- Takeover offer and Offeror
NFB Pärnu Holdings OÜ (company registered in
The purpose of the Offer is to gain dominant influence over NFB by the Offeror. The Offeror does not intend to apply for takeover of the remaining shares either according to § 1821 of the SMA or provisions of chapter 291 of the Estonian Commercial Code. Furthermore, as of the Date of the Prospectus (as defined in the Prospectus) the Offeror does not intend to terminate the trading with the shares of NFB at the Baltic Secondary List of
The Offer relates to all Shares of NFB that are not held by the Offeror, the 100% (direct and indirect) owner of the Offeror
The Offeror makes the Offer to all shareholders of NFB except for the Offeror itself,
Target Company
The Target company of the Offer is
- Shares being the object of the Offer
The object of the Offer are registered ordinary shares ”NORDIC FIBREBOARD AKTSIA“, ISIN code: EE3100092503 and total number of securities 4,499,061 shares (“Shares”). All Shares are freely transferrable and admitted to trading at the Baltic Secondary List of
- Shares belonging to the Offeror
The Offeror owns 1,750,135 NFB Shares that amounts to 38.9% of all NFB Shares. In addition, the beneficial owner and holder of 100% shareholding (directly 50% and indirectly 50%) of the Offeror,
- Number of Shares being acquired and purchase price
In the context of the Offer, the Offeror wishes to acquire, and the Offer is made to acquire in total 2,287,606 Shares. Thus, all Shares not belonging to the Offeror or persons related to it are the object of the Offer. Such Shares amount to 50.85% of all the Shares. The Offer is made at a price of
- Procedure for settlement
Shares sold by the Selling Shareholders (as defined in the Prospectus) to the Offeror during the Offer shall be transferred from each Selling Shareholder to the Offeror simultaneously with the transferal of the purchase price equivalent to the amount of sold Shares to the bank account of the Selling Shareholder on
- Offer period
The deadline of the Offer is
- Approval of the
Estonian Financial Supervision and Resolution Authority
The Offer Documents were submitted to the
- Places of publication and distribution of Offer Documents
The Prospectus is electronically published at:
Nasdaq Tallinn Stock Exchange website (www.nasdaqbaltic.com/);Financial Supervision and Resolution Authority website (www.fi.ee); and- NFB website (https://group.nordicfibreboard.com/et/investor/).
The Notice of Offer is electronically published at:
Nasdaq Tallinn Stock Exchange website (www.nasdaqbaltic.com/); and- NFB website (https://group.nordicfibreboard.com/et/investor/).
The Notice of Offer is published at Estonian newspaper Õhtuleht on
Anyone wishing to obtain the hard copy of the Prospectus and Notice of Offer should inform the Offeror vie e-mail at legal@trigoncapital.com, phone: +372 667 9200, or mail: Pärnu
- Important information
The Offer is being made in accordance with the laws of the
This Notice of Offer 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 in or into the relevant jurisdictions or to relevant persons.
Neither this Notice of Offer nor any other information supplied in connection with the Offer should be considered as a recommendation by either Offeror or by any other person to any recipient of this Notice of Offer (including any other information supplied in connection with the Offer) to sell any NFB Shares. Each person who contemplates selling any Shares should make its own independent investigation of the financial condition and affairs of NFB and its subsidiaries, the Offerors plans after takeover of NFB Shares in case of different scenarios and give its own appraisal to the Offer.
Unless otherwise specified in the Offer Documents, all information contained in this Notice of Offer is presented as of the Date of the Prospectus, i.e. as of
Annex – Offer Prospectus
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