Voluntary Takeover Offer Of Clevon Investors AS To Shareholders Of Clevon AS For The Takeover Of Clevon AS Shares

Introduction

Clevon Investors AS, registry code 16686123, registered address Reinu tee 48,
Viljandi, Viljandi county 71020, e-mail address [e-mail]
(hereinafter the Issuer) is hereby making the current shareholders of Clevon
AS, registry code 16472103 (hereinafter Clevon), a voluntary takeover offer in
order to take over their shares with the objective of concentrating at least
90% + 1 of all Clevon shares in the hands of the Issuer. 

If the voluntary takeover offer is successful, i.e., provided that the Issuer
acquires a minimum of 90% + 1 of all shares of Clevon, and further provided
that the Issuer succeeds in finding an investor who will finance the mandatory
takeover of Clevon shares, the Issuer intends to merge Clevon with itself, in
the course whereof the shares of Clevon held by the shareholders who did not
participate in the voluntary takeover offer, will be taken over for fair
compensation. The exact schedule and conditions for the execution of the merger
depend on the results of the Offer and the finding of an investor. 

The purpose of the Issuer's takeover of Clevon shares is to submit a request to
Nasdaq Tallinn AS to discontinue trading in Clevon shares in the multilateral
trading system First North (hereinafter First North) managed by Nasdaq Tallinn
AS. 

The Issuer was established by Clevon's shareholders for the specific purpose of
termination of trading in Clevon's shares on First North. As of the submission
of the Offer, the Issuer holds 88.06% of all Clevon shares. 



The need for making the Offer

Clevon is a rapidly developing start-up company that is in constant need of
additional capital for the development of its main product, i.e., the unmanned
vehicle CLEVON 1 and the technology contained therein, as well as for the
marketing of the vehicle. 

By reason of world events (war in Ukraine, energy crisis, etc.), a situation
has arisen in the financial markets, where successful public raising of
additional capital by Clevon today and in any subsequent rounds of fundraising
has become extremely difficult. Therefore, Clevon is now looking for potential
investors outside of First North. Potential investors would be venture capital
investors, potential customers of Clevon and other start-up companies in
synergy with whom it would be possible to develop the CLEVON 1 vehicle further. 

Communication with potential investors has revealed that in order to raise
capital for further development from them, Clevon has to leave First North. The
key reasoning for leaving First North as a prerequisite for any investment is
that investment policies of potential investors include certain restrictions
that do not allow them to invest in public companies. Furthermore, the
information disclosure requirements associated with being listed on First
North, the impossibility of granting preferential rights to larger investors
(e.g., the right to appoint members of the management or the right of veto) and
the dependence of the company's value on the price formed in the course of
trading on First North could also create obstacles to raising capital. 

The financial resources previously raised by Clevon are about to run out, and
in order to continue its business, Clevon urgently needs additional capital.
This capital is not publicly available in sufficient amounts. If Clevon fails
to raise the required capital, there is a considerable risk that it would be
impossible to further develop the business model of Clevon. The company is also
likely to face payment difficulties, and insolvency cannot be ruled out either.
In this respect, it is essential to point out that Clevon's business model
still can be developed and it certainly has the potential to succeed, but as
seeing that it is a business model which requires considerable resources, its
further development is in constant need of additional funding. If this funding
is found, there are no other apparent obstacles to the further development of
Clevon's business model. Therefore, the above described risk of facing payment
difficulties can be managed by raising additional capital. In this respect, the
success of this Offer is in turn important for attaining such purpose. 



Legal basis of the Offer

The Offer is an offer to the public within the meaning of Article 2(d) of
Regulation (EU) 2017/1129 of the European Parliament and of the Council
(hereinafter the Prospectus Regulation). 

On the basis of the provisions of Article 3(2)(b) of the Prospectus Regulation
and § 15(1) of the Securities Market Act (hereinafter VPTS), no prospectus will
be published in respect of the Offer, seeing that the total volume of the
Issuer's Offer does not exceed 5,000,000 euros per all the Contracting States
in total calculated in a one-year period. 

The information document of the Offer (appended to this stock exchange
announcement) has been prepared in accordance with the provisions of § 15(6) of
VPTS and the Regulation No. 7 of the Minister of Finance of 21/02/2022
"Requirements for the information document for the offer of securities". The
information document does not constitute a prospectus within the meaning of the
Prospectus Regulation or VPTS. 



Content of the Offer

The Issuer's voluntary takeover offer is intended for those existing Clevon
shareholders who wish to continue as shareholders of Clevon via the Issuer
(hereinafter the Offer). 

