If the plan of investment company Novalpina to merge Olympic Entertainment Group (OEG) with its subsidiary Odyssey Europe AS is approved, the Tallinn Stock Exchange (TSE) sees no reason to not allow the delisting of OEG shares.
"The Listing and Surveillance Committee of the TSE based its previous decision concerning Olympic Entertainment Group AS — not to delist the company — on the protection of the interests of small investors, which means in the first place that investors must be informed well enough and information must be made public appropriately," Nasdaq Tallinn spokesperson Ott Raidla told BNS on Tuesday.
"One of the most important indicators of a publicly listed issuer is trading in its shares," he continued. "When a company is 100% owned by a single investor and no trading takes place, the company no longer has the attributes of a publicly listed company."
Consequently, if the request for the merger of OEG with Odyssey Europe is granted, which would also mean the takeover of the holdings of the remaining minority shareholders, the stock exchange should have no reason to refuse to delist the shares, Raidla added.
After a court had barred OEG from increasing its share capital in the interest of Novalpina Capital, which has bid for all shares in OEG, Novalpina filed an application for merging Olympic with their subsidiary, which would mean a buyout of minority holdings by means of a squeeze-out procedure.
The management board of OEG on Monday notified the TSE of the receipt of an application from its majority shareholder for the takeover of shares belonging to the minority shareholders in return for a monetary compensation of 1.40 euros, which is lower than the price of 1.90 euros previously offered to minority shareholders in the voluntary takeover offer.
OEG informed the TSE 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 Listing and Surveillance Committee of the TSE on 31 May rejected 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 was 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 TSE said at the time.
OEG said it would contest the TSE's decision.
Delisting is necessary in connection with the takeover of OEG by 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 available 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