Notice of intention to make a voluntary takeover bid to acquire the shares of Enefit Green AS

Eesti Energia AS (hereinafter referred to as Eesti Energia) announces its intention to make a voluntary takeover to all shareholders of Enefit Green AS (hereinafter referred to as Enefit Green) in order to bring Enefit Green back 100% into the structure of Eesti Energia and to shape Eesti Energia into an integrated energy group.

Eesti Energia plans to make the voluntary takeover bid under the following terms

  • Eesti Energia makes the bid with the price of 3.40 euros per one Enefit Green share.

    The price has been determined according to the average market price of Enefit Green share at Nasdaq Tallinn Stock Exchange during the past three months (2.68 euros per share) to which a premium of 0.72 euros per share (27%) is added, based on the average of similar transactions.

  • Eesti Energia treats all shareholders equally.

    The bid is made with respect to all shares of Enefit Green not yet belonging to Eesti Energia.

  • Eesti Energia plans to start the bid in April 2025.

    The bid is scheduled* to last for 35 days.

Indicative schedule of the bid*

8 April 2025 at 10.00 Start of bid period
12 May 2025 at 16.00 End of bid period
14 May 2025 Disclosure of bid results
16 May 2025 Settlement day of the bid

* Please note that this is only a preliminary schedule as the exact schedule of the bid is affected by numerous factors including the Estonian Financial Supervision and Resolution Authority’s (hereinafter referred to as EFSA) approval of the bid.

With additional questions, you can contact [email protected]

Eesti Energia AS plans to carry out a public offering of its bonds

Eesti Energia plans to offer the opportunity to invest in the group's bonds on the Baltic stock exchange. The bond offering is planned to take place after the completion of voluntary takeover bid of Enefit Green shares, according to the preliminary schedule, in the second half of May.

Would you like to stay informed about Eesti Energia's public offering of bonds on the Nasdaq Tallinn Stock Exchange's Baltic bond list?

Information contained on this website does not constitute, or form part of, any offer, invitation or solicitation by any party to sell or purchase any securities in any jurisdiction. Information contained on this website is a notice on the intention to make a bid and it does not constitute a bid notice or prospectus. The bid is made only if the EFSA approves the bid, and the bid is made only in accordance with the prospectus and the bid offer approved by the EFSA.

The reference to the intent to make a bond offer as described in this website does not constitute a public offer of securities under Estonian law including Regulation (EU) 2017/1129 (Prospectus Regulation) and it is not a prospectus. Bond offer shall only take place under a bond prospectus that must be approved by EFSA. Eesti Energia AS has initiated the proceedings to obtain EFSA’s approval to the bond prospectus, however, there is no certainty the EFSA shall approve it. Eesti Energia AS has no obligation to make the bond offer and may at any time withdraw from making the bond offer, cancel it or amend its conditions.

The bid shall be made in accordance with the laws of the Republic of Estonia and will not be subject to any review or approval by any foreign regulatory authority. The bid will not be made to persons whose participation in the bid requires an additional offer document to be prepared, a registration effected or that any other measures would be 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 in the Estonian language shall prevail.

Information contained on this website is not for release or distribution, directly or indirectly, in or into any jurisdiction where to do so would be unlawful or to persons or jurisdictions who are subject to financial sanctions imposed by competent authorities. Persons who have gained access to this website or any other related documents (including custodians, nominees and trustees) must observe these restrictions and must not send or distribute the information on this website in or into the relevant jurisdictions or to relevant persons.

Neither information on this website nor any other information supplied in connection with the bid should be considered as a recommendation by either Eesti Energia or by any other person visiting the website (including any other information supplied in connection with the bid) to sell any Enefit Green shares. Each person who contemplates selling any shares should make its own independent investigation of the financial condition and affairs of Enefit Green and its subsidiaries, and its own appraisal of the bid.

All information contained on this website is presented at the date of the official notice of intention to make a voluntary takeover bid and the information can change.