SFG Holding Oy Tasekirja 2015 Final Kã¤Ã¤Nnetty.Xlsx
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SUMMARY 16 November 2018 Aktsiaselts Tallink Grupp Listing of Finnish Depositary Receipts on Nasdaq Helsinki This summary document (the “Listing Summary”) has been prepared in connection with the secondary listing of AS Tallink Grupp, a public limited liability company incorporated under the laws of Estonia, in which AS Tallink Grupp’s shares are listed on the main list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) in the form of Finnish share depositary receipts (each a “Depositary Receipt” or “FDR”) (the “Listing”). AS Tallink Grupp’s shares are listed on the Baltic Main List of Nasdaq Tallinn AS (“Nasdaq Tallinn”) under the symbol TAL1T. The total number of AS Tallink Grupp’s shares is 669 882 040 and the closing price of the share was EUR 0.994 on 15 November 2018. In this Listing Summary, any reference to “Tallink”, the “Company” or the “Group” means Tallink together with its subsidiaries on a consolidated basis, except where it is clear from the context that the term means AS Tallink Grupp or a particular subsidiary or business segment only. The Supervisory Board of the Company resolved on 21 May 2018 to approve the secondary listing of the Company’s shares on the main list of Nasdaq Helsinki and to authorize the Management Board of the Company to commence the preparations of the secondary listing. On the basis of such authorization, the Management Board of the Company resolved on 1 November 2018 to approve the Listing as well as to submit a listing application to Nasdaq Helsinki for the secondary listing of Tallink’s shares on the main list of Nasdaq Helsinki in the form of FDRs. On 16 November 2018, the Management Board of the Company approved this Listing Summary. Following the Listing, the Company’s shares will continue to be listed also on Nasdaq Tallinn. The Company does not offer or issue any new shares in connection with the Listing. The main purpose of the Listing is to further improve the Company’s visibility and to make the Company’s shares more widely accessible to investors, as well as to increase trading volumes and facilitate more efficient price formation of the Company’s shares. The Company is expected to submit an application to Nasdaq Helsinki on or about 19 November 2018 for the FDRs to be listed on the main list of Nasdaq Helsinki with the trading code TALLINK. The application relates to all the FDRs corresponding Tallink shares issued as at the date of this Listing Summary. Trading in the FDRs on the main list of Nasdaq Helsinki is expected to commence on or about 3 December 2018. OP Corporate Bank plc is acting as the Finnish financial advisor and Swedbank AS as the Estonian financial advisor to the Company in connection with the Listing and issuance of FDRs. Tallink has appointed Nordea Bank Abp as the issuer of the FDRs (“Nordea” or the “FDR Issuer”). The FDRs are issued in the Finnish book-entry system. One FDR entitles its holder to one share of the Company, and it may be converted into one share of the Company according to the FDR terms and conditions. A number of the Company’s shares corresponding to the number of the outstanding FDRs are held in custody by the sub-custodian bank appointed by the FDR Issuer in Estonia in the name of the FDR Issuer and for the account of the FDR holders. As at the date of this Listing Summary, the sub-custodian bank of the FDR Issuer in Estonia is Swedbank AS. An FDR is a form of right that has been issued as a book-entry in accordance with Chapter 5 of the Finnish Act on Book-Entry System and Settlement (348/2017, as amended) and registered into the Finnish book-entry system. An FDR is a security as defined in Chapter 2, Section 1, subsection 1 of the Finnish Securities Markets Act (746/2012, as amended) (the “Finnish Securities Markets Act”). In this document all the references to the issuer are references to the Company, except where it is clear from the context that the term means Nordea as the FDR Issuer. The Company has on 31 October 2018 entered into a market making agreement with Nordea Bank Abp’s Danish branch (the “Market Maker”) concerning certain market making activities to be provided by the Market Maker in respect of the FDRs. No offering of FDRs or other securities of the Company is made on the basis of this Listing Summary in connection with the Listing in any jurisdiction. Ahead of the Listing, the Management Board of the Company resolved on 1 November 2018 to reward certain employees in Tallink Silja Oy and Tallink Silja AB (the “Target Employees”) with an FDR bonus in Finland and Sweden (the “Employee Offering”). The