Turismo
AS Tallink Grupp publishes the Listing Summary and FDR terms and conditions, submits the listing application and announces the Free FDR Conversion Period
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
AS Tallink Grupp (the “ Company ” or “ Tallink ”) announces that it has today completed several milestones in the contemplated process for the secondary listing (the “ Listing ”) of the Company's shares on the main list of Nasdaq Helsinki Ltd (“ Nasdaq Helsinki ”) in the form of Finnish share depositary receipts (the “ FDRs ”). The Company announces today the publication of the Listing Summary and the FDR terms and conditions relating to the Listing in English and in Finnish on its website at www.tallink.com/nasdaq-helsinki, the commencement of the Free FDR Conversion Period, as well as the submission of the listing application with Nasdaq Helsinki.
The Company also invites media to a press conference today, 19 November 2018, at 1:30 pm Finnish time, at the Helsinki Stock Exchange (Fabianinkatu 14, Helsinki).
Background to the Listing
As announced on 1 November 2018, the Company has concluded an issuer agreement with Nordea Bank Abp, who will act as an issuer agent for the FDRs on behalf of the Company (the “ FDR Issuer ”). The Company has engaged Nordea Bank Abp, through its Denmark branch, to provide liquidity provision services in relation to the commencement of the trading on Nasdaq Helsinki.
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.
Free FDR Conversion Period
Nordea Bank Abp has agreed not to charge the conversion fees from the Company's shareholders resulting from the conversion of their shares into FDRs, amounting to EUR 120, for a period commencing on or about 19 November 2018 at 12.00 noon Finnish time and ending on or about 29 November 2018 at 6.00 pm Finnish time (the “ Free FDR Conversion Period ”), provided that the Free FDR Conversion Period is not extended. One free conversion per securities account will be offered during the Free FDR Conversion Period. Shareholders' own service providers' fees will still apply.
More details about the Free FDR Conversion Period are announced in a separate stock exchange release on 19 November 2018.
Important Dates
Tallink in brief
Tallink is the leading European ferry operator in offering high quality mini-cruise and passenger transport services in the Northern Baltic Sea region as well as a leading provider of ro-ro cargo services on selected routes. The Company provides its services on various routes between Finland and Sweden, Estonia and Finland, Estonia and Sweden, as well as Latvia and Sweden under the brand names of “Tallink” and “Silja Line”. Tallink owns a total fleet of 14 vessels that include cruise ferries, high-speed ro-pax ferries and ro-ro cargo vessels. 11 core vessels consist of cruise ferries and ro-pax ferries. Additionally, Tallink operates two ro-ro cargo vessels and owns one vessel chartered out. Further, Tallink operates three hotels in Tallinn and one in Riga in leased premises. Tallink also operates 15 shops and one restaurant in Estonia.
Tallink's vision is to be the market pioneer in Europe by offering excellence in leisure and business travel and sea transportation services, and its key highlights are a well-established platform, strong service orientation, stable revenue profile with future opportunities, as well as dividend potential.
Listing application submitted
The Company has today submitted a listing application with Nasdaq Helsinki to list the FDRs on the official list of Nasdaq Helsinki. Trading in the FDRs is expected to commence on or about 3 December 2018.
Publication of the Listing Summary, the FDR terms and conditions and certain other information relating to the Listing
The Company announced on 16 November 2018 that it has received an exemption from the Finnish Financial Supervisory Authority (the “ FIN-FSA ”) from the obligation to publish a prospectus in connection with the contemplated secondary listing. As a condition for receiving the exemption from the obligation to publish a prospectus, the Company has prepared a listing summary (the " Listing Summary ") in Finnish and translated it into English.
Both language versions of the Listing Summary and the FDR terms and conditions are now available in electronic form on the Company's website at www.tallink.com/nasdaq-helsinki. The Listing Summary is also available in Finnish on OP Financial Group's website at www.op.fi/listautuminen. Printed copies of both language versions of the Listing Summary are available at the Company's headquarters at Sadama 5/7, 10111 Tallinn, Estonia, and printed copies of the Finnish language version are available at the service point of Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki, Finland.
The English-language Offering Memorandum relating to the initial public offering of the Company, dated 18 November 2005, and the Offering Memorandum relating to the Company's share issue, dated 8 August 2006, are available in electronic form on the Company's website www.tallink.com/nasdaq-helsinki. The financial information of the Company is available in English at www.tallink.com/reports and stock exchange releases of the Company are available in English on at www.tallink.com/stock-exchange-releases.
