The results of the voluntary takeover offer made by Eesti Energia AS in respect of the shares of Enefit Green AS
On 7 April 2025, a shareholder of Enefit Green AS, Eesti Energia AS (registry code: 10421629, “Offeror”), notified of making a voluntary takeover offer to acquire all shares of Enefit Green AS not in the ownership of the Offeror. Today, on 14 May 2025, the Offeror published the results of the voluntary takeover offer.
Below we publish the Offeror’s notice regarding the results of the voluntary takeover offer as it was originally made by the Offeror.
The results of the voluntary takeover offer made in respect of the shares of Enefit Green AS
Eesti Energia AS (“Offeror”) made a voluntary takeover offer to all the shareholders of Enefit Green AS (“Enefit Green”) for acquiring all the shares of Enefit Green (“Shares”) not yet in the ownership of the Offeror (“Offer”). The Offer was made based on the offer notice (“Offer Notice”) and the prospectus attached to it (“Prospectus”, together with the Offer Notice, “Offer Documents”).
The Estonian Financial Supervision and Resolution Authority approved the Offer on 7 April 2025 and the Offer Documents were published on 7 April 2025. The Offer commenced on 8 April 2025 at 10:00 and ended on 12 May 2025 at 16:00.
The purchase price offered by the Offeror within the Offer was EUR 3.40 per one Share (the “Purchase Price”).
As a response to the Offer the shareholders participating in the Offer decided to sell to the Offeror in total 52,940,905 Shares that corresponds to approximately 20% of all the Shares. The Offeror gives its acceptance to conclude the sales contracts with all the shareholders that participated in the Offer on terms provided in the Prospectus.
The payment of the Purchase Price to all the shareholders participating in the Offer and transfer of the Shares to the Offeror takes place on 16 May 2025 (the “Value Date”) in accordance with the procedure described in the Offer Documents. On the Value Date each shareholder participating in the Offer shall be paid the amount of the Purchase Price corresponding to the number of the Shares sold by that shareholder against the transfer of such Shares.
Before publishing the Offer Documents and as of the end of the last day of Offer the Offeror held in total 203,931,405 Shares that amounted to 77.17% of all Shares. As a result of the Offer, the Offeror acquires in total 52,940,905 Shares that amounts to approximately 20% of all Shares. After the Value Date, the Offeror, thus, owns in total 256,872,310 Shares that amounts to 97,2% of all Shares. Thus, the Offeror acquires as a result of the Bid a shareholding in Enefit Green due to which at least 9/10 of the voting share capital of Enefit Green is represented by Shares held by it and the Suspensive Condition described in clause 2.6 of the Prospectus has been realised and fulfilled.
Accordingly, the Offeror applies for the takeover of the remaining Shares in accordance with the provisions of 1821 of the Securities Market Act and Chapter 291 of the Commercial Code. To this end, the Offeror will prepare a takeover report explaining and justifying the conditions for the transfer of the shares held by the minority shareholders and the basis for determining the amount of compensation to be paid for the shares. Following the preparation of the takeover report and their auditor’s report, the Offeror will request Enefit Green to convene a meeting of the shareholders to decide on the takeover and the delisting of the Shares from Nasdaq Tallinn Stock Exchange. Prior to the shareholders’ meeting, the shareholders will be given at least one month’s access to the draft resolutions of the General Meeting, the annual reports of Enefit Green for the last three years, the takeover report, and the auditor’s report.
