AS Olympic Entertainment Group

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  • #311982 Reply

    Nauris Treigys
    Keymaster

    OEG’s operating segments unaudited gaming revenues for the Q4 and 12 months of 2017
    Gaming revenues before gaming taxes by operating segments (in EUR millions)

    Q4 2017 Q4 2016 Change
    Estonia 11.8 10.4 13.6%
    Latvia 16.3 16.4 -1.0%
    Lithuania 6.8 6.6 3.6%
    Slovakia 3.6 3.4 7.9%
    Italy 7.7 7.8 -1.9%
    Malta 4.3 2.7 62.8%
    Total 50.5 47.2 6.9%

    12M 2017 12M 2016 Change
    Estonia 44.3 39.2 13.1%
    Latvia 62.7 60.6 3.5%
    Lithuania 26.1 24.0 8.6%
    Slovakia 15.5 14.7 5.8%
    Italy 30.0 26.6 13.0%
    Malta 14.1 11.0 28.1%
    Poland – 13.3 -100%
    Belarus – 0.2 -100%
    Total 192.7 189.5 1.7%

    #312772 Reply

    Nauris Treigys
    Keymaster

    On 19 February 2018 OEG established and registered the company Olybet Italia S.r.l. in Italy with share capital of EUR 10,000. OEG owns through a subsidiary 100% of the shares of Olybet Italia S.r.l.

    The aim of establishing the subsidiary is to develop the legal platform for the expansion of OEG group’s activities in the business of remote gambling.

    The establishment of this subsidiary has no direct influence on the economic activities of OEG Group. The members of the management and supervisory boards of OEG have no personal interest in the establishment of the subsidiary.

    #312902 Reply

    Nauris Treigys
    Keymaster

    Key developments of the Group during 2017:

    The financial results in the management report section of this report have been presented together with discontinued operations Poland and Belarus, whereas in the statement of comprehensive income the results of discontinued operations have been separated and presented in a single line. Please see page 13 for the income statements of continued and discontinued operations.
    The Group’s consolidated total revenue before gaming taxes for 2017 amounted to EUR 215.1 million, up 4.9% or EUR 10.0 million y‑o‑y.
    Total gaming revenue before gaming taxes accounted for 89.6% (192,7 m€) and other revenues for 10.4% (22.4 m€) of the Group’s consolidated total sales revenues for 2017. A year before the revenue split was 92.4% (189.5 m€) and 7.6% (15.7 m€), respectively.
    The Group’s consolidated EBITDA for 2017 amounted to EUR 47.3 million, a decline of 12.1% from EUR 53.8 million a year before. The Group’s consolidated operating profit decreased EUR 0.2 million (0.7%) to EUR 34.4 million. 2016 respective numbers included profit from the hotel real estate sales transaction in amount of EUR 17.8 million and impairment of goodwill and assets in Poland (Polish segment’s operating loss for 2016 was EUR 7.8 million).
    The Group’s consolidated net profit attributable to equity holders of the parent company for 2017 totalled EUR 30.0 million compared to EUR 29.3 million a year ago.
    In the current financial statements, Polish and Belarusian segments have been classified as discontinued operations, for which the net profit for 2017 amounted to EUR 0 million (in 2016 net loss of EUR 9.6 m).
    Group Polish subsidiary Casino Polonia-Wrocław sp. z o.o. that operated the flagship casino of OEG in Warsaw until September 2016 submitted to the court its bankruptcy petition on 2 January 2017.
    On 11 January 2017 Group established and registered the company Olybet Malta Limited in Malta with share capital of EUR 5,000. Group owns through a subsidiary 100% of the shares of Olybet Malta Limited. The aim of establishing the subsidiary is to develop the legal platform for the expansion of OEG group’s activities in the business of remote gambling.
    Group Polish subsidiaries Baina Investments sp. z o.o. and Silber Investments sp. z o.o. submitted to the court their bankruptcy petitions on 20 January 2017. These holding companies own shares in the OEG subsidiary Casino Polonia-Wrocław sp. z o.o.
    On 27 February 2017 Group announced that the Lithuanian subsidiary of OEG, UAB Orakulas will be demerged into two entities within the first half of this year. The aim of the demerger was to adjust the group structure by separating the technology platform of online operations and trading and risk management for sports betting services from the operational activities of the subsidiary. OEG would own 100% of the shares in both entities after the demerger. Demerger was completed on 16 May 2017.
    On 28 March 2017 Group initiated proceedings for delisting its shares from the main market of the Warsaw Stock Exchange. After receiving permission from the Polish Financial Supervision Authority the Group announced that its shares are delisted from Warsaw Stock Exchange as of 19 September 2017.
    The general meeting of shareholders held on 20 April 2017 decided to pay out dividends in amount of EUR 15,179,120.60 (EUR 0.1 per share), that were paid out to shareholders on 9 May 2017.
    On 9 May 2017 Group announced that Italian subsidiaries of OEG, casino operating companies Slottery S.r.l. and Jackpot Game S.r.l., have concluded a merger agreement. The merger was finalised on 28 June 2017 and during the course of the merger Jackpot Game S.r.l. was merged with Slottery S.r.l. The aim of the merger was the adjustment of the group’s structure.
    On 29 May 2017 OEG announced of the liquidation of its Belarusian subsidiary Olympic Casino Bel IP. The aim of the liquidation was the adjustment of the group’s structure.
    On 9 June 2017 the Group announced that its Lithuanian subsidiaries, Olympic Casino Group Baltija UAB and Orakulas UAB have concluded a merger agreement on 7 June 2017. The merger was completed on 31 August 2017 and during the course of the merger Orakulas UAB was merged with Olympic Casino Group Baltija UAB. The aim of the merger was the adjustment of the group’s structure.
    On 18 October and 13 November OEG filed an action with a court regarding the decisions of cancellation of a permit to organise gambling activities in two and five casinos respectively located in Riga.
    Due to the expiry of the term of office for the members of the Management Board on 31 December 2017, the Supervisory Board of Olympic Entertainment Group AS decided on 7 December to prolong the term of office for CEO until 31 December 2020 and COO until 31 December 2019.

