Nasdaq Tallinn: NOTICE OF INTENTION TO MAKE A TAKEOVER OFFER TO ACQUIRE THE SHARES OF AKTSIASELTS TALLINNA VESI

Tallinn, Estonia, 2021-04-01 07:00 CEST --


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 a takeover offer to acquire the shares of
AKTSIASELTS TALLINNA VESI 

City of Tallinn and Osaühing Utilitas (jointly as "Offerors", separately either
as "City of Tallinn" or "Utilitas" respectively) hereby announce that they have
gained dominant influence over AKTSIASELTS TALLINNA VESI ("ASTV" or "Target
Company") and, accordingly, are required to make a takeover offer ("Offer") to
acquire all shares of ASTV A-shares not held by the Offerors. 

The Offerors have on 31.03.2021 acquired a joint dominant influence over ASTV.
Under the share purchase agreement entered into on 03.02.2021, the City of
Tallinn acquired 3,530,435 ASTV A-shares from the Dutch company United
Utilities (Tallinn) B.V. (which together with the ASTV A-shares owned by the
City of Tallinn before that date represent approximately 52.35% of all ASTV
A-shares) and Utilitas acquired 3,530,435 ASTV A-shares (representing
approximately 17.65% of all ASTV A-shares) from the same seller under the same
agreement. In addition, on the date of this notice, the City of Tallinn owns
ASTV's only B-share. Considering the referenced share purchase agreement of
ASTV shares and the agreements stipulated in the shareholders' agreement
concluded between the Offerors (which entered into force upon closing of the
transaction on 31.03.2021), incl. the agreements regarding corporate governance
of ASTV, election and appointment of members of the Supervisory Council and the
Management Board, the Offerors have on 31.03.2021 gained a joint dominant
influence over ASTV. On the date of this notice, the Offerors own in total
14,000,000 ASTV A-shares, representing 70% of all ASTV A-shares and ASTV's only
B-share (the B-share is not an object of the Offer and the Offerors have agreed
that the B-share will be cancelled). 

Accordingly, the Offerors have gained a joint dominant influence over ASTV
starting from 31.03.2021 and in accordance with Article 166(1) of the
Securities Market Act ("SMA") the Offerors are required to make within 20 days
from gaining of the dominant influence a takeover offer in respect of all ASTV
shares not held by the Offerors. 

The terms and conditions of the Offer (including the offer price of the shares
being the object of the Offer) and its acceptance will be set out in the
prospectus ("Prospectus") and in the notice of the Offer to be published by the
Offerors. The Offerors will submit the Prospectus and the 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 the notice of the Offer will be published on the date specified
by EFSA on the addresses listed below in section 6. 

  1. Offerors and persons acting in concert with the Offerors

1.1 City of Tallinn


City of Tallinn is a local government unit operating as a legal person in
public law under the Local Government Organisation Act, the Statutes of the
City of Tallinn enacted on the basis thereof and other applicable legal acts.
In making the Offer, the City of Tallinn acts via the Tallinn City Office
(registry code of the state register of state and local government agencies
75014920, address Vabaduse väljak 7, 15199 Tallinn, Republic of Estonia). 

More information about the City of Tallinn will be published in the Prospectus.
On the date of this notice, the City of Tallinn owns approximately 52.35%
shareholding in ASTV. 

          1.2 Utilitas

Utilitas, registry code 12205523, address Punane st. 36, 13619, Lasnamäe
district, Tallinn, Harju county, Republic of Estonia, is an Estonian energy
group whose main activity is production of heat and electricity and provision
of district heating services. Utilitas is the largest Estonian producer of
renewable energy. Utilitas offers solutions suitable for customers and the
environment all over Estonia. 

On the date of this notice, the Utilitas group comprises district heating
service providers AS Utilitas Tallinn (registry code 10811060) and AS Utilitas
Eesti (registry code 10419088), and OÜ Utilitas Tallinna Elektrijaam (registry
code 10938397), producing electricity and heat in Tallinn. Utilitas owns 100%
of shares in these group companies. All companies operate in and are registered
in Estonia. On the date of this notice, Utilitas owns approximately 17.65%
shareholding in ASTV, 20% shareholding in the Lithuanian company UAB Telšiu
vejo energija (Lithuanian registry code 304986013) and 50% shareholding in OÜ
TCK Wind (registry code 16171123). 

More information about Utilitas will be published in the Prospectus.


