AS Tallinna Vesi
Offering Circular AS Tallinna Vesi (incorporated with limited liability in the Republic of Estonia, commercial register number 10257326) International Offering of 5,454,546 Ordinary Shares (subject to an Over-allotment Option of up to an additional 545,454 Ordinary Shares) 5,454,546 ordinary A-shares of par value EEK10 each (the ‘‘Offer Shares’’) of AS Tallinna Vesi (the ‘‘Company’’), a public limited company organised under the laws of the Republic of Estonia (‘‘Estonia’’), are being offered by United Utilities (Tallinn) B.V., a limited liability company incorporated under the laws of the Netherlands, and the City of Tallinn (Tallinna linn) (together, the ‘‘Selling Shareholders’’) in an international offering (the ‘‘Offering’’). The Offering is comprised of an offering of (i) 4,254,546 Offer Shares to institutional investors outside the United States, including to institutional investors in Estonia (the ‘‘Institutional Offering’’), and (ii) 1,200,000 Offer Shares to the public in Estonia by way of a public offering in Estonia only (the ‘‘Estonian Public Offering’’), in each case in reliance on Regulation S (‘‘Regulation S’’) under the U.S. Securities Act of 1933 (the ‘‘Securities Act’’). The number of Offer Shares being offered in the Institutional Offering may be increased pursuant to exercise of the Over-allotment Option referred to below. The joint global co-ordinators and joint bookrunners of the Institutional Offering are CA IB Corporate Finance Beratungs Ges.m.b.H., AS Lo˜ hmus, Haavel & Viisemann and AS Hansapank (together, the ‘‘Joint Global Co-ordinators’’ or the ‘‘Managers’’). Carnegie Investment Bank AB is acting as co-lead manager of the Institutional Offering.
[Show full text]