    Attachments:
    Olympic_interim_Q4_2017_ENG.pdf

    #313399 Reply

    Nauris Treigys
    Keymaster

    Nasdaq Tallinn decided to add the observation status to the shares of Olympic Entertainment Group AS (OEG1T, ISIN code: EE3100084021) starting from today, March 19, 2018, based on the clause 3.5.4.6 of chapter Supervision of the rules and regulations (Supervision Rules).

    Observation status will be applied due to information given in stock exchange announcement (https://cns.omxgroup.com/cdsPublic/viewDisclosure.action?disclosureId=829052&messageId=1042423) made on March 19, 2018, where Odyssey Europe AS announced the decision to make an offer to acquire all shares of Olympic Entertainment Group AS.

    The purpose of applying observation status is to alert the market participants.

    #313712 Reply

    Nauris Treigys
    Keymaster

    Further to OEG’s announcements published on 18.10.2017 and 13.11.2017 that OEG filed an action with a court regarding the decisions of cancellation of a permit to organise gambling activities in respectively two and five casinos located in Riga, OEG announces that it has received the decision of the District Administrative Court in Riga regarding one of the casinos located in Riga (Marijas street 2). The court ruled in favour of Riga City Council. According to the Riga City Council decision the casino has to be closed in October 2022. OEG will appeal the decision to higher level court.

    #313855 Reply

    Nauris Treigys
    Keymaster

    NOT TO BE DISTRIBUTED IN OR INTO CANADA, AUSTRALIA OR JAPAN

    Notice of voluntary cash offer to acquire shares of OEG

    In accordance with the Rules of Takeover Bids (the “Rules”), Securities Market Act (“SMA”) and other laws of the Republic of Estonia, Odyssey Europe AS (the “Bidder”) is, based on this notice of offer (“Notice of Offer”) and prospectus (“Prospectus”, together with the Notice of Offer, the “Offer Documents”), offering to acquire shares of Olympic Entertainment Group AS (“OEG” or the “Target Issuer”) not held by the Bidder for the purchase price of 1.90 euros per share (the “Purchase Price”), representing a premium of 3.26% above the volume weighted average stock exchange price of the OEG Shares (as defined below) during the last six months before submission of the Prospectus to Estonian Financial Supervision Authority (the “EFSA”) on 19 March 2018 (the “Filing Date”), on the following terms and conditions (the “Offer”):

    1. Bidder/persons acting in concert with the Bidder/Agreement with anchor shareholders

    The bidder is Odyssey Europe AS, a public limited company incorporated pursuant to the laws of Estonia, with the registry code 14437516 and registered address Harju County, Tallinn, Kristiine district, Sõpruse pst 145, 13417.