As part of the Offer, the Issuer proposes to Clevon's shareholders to exchange
their Clevon shares for the Issuer's shares with the exchange ratio of 1:1,
which in economic terms will take place by making a non-monetary contribution
in the form of Clevon shares into the Issuer's share capital via AS LHV Pank. 

The maximum total volume of the Offer is 5,000,000 euros.

Within the Offer, the Issuer will make it possible to exchange a total of up to
3,544,427 Clevon shares, against which the Issuer will issue the shareholders
subscribing to the Offer up to 3,544,427 of its own shares. The price of the
Issuer's shares to be issued is determined as of the settlement date of the
Offer (which is presumably also the date of making the non-monetary
contribution) based on the ordinary value of Clevon shares. 

The Offer will be executed on the terms and conditions set out in the Offer,
which are described in more detail in the Offer information document appended
to this stock exchange announcement. 

The Offer is realised only in the Republic of Estonia and the Offer will not be
available in any other jurisdiction. 

In contrast to Clevon's stock exchange announcement published on 16/01/2023,
the Issuer is not currently making an offer for the voluntary sale of Clevon's
shares, because the Issuer's aim is not to take on additional debt obligations
in this complicated economic situation, but to channel available funds into
Clevon's business. 



Offer Period

The Offer period begins on 31 March 2023 at 10:00 a.m. and ends on 21 April
2023 at 4:00 p.m. The shareholders of Clevon may submit transaction orders to
participate in the Offer until 21 April 2023 3:00 p.m. 

The Issuer has the right to extend or shorten the Offer period on the terms and
conditions set out in the information document of the Offer. 

The indicative schedule of the Offer is as follows:

Start of the offer period:           March 31, 2023 at 10:00 a.m.
----------------------------------------------------------------------------
                                      
----------------------------------------------------------------------------
Deadline for sending the instruction:      April 21, 2023 at 3:00 p.m. 
----------------------------------------------------------------------------
                                      
----------------------------------------------------------------------------
End of the offer period:            April 21, 2023 at 4:00 p.m. 
----------------------------------------------------------------------------
                                      
----------------------------------------------------------------------------
Determination and disclosure of Offer results: April 24, 2023       
----------------------------------------------------------------------------
                                      
----------------------------------------------------------------------------
Offer settlement:                April 25, 2023       
----------------------------------------------------------------------------



Steps required to accept the Offer

In economic terms, by participating in the Offer, Clevon shareholders commit to
transfer their Clevon shares to the Issuer in the form of a free-of-payment
delivery of securities, and to make a non-monetary contribution into the
Issuer's share capital. The Issuer commits to transfer the Issuer's shares
against the Clevon shares on the business day following the Offer period. The
non-monetary contribution into the Issuer's capital in the form of Clevon
shares, and the transfer of the Issuer's shares to the shareholders of Clevon
in exchange for the Clevon shares will be intermediated by AS LHV Pank. 

In order to transfer Clevon shares to AS LHV Pank, the shareholders of Clevon
have to submit a transaction order to their securities account manager (e.g.,
LHV Pank, SEB Bank, Swedbank or another bank or other person entitled to
provide investment services) for the transfer of their Clevon shares on the
terms and conditions set out in the Offer information document. By placing the
transaction order, the current shareholder of Clevon confirms their acceptance
of the terms and conditions of the Offer as set out in the Offer information
document. 

A current shareholder of Clevon may amend or cancel their transaction order
under the Offer in accordance with the procedure set out in the Offer
information document. 



Conditionality of the Offer

The Issuer has the right to cancel the Offer. The Issuer may do this, inter
alia, if the Offer is undersubscribed, i.e., if as a result of the Offer the
Issuer fails to acquire at least 90% + 1 of Clevon's shares. 

The Issuer has the right to extend or shorten the Offer period.

If the Offer is oversubscribed, the Issuer will decide at its discretion on the
distribution of the Issuer's shares among the Clevon shareholders who have
accepted the Offer on or near the end date of the Offer period. 

In the case of distribution, all investors will be treated equally under the
same circumstances. 



Law applicable to the Offer

The Offer and its information document will be governed by the law of the
Republic of Estonia. Any disputes arising from and related to the Offer and its
information document shall be settled at the Harju County Court, being the
court of first instance. 



Disclosure of Offer information

This voluntary takeover offer and the Offer information document will be
published in the information system of Nasdaq Tallinn AS in the form of a stock
exchange announcement and on the website (https://clevon.com/). 

The Issuer has provided the following contact information for any additional
information about the Offer: 

Arno Kütt

Clevon Investors AS chairman of the management board

[e-mail]

Attachment:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=1131027