Acquiring of qualifying holding and changes to the shareholders agreement

12/13/2012 2:35 AM EST

Tallink Grupp
Major shareholder announcements

Acquiring of qualifying holding and changes to the shareholders agreement

Tallinn, 2012-12-13 08:35 CET (GLOBE NEWSWIRE) -- Acquiring of qualifying
holding and changes to the shareholders agreement 



AS Tallink Grupp (“Tallink”) hereby announces that Baltic Cruises Holding, L.P.
(“Baltic Cruises”) has acquired shares in Tallink from the following sellers: 

-       CITIGROUP VENTURE CAPITAL INTERNATIONAL JERSEY LIMITED (“CVCI”) -
49,231,000 shares, representing ca 7.31% of the outstanding shares of Tallink
for a price of EUR 54,154,100; 

-       CITIGROUP INTERNATIONAL FINANCE CORPORATION (“CIFC”) – 3,280,584
shares, representing ca 0.49% of the outstanding shares of Tallink, for a price
of EUR 3,608,642.40 EUR; 

-       AS Infortar (“Infortar”) – 23,300,000 shares, representing ca 4.20% of
the outstanding shares of Tallink, for a price of EUR 31,130,000; 

-       AMBER TRUST SCA (“Amber”) – 24,150,376 shares, representing ca 3.58% of
the outstanding shares of Tallink, for a price of EUR 26,565,413.60; 

-       Firebird Republics Fund Ltd (“Firebird”) – 1,000,000 shares,
representing ca 0.15% of the outstanding shares of Tallink, for a price of EUR
1,100,000. 

In aggregate Baltic Cruises has acquired 105,961,960 shares, representing ca
15.73% of the outstanding shares of Tallink, for a price of EUR 116,558,156.
The price for one share was EUR 1.10. 



After the aforementioned transactions, the shareholdings in Tallink are as
follows: 

-       Baltic Cruises - 105,961,960 shares, representing ca 15.73% of the
outstanding shares of Tallink; 

-       Infortar - 241,276,164 shares, representing ca 35.81% of the
outstanding shares of Tallink; 

-       Firebird – 7,122,614 shares, representing ca 1.06% of the outstanding
shares of Tallink; 

-       CIFC – 0 shares;

-       Amber Trust II SCA – 19 247 260 shares, representing ca 2.86% of the
outstanding shares of Tallink. 



Tallink also informs that Amber Trust II SCA („Amber 2“), CVCI, Baltic Cruises,
Infortar, Ain Hanschmidt, Kalev Järvelill, Keijo Erkki Mehtonen and Enn Pant
have on 6 December 2012 amended the shareholder agreement (“Agreement”)
concluded on 23 August 2006. Tallink hereby discloses the major terms of the
Agreement pursuant to the rules of Tallinn Stock Exchange: 

-       Instead of CVCI the party to the Agreement shall be Baltic Cruises who
assumes all the rights and obligations of CVCI; 

-       Parties to the Agreement have agreed that after 30 April 2013 each
party to the Agreement shall notify other parties to the Agreement of the
contemplated increases of the shareholding in Tallink in a manner enabling all
other Parties to participate in the proposed transaction on a pro-rata basis
with their respective holdings in Tallink or give them the possibility to
acquire shares from other persons on a pro-rata basis with their respective
holdings. The purpose of the provision is to maintain the parties´ proportion
of the holdings in Tallink. Until 30 April 2013 Baltic Cruises has the right to
increase its holding without notifying the other parties of the Agreement. 

-       Until 30 April 2013 the Parties to the Agreement, with the exception of
Baltic Cruises, have agreed not to acquire shares of Tallink. 

-       Notwithstanding the abovementioned, the Parties to the Agreement have
the right to acquire shares of Tallink up to 0,1% per annum of the share
capital of Tallink, without the obligation to notify other Parties or wait with
the acquisition until 30 April 2013. 

-       Parties to the Agreement have also agreed to jointly propose to the
next ordinary shareholders meeting of Tallink and vote in favour of changes to
the Articles of Association of Tallink whereby the following decisions
(“Qualified Decisions”) need approval of ¾ of the Supervisory Council : 

o    The adoption of the yearly budget of Tallink;

o    The approval of the investments to acquire, upgrade, improve, or extend
the life of long-term fixed assets exceeding the total amount of EUR 5,000,000
(five million) in one financial year or during the course of a whole single
project that have not been budgeted for the given period or that are outside of
the scope of ordinary course of business; 

o    Approving the borrowing or issuance of debt securities exceeding the
amount of EUR 5,000,000 (five million) not having been budgeted for the given
year; 

o    Approving mergers & acquisitions or creation of joint ventures with the
size of investment exceeding EUR 5,000,000 (five million); 

o    Approving the disposal of tangible assets of the Company with a market or
book value exceeding EUR 5,000,000 (five million); 

o    Approving transactions outside of the ordinary course of business of the
Company exceeding EUR 5,000,000 (five million) not having been budgeted for the
given year. 



In addition to the above, Amber 2, Baltic Cruises, Firebird and KJK Fund
SICAV-SIF („KJK“) have on 3 December 2012 concluded a commitment letter
(„Commitment“). Tallink hereby discloses the major terms of the Commitment
pursuant to the rules of Tallinn Stock Exchange: 

-       Until 30 April 2013 Firebird and KJK undertake not to acquire Tallink
shares without Baltic Cruises consent. 

-       Amber 2 and its affiliates undertake not to dispose of Tallink shares
if as a result of such disposal Amber 2 and its affiliates retain in their
ownership 50% or less of the Tallink shares the aforementioned persons owned on
5 September 2006 without Baltic Cruises consent. 

-       Firebird and KJK have undertaken to vote in favour, if a proposal is
made to the shareholders meeting of Tallink to change the Articles of
Association of Tallink whereby the Qualified Decisions need approval of ¾ of
the Supervisory Council. 


         Harri Hanschmidt
         Head of Investor Relations
         
         
         
         AS Tallink Grupp
         Sadama 5/7. 10111 Tallinn
         Tel +372 640 8981
         E-mail