    Odyssey Europe AS is part of Novalpina group of companies (the “Novalpina Group”), the ultimate parent of which is Novalpina Capital Partners I SCSp (“Novalpina”), a limited partnership (Société en commandite spéciale), established under the laws of the Grand Duchy of Luxembourg, with registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés du Luxembourg) under no. B 217.345. For the purposes of the contemplated Offer, persons acting in concert with the Bidder are the entities (incl. funds) controlled by Novalpina (the “Novalpina Group Companies”). Novalpina focuses on the investments in quality mid-market businesses across Europe.

    The two anchor shareholders of OEG holding approximately 64 % of OEG’s share capital have already agreed with the Bidder to accept the Offer. Following completion of the Offer, the Bidder intends to have the OEG Shares delisted from the Nasdaq Tallinn Stock Exchange.

    2. Target Issuer

    The target issuer is Olympic Entertainment Group AS, a company incorporated pursuant to the laws of Estonia, with the registry code 10592898 and registered address Harju County, Tallinn, Kesklinna district, Pronksi str 19, 10124.

    3. Shares of OEG held by the Bidder, Novalpina and Novalpina Group Companies

    As at the time the Intention of Offer was announced, i.e. in the morning of 19 March 2018, neither the Bidder nor any persons acting in concert with the Bidder held any shares in OEG. Thereafter, in the period 19 March through 23 March, the Bidder has purchased in total 3,620,085 Shares in OEG for a purchase price of EUR 1,90 for each share.

    4. Description of shares being the object of the Offer

    OEG has issued a total of 151,791,206 registered common shares, each without a nominal value (no-par value) (the “OEG Shares” or the “Shares of OEG”). All Shares of OEG are freely transferable. All Shares of OEG are listed in the Baltic Main List of the Nasdaq Tallinn Stock Exchange (“Nasdaq Tallinn”).

    The Offer is made in respect of all Shares of OEG not held by the Bidder.

    Each OEG Share grants the shareholder one vote at the General Meeting.

    5. Purchase price

    The Purchase Price is EUR 1.90 (in words: one Euro ninety cent) per share. The Purchase Price represents a premium of 3.26 % above the volume weighted average stock exchange price of the OEG Shares during the last six months before the Filing Date.

    6. Term of the Offer (Acceptance Period)

    The time period for accepting the Offer shall commence on 4 April 2018 and end on 2 May 2018 (including) (the “Acceptance Period”), subject to meeting the Closing Conditions.

    Shareholders wishing to accept the Offer must submit transaction instructions to their custodians by such deadline on 2 May 2018 as specified by the custodians which will enable the custodians to register the instructions in the Nasdaq CSD SE, the regional central securities depository in the Baltics (the “Depository”), by 17:00 (Estonian time) on 2 May 2018 at the latest.

    7. Closing Conditions

    The Offer and the agreements entered into with OEG shareholders as a result of their acceptance of the Offer will only be completed if the following independent conditions (the “Closing Conditions”) are met:

    1) (i) in the period from 4 April 2018 up until 13 June 2018 (i.e. maximum of 60 working days from 19 March 2018 when application was submitted to the Estonian Tax and Customs Board), the Bidder either (1) has received the approval for acquisition of qualifying holding of Olympic Casino Eesti AS, a subsidiary of OEG or (2) has not received the prohibiting precept for acquisition of qualifying holding of Olympic Casino Eesti AS, a subsidiary of OEG from the Estonian Tax and Customs Board pursuant to § 13 (2) of Gambling Act; and

    (ii) in the period from 4 April 2018 up until 18 June 2018 (i.e. a maximum of 62 working days from 20 March 2018 when the notice(s) was submitted to the Bank of Lithuania (the “Final Deadline”) the Bidder (including the Novalpina Group Companies, as required) has received the decision of the Bank of Lithuania not to oppose the proposed indirect acquisition of a qualifying holding of the capital and voting rights; ((i) and (ii) together the “Approval Conditions”); and

    (iii) by the Final Deadline, the notification(s) to the Bank of Lithuania about the intention to indirectly dispose of a qualifying holding of the capital and voting rights has been filed, as required by OÜ Hansa Assets and OÜ Hendaya Invest as sellers (the “Selling Shareholders”) of in total 97,123,800 OEG Shares under a sale and purchase agreement (the “SPA”) with the Bidder as buyer entered into on 19 March 2018 pursuant to § 4 of Lithuanian Law on Currency Exchange Operators and the Bidder has received a copy of such notification(s); and

