Today, on 7 April 2025, a shareholder of Enefit Green AS, Eesti Energia AS (registry code: 10421629, "Offeror”), has notified of making a voluntary takeover bid to acquire all shares of Enefit Green AS not yet belonging to the Offeror with a price of EUR 3.40 per share. Below we publish the Offeror's notice regarding the voluntary takeover offer together with the prospect annexed to it without any amendments.
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NOTICE OF VOLUNTARY TAKEOVER BID TO ACQUIRE SHARES OF ENEFIT GREEN AS
- Takeover bid and Offeror
The aim of the Bid is to increase the shareholding of the Offeror in Enefit Green up to at least 90%. Following the successful Bid the Offeror intends to apply for takeover of the remaining shares according to § 1821 of the Estonian Securities Market Act and provisions of chapter 291. of the Estonian Commercial Code and intends to initiate the proceedings for terminating the listing of Enefit Green shares at the Baltic Main List of Nasdaq Tallinn Stock Exchange.
- Aim of the Bid and important related circumstances
Following a Successful Bid, the Offeror intends to launch a public offering of their bonds in Estonia ("Bond Offering”). The main purpose of the Bond Offering is to offer investors, who held the Enefit Green Shares and who decided to transfer the Shares to the Offeror in the Bid, the opportunity to continue investing in the Eesti Energia Group. The net proceeds of the Bond Offering will be used for general corporate purposes, which may or may not include, among other things, refinancing existing debt or financing capital expenditures. The precise purpose of the use of the funds is determined by the Management Board of the Offeror in the light of prevailing business conditions and strategic priorities, ensuring that the capital is used efficiently in a manner that supports the Offeror's business and its development.
The Bond Offering is scheduled to take place in the first half of 2025, following the settlement of the Bid. As part of the Bond Offering, the Offeror intends to offer between 100,000 and 500,000 bonds with a nominal value of 100 euros per bond. The proposed coupon rate of the bonds is 5% and the proposed maturity is 3 years. The Offeror intends to apply for the bonds of the Bond Offering to be listed and admitted to trading on the Baltic Bond List of the Nasdaq Tallinn Stock Exchange. In determining the allocation of the bonds as part of the Bond Offering, the Offeror intends to proceed from the following principles:
(i) the Offeror has the right to give preference to Estonian retail investors;
(ii) the Offeror has the right to give preference to the shareholders of Enefit Green who, according to the data registered in the Estonian Register of Securities, were the holders of the Enefit Green Shares as of the close of settlement day of the Nasdaq CSD SE Branch of Estonia on 28 March 2025.
The above description of the Bond Offering does not qualify as an offer of securities to the public under Estonian law, including Regulation (EU) 2017/1129 (Prospectus Regulation), and does not constitute a prospectus. The Offeror hereby sets out their intention to make the Bond Offering in order to provide Enefit Green's Shareholders with full information on the material facts relating to the Bid and to enable Enefit Green's Shareholders to make an informed choice in relation to the Bid. The Bond Offering will be made on the basis of a prospectus to be approved by the Estonian Financial Supervision and Resolution Authority. The Offeror has started the procedure for the approval of the prospectus, but there is no certainty that the Estonian Financial Supervision and Resolution Authority will approve the prospectus. The Offeror is under no obligation to make the Bond Offering and the Offeror may at any time withdraw or cancel the Bond Offering or amend the terms and conditions of the Bond Offering.
- Target Issuer
- Shares being the object of the Bid
- Shares belonging to the Offeror
- Number of Shares being acquired and purchase price
- Procedure for settlement
- Bid period
The Offeror shall publish the results of the Bid according to the applicable legislation after the end of the Bid period on or about 14 May 2025.
- Approval of the Estonian Financial Supervision and Resolution Authority
- Places of publication and distribution of Bid Documents:
- Nasdaq Tallinn Stock Exchange website (http://www.nasdaqbaltic.com/);
- Estonian Financial Supervision and Resolution Authority website (https://www.fi.ee/en);
- Enefit Green website (https://enefitgreen.ee/en/investorile/avaleht); ja
- Eesti Energia website (https://prospekt.enefit.com/en/).
- Nasdaq Tallinn Stock Exchange website (http://www.nasdaqbaltic.com);
- Enefit Green website (https://enefitgreen.ee/en/investorile/avaleht); ja
- Eesti Energia website (https://prospekt.enefit.com/en/).
Anyone wishing to obtain a hard copy of the Prospectus and the Notice of Bid should inform the Offeror vie e-mail at: investor@enefit.com, phone: +372 5594 3838 or mail at: Lelle 22, 11318, Tallinn, Estonia.
- Important Information
This Notice of Bid is not for release or distribution, directly or indirectly, in or into any jurisdiction where to do so would be unlawful or to persons or jurisdictions who are subject to financial sanctions imposed by competent authorities. 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 or any other related documents in or into the relevant jurisdictions or to relevant persons.
Neither this Notice of Bid nor any other information supplied in connection with the Bid should be considered as a recommendation by either Offeror or by any other person to any recipient of this Notice of Bid (including any other information supplied in connection with the Bid) to sell any Enefit Green Shares. Each person who contemplates selling any Shares should make its own independent investigation of the financial condition and affairs of Enefit Green and its subsidiaries, the Offerors plans after takeover of Enefit Green Shares in case of different scenarios and give its own appraisal to the Bid.
Unless otherwise specified in the Bid Documents, all information contained in this Notice of Bid is presented as of the Date of the Prospectus, i.e. as of 27 March 2025.
Annex - Bid Prospectus
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Further information:
Sven Kunsing
Head of Finance Communications
https://enefitgreen.ee/en/investorile/
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