Company has received FDR bonus acceptance forms from in total of 271 Target Employees. As a result, the Company will allocate in total up to 203 250 FDRs to the Target Employees pursuant to the Employee Offering. These bonus FDRs will also be listed on Nasdaq Helsinki as a part of the Listing. The Company has also agreed with Nasdaq Helsinki on the possibility to provide a one-off tranche of FDRs from treasury worth of approximately EUR 300 000 following the commencement of trading in the FDRs (the “Liquidity Tranche”). The possible offering of the Liquidity Tranche will be carried out in accordance with the applicable exemption from preparing the prospectus, and it is not carried out on the basis of this Listing Summary. The FDR Issuer has agreed on not to charge the conversion fees from the Company’s shareholders amounting EUR 120, resulting from the conversion of their shares into FDRs, for a certain period of time (the “Free FDR Conversion Period”). During the Free FDR Conversion Period, one free conversion event is offered per book-entry account. However, the fees of the account service providers of Tallink shareholders will be charged from the Tallink shareholders. The Free Conversion Period commences on or about 19 November 2018 at 12.00 noon Finnish time and ends on or about 29 November 2018 at 6.00 pm Finnish time, provided that the Free FDR Conversion Period is not extended. Further details will be specified in a stock exchange release. This Listing Summary is not an offer to sell or solicitation to purchase FDRs or other securities of Tallink in any country. The FDRs or other securities of Tallink have not been nor will they be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States, and as such, and they cannot be offered or sold directly or indirectly in the United States (as defined in Regulation S of the U.S. Securities Act), unless they have been registered under the U.S. Securities Act or pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws of the United States. The distribution of this Listing Summary may be restricted by law in certain jurisdictions. This Listing Summary may not be sent to any jurisdiction in which it would not be permissible. Neither OP Corporate Bank plc nor Swedbank AS accept any legal responsibility whatsoever for the Listing Summary or the FDRs. For certain risk factors related to Tallink or the FDRs, see “Section D - Risks” of this Listing Summary. OP Corporate Bank plc Swedbank AS Finnish Financial Advisor to AS Tallink Grupp Estonian Financial Advisor to AS Tallink Grupp Regulation applicable to the Listing Summary. This Listing Summary has been prepared in accordance with the Finnish Securities Markets Act, European Commission Regulation (EC) No 809/2004 (as amended) (the “Prospectus Regulation”) implementing Directive 2003/71/EC of the European Parliament and of the Council concerning information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (the “Prospectus Directive”), European Commission Delegated Regulation (EU) No 486/2012 (as amended) amending Regulation (EC) No 809/2004 as regards the format and the content of the prospectuses, the base prospectuses, the summary and the final terms and as regards disclosure requirements (the “Commission Regulation 486/2012”), Decree 1019/2012 of the Ministry of Finance on the Prospectus Referred to in Chapter 3-5 of the Finnish Securities Markets Act, and the regulations and guidelines issued by the FIN- FSA. Exemption from preparing a prospectus. This Listing Summary is not a prospectus. The Company has received an exemption from the Finnish Financial Supervisory Authority (the “FIN-FSA”) from the obligation to publish a prospectus in connection with the Listing, pursuant to Chapter 4, Section 5, subsection 2 of the Finnish Securities Markets Act. The FIN-FSA has not approved the Listing Summary and is not liable for the correctness of the information presented therein. The journal number of the FIN-FSA’s exemption decision is FIVA 60/02.05.04/2018. The Company has prepared this Listing Summary and is legally responsible for its contents according to and within the limitations of the Finnish Securities Markets Act. Availability of the Listing Summary and other Company materials; no incorporation by reference. This Listing Summary has been prepared in Finnish and translated into English. In case of any discrepancies, the Finnish language version is decisive. Both language versions of this Listing Summary are expected to be available in electronic form on the Company’s website at www.tallink.com/nasdaq-helsinki, and in Finnish on OP Financial Group’s website at www.op.fi/listautuminen, on or about 19 November 2018.