Issue of shares to AS KC Grupp
Posted on 31.05.2007
According to the resolution, the share capital of OEG is increased by EEK 2,000,000 (two million) (EUR 127,823). As result of the increase of the share capital, the new amount of share capital of OEG will amount to EEK 1,510,000,000 (one billion five hundred ten million) (EUR 96,506,589).
In the course of increasing the share capital, 200,000 (two hundred thousand) ordinary shares of OEG with nominal value of 10 EEK (EUR 0.64) per share will be issued and the pre-emptive subscription right will be granted to AS KC Grupp. The pre-emptive right of shareholders of OEG to subscribe new shares was excluded by the decision of the annual general meeting of shareholders of OEG that took place 25 April 2007. The reasons for excluding the pre-emptive right of shareholders are described in the notice of convening the annual general meeting of shareholders (exchange news dated 3 April 2007) and in the announcement publicizing the resolutions of the general meeting of shareholders (exchange news dated 25 April 2007).
The pre-emptive right of AS KC Grupp for subscribing new shares is valid until 1 June 2007. New shares shall be paid for with monetary contribution. The new shares shall be paid for to the OEG's bank account on 1 June 2007 the latest. The transfer of the monetary contribution is deemed to be subscription of the shares.
The shares are being issued without an issue premium. The Listing and Surveillance Committee of Tallinn Stock Exchange has on 30 May 2007 granted its approval to the OEG’s application for exemption in order to issue the shares with the price not corresponding to the market value.
Upon undersubscription by AS KC Grupp, the subscription is deemed to be unsuccessful in accordance with the Commercial Code, and all rights of subscribers associated with the subscription will terminate, and the increase of share capital will not occur.
The reason for increase of the share capital and emission of the shares on aforementioned terms is to enable OEG to fulfill the terms of purchase agreement of shares concluded with AS KC Grupp on 1 March 2007, with its object being 100% shares of AS Kristiine Kasiino and the sole share of OÜ Casinova, and the terms of the appendix No. 11 of the aforementioned agreement, concluded on 9 April 2007.
Detailed information concerning the terms of the transaction for acquiring the 100% shares of AS Kristiine Kasiino and the sole share of OÜ Casinova was publicized in OEG’s exchange news from March 1, 2007. The number of shares to be issued to AS KC Grupp has changed compared to the information announced in respect of the transaction for acquiring the 100% shares of AS Kristiine Kasiino and the sole share of OÜ Casinova. The reason for doubling the number of shares is the conduct of bonus issue decided by the OEG general meeting held on 25 April 2007.
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