Entry into force of the share sale agreement between OÜ Utilitas and the shareholders with substantial shareholding in AS Tallinna Vesi
AS Tallinna Vesi informed on 03/02/2021 (with correction made on 11/02/2021) that United Utilities (Tallinn) B.V. and the City of Tallinn along with OÜ Utilitas would be entering into a share sale agreement, whereby United Utilities (Tallinn) B.V. sells a total of 7,060,870 A-shares in AS Tallinna Vesi to the City of Tallinn and OÜ Utilitas in equal parts at a price of 14.20 euros per share. As a result of the transaction, the City of Tallinn will hold 10,469,565 A-shares and 1 B-share in AS Tallinna Vesi (representing 52.35% of the share capital of AS Tallinna Vesi), and OÜ Utilitas will hold 3,530,435 A-shares in AS Tallinna Vesi (representing 17.65% of the share capital of AS Tallinna Vesi). Tallinn City Council must approve the sale and purchase agreement to allow the transaction to be completed and the acquisition of shares from United Utilities (Tallinn) B.V. shall be completed after the issue of clearance by the Competition Authority.
At the session of 11/02/2021, Tallinn City Council approved the decision to acquire the shares in AS Tallinna Vesi, and thereafter the decision to undertake a mandatory tender offer in respect of shares held by the shareholders of AS Tallinna Vesi.
According to the resolution, the City of Tallinn along with OÜ Utilitas shall undertake, under the conditions provided by law, a mandatory tender offer to the shareholders of AS Tallinna Vesi in respect of the six million (6,000,000) A-shares in AS Tallinna Vesi, on the condition that 50% of the shares, serving as the subject matter of the tender offer, shall be acquired by the City of Tallinn and 50% by OÜ Utilitas. The final number of shares to be acquired through the tender offer shall be dependent upon how many shareholders decide to accept the tender offer. The tender offer shall be undertaken after the actual completion of acquisition of the shareholding from United Utilities (Tallinn) B.V. and the receipt of approvals from the Financial Supervision Authority required for carrying out a mandatory tender offer.
Considering the arrangements on the management of AS Tallinna Vesi going forward, the City of Tallinn and OÜ Utilitas have agreed that the Supervisory Board of the company will continue to have nine members. Under the agreement, after the completion of the transaction, the City of Tallinn will be entitled to nominate candidates for four members of the Supervisory Council (two of them by direct appointment) and OÜ Utilitas will be entitled to nominate candidates for three members of the Supervisory Council (two of them by direct appointment). Two members of the Supervisory Council shall continue to be elected from among independent candidates. The Chairman of the Supervisory Council shall be elected from among the members of the Supervisory Council appointed by OÜ Utilitas. The Deputy Chairman of the Supervisory Council shall be elected from among the members of the Supervisory Council appointed by the City of Tallinn. The Management Board of the Company shall have two to three members. OÜ Utilitas shall nominate candidates for at least two members of the Management Board, and the Chairman of the Management Board shall be elected from among the members of the Management Board appointed by OÜ Utilitas. The management of the company and the relations between the shareholders shall be regulated by the shareholders agreement among the City of Tallinn, OÜ Utilitas and AS Tallinna Vesi, and the investors shall be duly notified of the terms and conditions of such shareholders agreement.
Kristi Ojakäär
AS Tallinna Vesi
CFO
(+372) 62 62 262
