Harju County Court has barred, by means of an interim order, listed casino group Olympic Entertainment Group (OEG) from carrying out a share capital increase as a result of which the investment company Novalpina Capital would likely obtain a holding of more than 90% in OEG via a subsidiary.
OEG informed the Tallinn Stock Exchange late last week that Harju County Court with a ruling dated 3 August, 2018 banned increasing the share capital of OEG on the basis of a decision adopted at a general meeting of shareholders on 29 June, 2018 and registration of share capital increases of OEG on the basis of decisions of the supervisory board.
According to the court, the injunction was decided on the basis of an action from AS Trigon Asset Management against OEG seeking to establish the nullity of the resolutions of the general meeting of shareholders or alternatively to revoke the resolutions.
The general meeting of OEG decided at the end of June to change the company's articles of association in order for the supervisory board to have the right to increase the share capital of the company in three years by up to €2.8 million against contributions by issuing up to seven million new ordinary shares of the company to the members of the management board or supervisory board or to any other directors or employees of the company or its direct or indirect subsidiaries.
The general meeting also gave the supervisory board the right to increase the share capital of the company by up to €10 million against contributions in kind by issuing up to 25 million new ordinary shares with the goal of acquiring the company, a business division or a participation in a business or other assets, in each case under exclusion of the pre-emptive right of the shareholders to subscribe to the new shares.
The Listing and Surveillance Committee of the Tallinn Stock Exchange on 31 May did not approve an application by OEG to delist its shares before the takeover of the shares. Considering the structure of shareholders of the company and the size of their total stake, as well as the planned transactions, the stock exchange is of the opinion that investors' interests can be considered sufficiently protected if investors are adequately informed and if they have the opportunity to turn to court for the protection of their rights, the stock exchange said at the time.
OEG said it would contest the decision of the stock exchange.
Delisting is necessary in connection with the takeover of OEG by the investment company Novalpina Capital, which intends to merge OEG with Odyssey Europe, a company established for the takeover of OEG.
Several minority shareholders, who consider the price of €1.90 per share offered for OEG shares to be too low, have said they are against the delisting and want to receive €2.30-2.50 per share. The minority shareholders have also previously promised to use all legitimate means to prevent the delisting.
OEG provides gaming services in six EU member states, including the Baltic countries of Estonia, Latvia and Lithuania, as well as Slovakia, Italy and Malta. The company was founded by Armin Karu and Jaan Korpusov in 1993. As of 31 December, 2017, OEG owned altogether 115 casinos and 27 betting points, including 24 casinos in Estonia, 53 in Latvia, 17 in Lithuania, six in Slovakia, 14 in Italy and one in Malta.
OEG employs a workforce of approximately 3,000 people.
Editor: Aili Vahtla