7 June 2018: Pricing and allocation of the Initial Public Offering of AS Tallinna Sadam
The initial public offering of the shares of AS Tallinna Sadam, the offering period for which commenced on 25 May 2018, has been successfully priced today. The offering consisted of an offer of 86,704,968 ordinary shares of the company, including 75,404,968 new ordinary shares and 11,300,000 existing ordinary shares (the „Offering“). The current sole shareholder, the Republic of Estonia (acting through the Ministry of Economic Affairs and Communications) has approved a final price of EUR 1.70 per share, in the top quartile of the EUR 1.40 – 1.80 price range. All offer shares will be distributed to investors on the basis of allocations now confirmed, implying the total gross proceeds of the Offering to be EUR 147.4 million. In total 102 institutional investors from 22 countries and 13,723 Estonian retail investors participated in the Offering. The Offering was oversubscribed by more than three times at issue price of the Offering. Further details of the results of the Offering are included in the Pricing Statement appended to this announcement.
Estonian institutional demand comprised approximately 29% of the total institutional demand, of which the majority was generated by Estonian pension funds. Total Baltic institutional demand comprised 34% of the total institutional demand, with the rest of demand coming from institutions in the Nordics 27%, UK 21%, the rest of Europe 8%, U.S. 8% and others 1%.
Estonian retail demand comprised 23% of the total demand. The aggregate allocation to retail investors is 18,404,968 shares, representing approximately 21% of the total number of the offer shares.
All retail investors are allocated 100% of their subscribed amount up to 1,000 shares. For subscriptions of up to 3,000 shares, the allocation for retail investors for the part exceeding 1,000 shares is 51.34% The supervisory board, management board and employees of AS Tallinna Sadam group companies are allocated 100% of their subscribed amount up to 2 000 shares and for subscriptions of up to 3,000 shares, the allocation for the part exceeding 2,000 shares is 51.34%. Above 3,000 shares, all retail investors are allocated 4.5% of subscribed shares.
51% of retail investors subscribed for up to 1,000 shares and 78% of all retail investors subscribed for up to 3,000 shares.
Shares allocated in the Offering will be eligible for any dividends paid on the Shares for the financial period starting on 1 January 2018, and for any subsequent financial period.
Shares allocated to investors will be transferred to the securities accounts of investors on or about 12 June 2018. Trading in the shares of AS Tallinna Sadam on Nasdaq Tallinn Stock Exchange Baltic Main List is expected to commence on 13 June 2018.
AS Tallinna Sadam
Chairman of the Management Board / CEO
AS Tallinna Sadam
Head of Investor Relations
This announcement is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State of the European Economic Area which has implemented the directive, the “Prospectus Directive“) and/or the Estonian Securities Market Act (the “SMA”).
These materials shall not constitute or form part of any offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities of the Company (“Shares”) in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. In the European Economic Area, with respect to any Member State, other than Estonia, that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for the Shares in the United States. The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act“), and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The issuer of the Shares has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States. Any Shares sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A, or another available exemption from the registration requirements of the Securities Act.
This communication is for distribution only to, and is directed solely at persons who: (i) are outside the United Kingdom; (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order“); or (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order; (all such persons together being referred to as “relevant persons“). This communication is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
In any member state of the European Economic Area, other than the Republic of Estonia, the Shares are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor. For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (“MIFID II“); (ii) a customer within the meaning of Directive 2002/92/EC, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MIFID II; or (iii) not a qualified investor as defined in the Prospectus Directive.
In relation to the Offering, Citigroup and Carnegie Investment Bank AB are acting as joint global coordinators and joint bookrunners (the “Joint Global Coordinators“). Erste Group Bank AG and Swedbank AS are acting as joint bookrunners (the “Joint Bookrunners”). AS LHV Pank is acting as Joint Lead Manager (together with the Joint Global Coordinators and the Joint Bookrunners, the “Underwriters“).
The Underwriters are acting exclusively for the Company and no one else in connection with the Offering. None of the Underwriters will regard any other person (whether or not a recipient of this announcement) as a client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for the giving of advice in relation to the Offering or any transaction, matter, or arrangement referred to in this announcement.
In connection with the Offering, the Underwriters and any of their respective affiliates, acting as investors for their own accounts, may subscribe for and/or acquire Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in this announcement to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue, offer, subscription, acquisition, dealing or placing by, the Underwriters and any of their affiliates acting as investors for their own accounts. In addition, the Underwriters (or any of their respective affiliates) may enter into financing arrangements (including swaps) with investors in connection with which such Underwriters (or any of their respective affiliates) may from time to time acquire, hold or dispose of Shares. None of the Underwriters intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The Underwriters and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company and its current sole shareholder, the Republic of Estonia (the “Government Shareholder”), for which they would have received customary fees. The Underwriters and any of their respective affiliates may provide such services to the Company, the Government Shareholder and any of their respective affiliates in the future.
In connection with the offer or sale of the Shares, Swedbank AS (the “Stabilising Agent”) acting on behalf of Citigroup (the “Stabilising Manager”), may effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail for a period of 30 days following the commencement of trading. Any stabilisation action (which may or may not occur) will be conducted by the Stabilising Agent in accordance with all applicable laws and rules and may cease at any time.
None of the Underwriters or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever, or makes any representation or warranty, express or implied, for the contents of this announcement, including its truth, accuracy, completeness, verification or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, the Government Shareholder and their affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. All information presented or contained in this announcement is subject to verification, correction, completion and change without notice. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies.
This announcement does not constitute a recommendation concerning the Offering. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks, which are set out in the Prospectus.
Certain statements contained in this announcement, including any information as to the Company’s strategy, plans or future financial or operating performance constitute “forward-looking statements”. These forward-looking statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “anticipates”, “projects”, “expects”, “intends”, “aims”, “plans”, “predicts”, “may”, “will”, “seeks” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts.
By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.
The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.