    (iv) by the Final Deadline, the notification to the Bank of Lithuania about the decision to dispose of its qualifying holding of the capital and voting rights has been filed, as required by the appropriate Target Issuer group company pursuant to § 4 of Lithuanian Law on Currency Exchange Operators and the Bidder has received a copy of such notification; and

    (v) in the period ending thirty days prior to the expiry of the Acceptance Period, Olympic Casino Eesti AS has notified the Estonian Financial Intelligence Unit of the intended change of ultimate beneficial owners of Olympic Casino Eesti AS and the Bidder has received a copy of such notification;

    2) by the expiry of the Acceptance Period, the SPA has not been terminated (the “SPA Condition”); and

    3) since the date of the Offer:

    (i) no single or series of changes, events or effects have occurred that, individually or taken together with any other changes, events or effects have a material adverse effect on (x) the assets or financial condition of OEG and its group companies (the “OEG Group”) of more than EUR 25,000,000.00, or (y) the equity value of OEG Group of more than EUR 40,000,000.00;

    (ii) no single or series of changes, events or effects have occurred which – considered individually or together – lead to a single or recurring negative impact on OEG Group’s consolidated turnover of at least EUR 25,000,000.00 and/or consolidated EBITDA of, at least EUR 7,000,000.00 compared to the average annual consolidated turnover and consolidated EBITDA for the fiscal years 2016 and 2017, respectively as published in OEG’s consolidated annual report as of and for the twelve-month period ending on December 31, 2017;

    (iii) none of the following stock exchange indices OMX Tallinn, FTSE 100 or DAX have declined by 15% or more compared to their individual amounts (each as published on the website http://www.bloomberg.com) as of the closing of the respective market on the date preceding the date of this Offer;

    (iv) prior to the expiry of the Acceptance Period, OEG has duly invited to an extraordinary general meeting of OEG, to take place, however, after the completion of the Offer, concerning (x) the approval of the delisting of the OEG Shares from Nasdaq Tallinn and the issuance of the instruction to OEG’s management to submit the application for the delisting to Nasdaq Tallinn and (y) the appointment of new members of the OEG’s supervisory board;

    (v) none of the gambling licenses set forth in Annex 1 of the Prospectus issued to the entities of the OEG Group has been revoked or has been threatened (orally or in writing) to be revoked.

    The calculation of whether a single or series of changes, events or effects have occurred within the meaning of section 3.(i) or 3.(ii) above shall be carried out by the auditing firm Rödl & Richter GmbH Steuerberatungsgesellschaft Wirtschaftsprüfergesellschaft, Berlin, as an independent expert (“Independent Expert”). In determining whether such change, event or effect has occurred, the opinion of the Independent Expert shall be solely decisive. If (i) the Independent Expert confirms that such change, event or effect has occurred, (ii) the opinion of the Independent Expert has been received by the Bidder prior to the expiry of the Acceptance Period and (iii) the Bidder has published the receipt and the result of the opinion of the Independent Expert no later than 2 May 2018 on Nasdaq Tallinn, the Closing Conditions pursuant to section 3.(i) and/or 3.(ii) above shall be deemed not fulfilled. Otherwise, these Closing Conditions shall be deemed fulfilled.

    The Bidder retains the right to waive any of the Closing Conditions set forth under section 1 paras. (iii), (iv) and (v) as well as sections 2 and 3 above not later than 10 calendar days before the end of the Acceptance Period. The Bidder does not have the right to waive the Approval Conditions.

    8. Extending the Acceptance Period subject to Approval Conditions

    Provided the Approval Conditions are not met by the expiry of the Acceptance Period, the Acceptance Period is extended in regard to those shareholders of OEG who have not accepted the Offer during the Acceptance Period up until the Approval Conditions are met, however not further than 42 days as from the start of the Acceptance Period, i.e. until 16 May 2018 (including).

    The extension of the Acceptance Period, if any, including the new date on which the OEG Shares tendered are transferred to the Bidder against payment of the purchase price to the shareholders who have accepted the Offer (the “New Value Date”), will be announced by the Bidder on Nasdaq Tallinn web page.

