Contemplated changes in substantial shareholding

AKTSIASELTS TALLINNA VESI informs about the contemplated changes in the structure of shareholders with substantial shareholdings.

On 3 February 2021, the City of Tallinn and United Utilities (Tallinn) B.V. informed AKTSIASELTS TALLINNA VESI that the City of Tallinn, United Utilities (Tallinn) B.V., United Utilities PLC and Osaühing Utilitas are entering into a share sale and purchase agreement whereby United Utilities (Tallinn) B.V. sells in total 7,060,870 A-shares in AKTSIASELTS TALLINNA VESI to the City of Tallinn and Osaühing Utilitas in equal parts at a price of 14.20 euros per share (the “Transaction”). As a result of the Transaction, the City of Tallinn will hold 10,469,565 A-shares in AKTSIASELTS TALLINNA VESI and 1 B-share (representing [52.35%] of the share capital of AKTSIASELTS TALLINNA VESI) and Osaühing Utilitas will hold 530,435 A-shares in AKTSIASELTS TALLINNA VESI (representing [17.6%] of the share capital of AKTSIASELTS TALLINNA VESI).

The share sale and purchase agreement shall take effect in its entirety as of the approval of the Transaction by the Tallinn City Council. The completion of the Transaction is also subject to the receipt of the approval of the Estonian Competition Authority. The estimated completion of the Transaction shall take place in March 2021.

Following the receipt of the necessary approvals from the Financial Supervision Authority, the City of Tallinn and Osaühing Utilitas will jointly undertake a mandatory tender offer in respect of shares held by minority shareholders of AKTSIASELTS TALLINNA VESI. Terms of the tender offer shall be announced once approved by the Financial Supervision Authority.

According to the Management Board of AS Tallinna Vesi the conclusion of the share sale and purchase agreement does not have a material impact on the business activities nor the economic results of the Company as the Company will continue carrying out its usual business activites and the share sale and purchase agreement does not bring about the changes to the provision of its services.

The buyer Utilitas is the largest district heating company and producer of renewable energy in Estonia. The company manages 550km of district heating pipelines and supplies heat to 174 000 households in eight Estonian cities – Tallinn, Maardu, Keila, Rapla, Haapsalu, Kärdla, Jõgeva and Valga. In 2020 Utilitas produced 1,7 TWh of heat and 394 GWh of electricity. Utilitas’ consolidated sales revenue in 2020 was 127 million euros and the volume of assets was 386 million euros. The company is owned by the European Diversified Infrastructure Fund II (85%), the assets of which are managed by First Sentier Investors and the companies of OÜ Utilitas’ board members (15%).

As at the date of this release the buyer Tallinn City owns 6 939 130 shares of AS Tallinna Vesi and the buyer OÜ Utilitas does not own any AS Tallinna Vesi shares.

AS Tallinna Vesi will give additional information, when available.