          1.3 Persons acting in concert with the Offerors

In connection with the Offer, the Offerors act in concert with each other
pursuant to the shareholders' agreement concluded between them and ASTV and the
share purchase agreement for ASTV A-shares concluded by the Offerors (as
buyers). Neither Offeror has, other than the other Offeror, any other persons
acting in concert with them upon making the Offer within the meaning of Article
168(1) of the SMA. 

  1. Target Company


The target company is AKTSIASELTS TALLINNA VESI, registry code 10257326, having
its registered address at Ädala st. 10, 10614 Põhja-Tallinna district, Tallinn,
Harju county, the Republic of Estonia. 

  1. Holding and acquisition of ASTV shares by the Offerors


On the date of this notice, the City of Tallinn owns 10,469,565 ASTV A-shares,
representing approximately 52.35% of all ASTV A-shares. In addition, on the
date of this notice, the City of Tallinn owns ASTV's only B-share, which grants
its owner a preferential right to receive dividend payments in the amount of
EUR 600 and one vote (as limited voting right) at the general meeting of
shareholders upon adopting resolutions set out in the articles of association
of ASTV. The B-share is not an object of the Offer and the shareholders of ASTV
have adopted a resolution for the acquisition of the B-share by ASTV as an own
share. The Offerors have agreed that the B-share will be cancelled. More
detailed information about the B-share and the rights, decisions and intentions
concerning the B-share will be provided in the Prospectus that will be
published. 

On the date of this notice, Utilitas owns 3,530,435 ASTV A-shares representing
approximately 17.65% of all ASTV A-shares. 

On the date of this notice, the Offerors own in total 14,000,000 ASTV A-shares,
representing 70% of all ASTV A-shares and ASTV's only B-share. 

During the six months preceding the date of this notice (01.10.2020 -
31.03.2021) the Offerors have acquired ASTV shares only under the share
purchase transaction between the Offerors, United Utilities (Tallinn) B.V. and
United Utilities PLC that was completed on 31.03.2021, whereby each Offeror
acquired 3,530,435 A-shares for a price of EUR 14.20 per share. 

The Offerors intend to acquire shares that will be sold on the basis of the
Offer in equal amounts (each Offeror intends to acquire 50% of the shares to be
sold by the shareholders of ASTV who have accepted the Offer). In case the
total number of shares to be sold to the Offerors on the basis of the Offer is
an odd amount, Utilitas intends to acquire the one additional share. 

  1. Shares being the object of the Offer


On the date of this notice, the total share capital of ASTV is EUR 12,000,060,
which comprises 20,000,000 A-shares, each with a nominal value of EUR 0.60
(sixty cents), and 1 B-share with a nominal value of EUR 60 (sixty). ASTV
A-shares are freely transferable. ASTV A-shares are listed in the Baltic Main
List of Nasdaq Tallinn stock exchange (with a ticker TVEAT) and registered in
the Estonian Securities Register with ISIN code EE3100026436. 

The Offer will be made for the purchase of all ASTV A-shares not held by the
Offerors, which represent 30% of all ASTV A-shares, on terms and conditions set
out in the Prospectus. The object of the Offer is 6,000,000 ASTV A-shares with
a nominal value of EUR 0.60 (sixty cents) per share. 

Each ASTV A-share grants the shareholder the right to participate in the
general meeting of ASTV shareholders and in the distribution of profits and,
upon dissolution, of the remaining assets of ASTV, as well as other rights
provided by law or stipulated by the articles of association of ASTV. Each ASTV
A-share grants the shareholder one vote at the general meeting of shareholders
of ASTV. 

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


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

According to the SMA, EFSA shall decide on the approval of the Prospectus and
the separate notice of the Offer within 15 calendar days as of the receipt of
the respective application of the Offerors. The notice of the Offer and
Prospectus shall be published after their approval by EFSA on the date
specified by EFSA. The terms and conditions of the Offer (including the
purchase 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 Offerors. The Offer will be made only after the approval of the notice
of the Offer and the Prospectus by EFSA. 

  1. P

ublication and places of distribution of the Offer documents


When approved by EFSA, the notice of the Offer and the 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

);


and made available on hard copy at the addresses published in the Prospectus.

  1. Important information


This notice does not constitute, or form part of, any offer, invitation or
solicitation to sell or 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 review or approval by any foreign regulatory
authority. The Offer will not be made to persons whose participation in the
Offer requires an additional offer document to be prepared, a registration
effected or that any other measures would be 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)
must 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 either Offeror or by any
other person to any recipient of this document (including any other information
supplied in connection with the Offer) to sell any ASTV A-shares. Each person
who contemplates selling any shares should make its own independent
investigation of the financial condition and affairs of ASTV 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.