    9. Procedure for acceptance of the Offer

    Each shareholder wishing to accept the Offer and sell its OEG Shares (the “Accepting Shareholder”) must contact the relevant custodian bank of its securities account who operates the Depository securities account on which the Shares of OEG belonging to such shareholder are held and submit to the custodian bank a transaction instruction for the sale of its OEG Shares in accordance with the terms set forth in the prospectus.

    Information on how to submit acceptances to the Offer to the Depository account operators can be obtained from LHV Pank in Estonia through e- mail: info@lhv.ee and through telephone: + 372 6800 400 from Monday to Friday 9 AM to 5 PM (Estonian time) during the Acceptance Period.

    10. Payment of the Purchase Price and transfer of OEG Shares

    Payment of the Purchase Price and transfer of the Shares of OEG shall be executed on 10 May 2018 (the “Value Date”). If the Approval Conditions are met after the expiry of the Acceptance Period, the New Value Date will be set at the latest on the 5th calendar day as from the publication of the Offer results, but on 26 June 2018 at the latest.

    The settlement of the payments of Purchase Price and transfer of OEG Shares will be executed as delivery-versus-payment transactions. On the Value Date, the Bidder will pay to each Accepting Shareholder the Purchase Price according to the number of OEG Shares sold by such shareholder against the transfer of such relevant OEG Shares.

    11. Agreements between the Bidder and the Selling Shareholders

    The Bidder and OÜ HansaAssets (registry code 10978402), holding 68,361,890 shares i.e. 45.0368% of total share capital of OEG, and OÜ Hendaya Invest (registry code 11255565), holding 28,761,910 shares i.e. 18.9483% of total share capital of OEG have entered into the SPA within the framework of the Offer. In the SPA, it has been agreed that the Selling Shareholders will accept the Offer and transfer, subject to the fulfilment of the Closing Conditions of the Offer, their shares to the Bidder on Value Date against the payment of the price of EUR 1.90 per share.

    Further details on the SPA are disclosed in the Prospectus.

    12. Future intentions of the Bidder

    Following completion of the Offer, the Bidder intends to have the OEG Shares delisted from the Nasdaq Tallinn. In such case, shareholders not accepting the Offer will no longer have liquid OEG Shares. The Bidder further intends the merger of OEG as transferring entity into the Bidder as assuming entity. The shareholders not accepting the Offer will be offered new shares in the Bidder. These shares will not be listed on Nasdaq Tallinn nor on any other stock exchange. Finally, provided the Bidder holds at least 90% of the OEG Shares, the Bidder intends to decide to take over the remaining OEG Shares in accordance with § 1821 of Securities Market Act. If the Bidder holds at least 90% of the OEG Shares following the completion of the Offer, the Bidder intends to first implement the takeover of the remaining OEG Shares and only subsequently merge OEG into the Bidder. If the 90% threshold is not met after completion of the Offer, the Bidder intends to first implement the merger and, if following the merger the Bidder holds at least 90% of the OEG Shares, intends to pursue the takeover of the remaining OEG Shares.

    13. Approval by Estonian Financial Supervision Authority

    The Prospectus and the Notice of the Offer were submitted to the EFSA for approval on 19 March 2018. The Offer Documents and the terms of the Offer have been approved by EFSA on 2 April 2018.

    14. Publication and places of distribution of the Offer Documents

    The Offer Documents will be published today, on 4 April 2018 in electronic form:

    on the web page of Nasdaq Tallinn (www.nasdaqbaltic.com)
    on the web page of Estonian Financial Supervision Authority (www.fi.ee)
    on the web page of the Bidder (http://odyssey-europe.eu)
    The Offer Documents will also be made available on paper at the head office of LHV Bank at Tartu mnt 2, 10145 Tallinn.

    15. Important Information

    The Offer is being made in accordance with the laws of the Republic of Estonia and will not be subject to any filing with, or approval by, any foreign regulatory authority. The Offer is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under the laws of the Republic of Estonia. In the event of any inconsistency between the contents of the Prospectus and any other document or release, the provisions of the Prospectus shall prevail.

    Neither this document nor any other information supplied in connection with the Offer should be considered as a recommendation by Odyssey Europe AS or any other person acting in concert with Odyssey Europe AS or any other person to any recipient of this document (including any other information supplied in connection with the Offer) to sell any shares of Olympic Entertainment Group AS. Each person contemplating selling any shares should make its own independent investigation of the financial condition and affairs of Olympic Entertainment Group AS and its subsidiaries, and its own appraisal of the merits of the Offer.

