer, i.e. there are no
persons acting in concert with the Bidder in relation to this Offer. 

2.    Target issuer

The target issuer is Aktsiaselts BALTIKA, a public limited liability company
established under the laws of the Republic of Estonia, registration number in
the Estonian Commercial Register 10144415, having its registered address at
Veerenni street 24, Kesklinna district, Tallinn, 10135, Harju county, the
Republic of Estonia. 

3.    Holding and acquisition of Baltika Shares by the Bidder

As at the date of this notice, Baltika issued to the Bidder 46,919,146 new
Baltika Shares as part of the completion of the increase of the share capital
and public offering of the shares of Baltika. Together with 1,586,845 Baltika
Shares already held by the Bidder that granted the Bidder 38,8982% of all votes
represented by the Baltika Shares at the general meeting of Baltika, the Bidder
holds as at the date of this notice, following the completion of the issue of
new Baltika Shares, 48,505,991 Baltika Shares that grant the Bidder
approximately 89.69% of all votes represented by the Baltika Shares at the
general meeting of Baltika. 

In the course of the increase of the share capital and public offering of the
shares of Baltika, the Bidder acquired Baltika Shares for the purchase price of
EUR 0.10 (in words: ten cents) per share. Within six months prior to the date
of this notice the Bidder has not acquired any other Baltika Shares. 

Baltika Shares which the Bidder holds are held on a nominee account of ING
Luxembourg SA (a public limited company (Société anonyme) established under the
laws of the Grand Duchy of Luxembourg, registration number in the Luxembourg
Trade and Company Register B 6041, having its registered address at 26, Place
de la Gare, L-1616, the Grand Duchy of Luxembourg, the Grand Duchy of 
Luxembourg) opened with Swedbank, named "ING Luxembourg S.A. AIF Account". The
Shares of Baltika which the Bidder intends to acquire under the Offer shall
also be acquired to the relevant nominee account. 

4.    Shares being the object of the Offer

Following the completion of the increase of the share capital and public
offering of the shares of Baltika, Baltika has issued a total of 54,079,490
registered common shares, each with a nominal value of EUR 0.10 (in words: ten
cents) per share (the "Baltika Shares"). All existing Baltika Shares (including
Baltika Shares issued as part of the increase of the share capital and public
offering of the shares of Baltika) are freely transferable. The existing
Baltika Shares are listed, and Baltika Shares issued as part of the increase of
the share capital and public offering of the shares of Baltika will be listed,
in the Baltic Main List of the Nasdaq Tallinn ("Nasdaq Tallinn"). 

The Offer will be made in respect of all Baltika Shares not held by the Bidder.

Each Baltika Share grants the shareholder one vote at the general meeting.

5.    Approval by the Estonian Financial Supervision Authority and publication
of the Offer documents 

In accordance with the laws of the Republic of Estonia, the Bidder will submit
the Prospectus and a notice of the Offer as separate documents to EFSA for
approval. 

According to the Estonian Securities Market Act, EFSA shall decide on the
approval of the separate notice of the Offer and Prospectus within 15 calendar
days as of the receipt of the respective application of the Bidder. The notice
of the Offer and Prospectus shall be published after their approval by EFSA at
the date specified by EFSA. The terms and conditions of the Offer (including
the price of the shares being the object of the Offer) and its acceptance will
be set out in the Prospectus and the notice of the Offer to be published by the
Bidder. The Offer will be made only after the approval of the notice of the
Offer and Prospectus by EFSA. 

6.    Publication and places of distribution of the Offer documents

When approved by EFSA, the notice of the Offer and Prospectus will be published
in electronic form: 

·         on the web page of Nasdaq Tallinn (www.nasdaqbaltic.com); and

·         on the web page of the Estonian Financial Supervision Authority
(www.fi.ee). 

7.    Important information

This notice does not constitute, or form part of, any offer or invitation to
sell, or any solicitation of any offer to purchase any securities in any
jurisdiction. The Offer will be made in accordance with the laws of the
Republic of Estonia and will not be subject to any reviewing or approval by any
foreign regulatory authority. The Offer will not be made to persons whose
participation in the Offer requires that an additional offer document is
prepared, or registration effected or that any other measures are taken in
addition to those required under the laws of the Republic of Estonia. In the
event of any inconsistency between the contents of the Prospectus and any other
document or release, the provisions of the Prospectus in the Estonian language
shall prevail. 

This notice is not for release or distribution, directly or indirectly, in or
into the United States of America, Canada, Australia, Japan or any other
jurisdiction where to do so would be unlawful.  Persons receiving this document
or any other related documents (including custodians, nominees and trustees)
should observe these restrictions and must not send or distribute this document
in or into the relevant jurisdictions. 

Neither this document nor any other information supplied in connection with the
Offer should be considered as a recommendation by the Bidder or any other
person to any recipient of this document (including any other information
supplied in connection with the Offer) to sell any Baltika Shares. Each person
contemplating selling any shares should make its own independent investigation
of the financial condition and affairs of Baltika and its subsidiaries, and its
own appraisal of the Offer. 

Unless otherwise specified in this notice, all information contained in this
notice is presented as at the date of this notice.
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© 2019 GlobeNewswire
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