The Listing Summary contains the following unpublished information:
Liquidity provider arrangement
The Company has on 31 October 2018 entered into a market making agreement with Nordea Bank Abp acting via Nordea's Danish branch (the “ Market Maker ”), concerning certain market making activities to be provided by the Market Maker in respect of the FDRs. The purpose of the agreement is to promote the liquidity in the FDRs and reduce the difference between bid and ask prices in trading in the FDRs on Nasdaq Helsinki.
Pursuant to the agreement, the Market Maker has an obligation to quote bid and ask prices continuously, for its own account, regarding the FDRs for at least 85% of the time of ordinary trading hours of Nasdaq Helsinki. The maximum difference between the bid and ask prices referred to in the agreement is 4% of the bid. The minimum volume of FDRs subject to a bid or ask referred to in the agreement is a number of FDRs worth of at least EUR 4 000. The term of the agreement is fixed from the first day of the trading of the FDR's on Nasdaq Helsinki for a period of 6 months, after which the agreement continues to remain in force until further notice subject to mutual notice period of one (1) month.
Alternative performance measures and key figures
Tallink presents certain performance measures as key figures, which in accordance with the “Alternative Performance Measures” guidance by the European Securities and Markets Authority (ESMA) are not accounting measures of historical financial performance, financial position and cash flows, defined or specified in IFRS, but which are instead non-financial measures and alternative performance measures (“ APMs ”).
The non-financial measures and APMs provide the management, investors, securities analysts and other parties significant additional information related to Tallink's results of operations, financial position or cash flows and are often used by analysts, investors and other parties.
The non-financial measures and APMs should not be considered in isolation or as substitute to the measures under IFRS.
Calculation formulas of alternative performance measures
EBITDA : result from operating activities before net financial items, share of profit of equity-accounted investees, taxes, depreciation and amortization
EBIT : result from operating activities
Earnings per share : net profit / weighted average number of shares outstanding
Equity ratio : total equity / total assets
Shareholder's equity per share : shareholder's equity / number of shares outstanding
Gross margin : gross profit / net sales
EBITDA margin : EBITDA / net sales
EBIT margin : EBIT / net sales
Net profit margin : net profit / net sales
Capital expenditure : additions to property, plant and equipment + additions to intangible assets
ROA : earnings before net financial items, taxes / average total assets
ROE : net profit / average shareholders' equity
ROCE : earnings before net financial items, taxes / (total assets – current liabilities (average for the period))
Net debt : interest-bearing liabilities less cash and cash equivalents
Net debt to EBITDA : net debt / 12-months trailing EBITDA
Key figures
Reconciliations of certain alternative performance measures
Other information
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. Ellex Raidla Advokaadibüroo OÜ is acting as the legal advisor for the Company in Estonia and Roschier, Attorneys Ltd. is acting as the legal advisor to the Company in Finland.
Veiko Haavapuu
Financial Director
AS Tallink Grupp
Sadama 5/7
10111 Tallinn, Estonia
Tel. +372 640 9914
E-mail veiko.haavapuu@tallink.ee
DISCLAIMER
None of the information contained herein constitute an offer to sell, or the solicitation of an offer to buy or acquire, any shares, FDRs, rights or other securities of AS Tallink Grupp in any jurisdiction whatsoever, including but not limited to, Finland, Estonia, and other member states of the European Economic Area. The information contained herein has been furnished solely for the purpose of communicating about the potential listing of, and commencement of trading in, the Company's shares in the form of FDRs at the main list of Nasdaq Helsinki.
The information contained herein is not an offer for sale of securities in the United States. The shares, FDRs, rights or other securities of the Company referred to on this website have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder.
The information contained herein is not intended for, and must not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore, and do not constitute an offer to sell or the solicitation of an offer to buy or acquire, any shares, FDRs, rights or other securities of the Company in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore or any other country in which it would be contrary to the laws and regulations of that country.
None of the information contained herein constitute an offer of securities in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. This information is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this document relates will be only available to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This release includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this release. By their nature, forward looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Tallink cautions readers that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that its actual results of operations, including their financial condition and liquidity and the development of the industries in which it and the members of its group operate, may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this release.
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