    The Offer is not being and will not be made, directly or indirectly, in or into Canada, Australia or Japan. The Offer is not and will not be capable of acceptance in or from Canada, Australia or Japan.

    Persons receiving this document or any other related documents (including custodians, nominees and trustees) should observe these restrictions and must not send or distribute this document in or into Canada, Australia or Japan. Doing so may render invalid any purported acceptance.

    Unless otherwise specified in this notice or the Prospectus, all information contained in this document is presented as at Filing Date.

    Attachments:
    Odyssey Prospectus ENG_final.pdf

    #313931 Reply

    Nauris Treigys
    Keymaster

    Announcement regarding meeting one of the Approval Conditions of voluntary cash offer to acquire shares of OEG
    Date 06.04 2018

    On 4 April 2018 Odyssey Europe AS (the “Bidder”) launched a voluntary cash offer to acquire shares of Olympic Entertainment Group AS (“OEG” or the “Target Issuer”) based on the terms and conditions of the notice of offer (“Notice of Offer”) and prospectus (“Prospectus”, together with the Notice of Offer the “Offer Documents”) as were approved by the Estonian Financial Supervision Authority (the “EFSA”) on 2 April 2018 and published on 4 April 2018 on Nasdaq Tallinn Stock Exchange (“Offer”).

    According to section 7. 1) of Notice of Offer and section 1.2 para. 1 of the Prospectus, the Offer and the sales agreements entered into with OEG shareholders as a result of their acceptance of the Offer will only be completed if specific independent conditions (the “Closing Conditions”) are met, including, among others, (i) the approval or decision not to oppose the acquisition of qualifying holding of Olympic Casino Eesti AS, a subsidiary of OEG from the Estonian Tax and Customs Board and (ii) the decision not to oppose the proposed indirect acquisition of a qualifying holding of the capital and voting rights in UAB Mecom Grupp, a 100% subsidiary of OEG, from Bank of Lithuania ((i) and (ii) together the “Approval Conditions”).

    According to section 1.2. of the Prospectus, the Bidder will publish notifications without undue delay on Nasdaq Tallinn Stock Exchange if: (1) all Closing Conditions are met; (2) Approval Conditions or any of them are/is met; (3) the Offer will not be completed due to not meeting one of the Closing Conditions.

    Hereby the Bidder announces that on 5 April 2018 the Estonian Tax and Customs Board issued a notice to the Bidder stating that it has conducted a background check on Odyssey Europe AS and as a result, has no objections to the change in the qualifying holding of Olympic Entertainment Group AS. Thus, the Approval Condition set forth under section 7.1 subpara. (i) of Notice of Offer and section 1.2 para. 1 subpara. (i) of the Prospectus has now been met.

    The Offer Documents are available in electronic form:

    on the web page of Nasdaq Tallinn (www.nasdaqbaltic.com)
    on the web page of Estonian Financial Supervision Authority (www.fi.ee)
    on the web page of the Bidder (http://odyssey-europe.eu)

    The Offer Documents are also available on paper at the head office of LHV Bank at Tartu mnt 2, 10145 Tallinn.

    #314046 Reply

    Nauris Treigys
    Keymaster

    On 09.04.2018, Novalpina Capital Partners I GP S.à r.l. informed Olympic Entertainment Group AS (“OEG“) that on 04.04.2018 the shareholding of Odyssey Europe AS in OEG increased above 5%. As of 04.04.2018 Odyssey Europe AS held 8,452,338 shares of OEG, representing 5.57% of all the votes represented by the shares of OEG. Novalpina Capital Partners I GP S.à r.l. is the ultimate parent of Odyssey Europe AS. On 04.04.2018, Odyssey Europe AS made a voluntary cash offer to acquire the shares of OEG.

    The issuer is required to notify the stock exchange of changes in substantial ownership as per § 186 of the Securities Market Act.

    #314131 Reply

    Nauris Treigys
    Keymaster

    Gaming revenues before gaming taxes by operating segments (in EUR millions)

    Q1 2018 Q1 2017 Change
    Estonia 11.9 10.3 15.5%
    Latvia 14.8 15.1 -2.1%
    Lithuania 5.7 6.7 -15.6%
    Slovakia 3.5 4.0 -13.2%
    Italy 8.1 7.8 3.6%
    Malta 3.2 3.1 5.5%
    Total 47.2 47.0 0.3%

    #314329 Reply

    Nauris Treigys
    Keymaster

    Announcement regarding meeting the Approval Conditions of voluntary cash offer to acquire shares of OEG

    Date: 23.04.2018

    On 4 April 2018 Odyssey Europe AS (the “Bidder”) launched a voluntary cash offer to acquire shares of Olympic Entertainment Group AS (“OEG” or the “Target Issuer”) based on the terms and conditions of the notice of offer (“Notice of Offer”) and prospectus (“Prospectus”, together with the Notice of Offer the “Offer Documents”) as were approved by the Estonian Financial Supervision Authority (the “EFSA”) on 2 April 2018 and published on 4 April 2018 on Nasdaq Tallinn Stock Exchange (“Offer”).

    According to section 7. 1) of Notice of Offer and section 1.2 para. 1 of the Prospectus, the Offer and the sales agreements entered into with OEG shareholders as a result of their acceptance of the Offer will only be completed if specific independent conditions (the “Closing Conditions”) are met, including, among others, (i) the approval or decision not to oppose the acquisition of qualifying holding of Olympic Casino Eesti AS, a subsidiary of OEG from the Estonian Tax and Customs Board and (ii) the decision not to oppose the proposed indirect acquisition of a qualifying holding of the capital and voting rights in UAB Mecom Grupp, a 100% subsidiary of OEG, from Bank of Lithuania ((i) and (ii) together the “Approval Conditions”).

    According to section 1.2. of the Prospectus, the Bidder will publish notifications without undue delay on Nasdaq Tallinn Stock Exchange if: (1) all Closing Conditions are met; (2) Approval Conditions or any of them are/is met; (3) the Offer will not be completed due to not meeting one of the Closing Conditions.

    Hereby the Bidder announces that on 23 April 2018 the Bank of Lithuania issued a notice to the Bidder stating that it does not oppose the proposed indirect acquisition of a qualifying holding of the capital and voting rights in UAB Mecom Grupp.

    The Bidder has previously announced the meeting of the Approval Condition set forth under section 7.1) subpara. (i) of Notice of Offer and section 1.2 para. 1 subpara. (i) of the Prospectus on 6 April 2018 (https://cns.omxgroup.com/cdsPublic/viewDisclosure.action?disclosureId=832798&messageId=1047129).

    Thus, both of the Approval Conditions set forth under section 7.1) subpara. (i) and (ii) of Notice of Offer and section 1.2 para. 1 subpara. (i) and (ii) of the Prospectus have now been met.

    The Offer Documents are available in electronic form:

    on the web page of Nasdaq Tallinn (www.nasdaqbaltic.com)
    on the web page of Estonian Financial Supervision Authority (www.fi.ee)
    on the web page of the Bidder (http://odyssey-europe.eu)

    The Offer Documents are also available on paper at the head office of LHV Bank at Tartu mnt 2, 10145 Tallinn.

    #314468 Reply

    Nauris Treigys
    Keymaster

    Today, on 15.05.2018 the management board of Olympic Entertainment Group AS (OEG) submitted the application for the immediate and unconditional termination of listing of OEG shares to the Nasdaq Tallinn Listing and Surveillance Committee.

    #314470 Reply

    Nauris Treigys
    Keymaster

    In the notice and prospectus for voluntary public takeover offer (the “Offer”) made for the acquisition of shares of Olympic Entertainment Group AS („OEG“), published on 04.04.2018, Odyssey Europe AS (the „Bidder“) has mentioned in the description of future plans, among others, the intention to conduct the merger of OEG as transferring entity into the Bidder as assuming entity.

    As of 02.05.2018, all the closing conditions of the Offer have been met. Therefore, the Bidder will acquire on the value date of the Offer, i.e. on 10.05.2018, the majority shareholding in OEG. Also, as of the date of this notice, the Bidder is a shareholder of OEG whose shareholding in OEG increased above 5% on 04.04.2018.

    The Bidder has made to OEG a proposal for the merger in accordance with the description provided in the prospectus and the notice of the Offer. OEG hereby announces that the Management Board of OEG starts work on preparing the merger, including preparing the general meeting of the shareholders of OEG which will decide on the merger. The terms of the contemplated merger have not yet been agreed upon and the Supervisory Board of OEG has not yet provided its consent for the contemplated merger. For the entry into force of the merger, inter alia, a relevant resolution of the general meeting of the shareholders of OEG is required.

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