Opinion of the Supervisory Board of Nordic Fibreboard AS on takeover offer
May 09 2024 - 1:51AM
UK Regulatory
Opinion of the Supervisory Board of Nordic Fibreboard AS on
takeover offer
The opinion of the supervisory board
(“Supervisory Board”) of Nordic Fibreboard AS
(“NFB”) has been issued on 9 May 2024, in
accordance with subsection 171 (2) of the Estonian Securities
Market Act (“SMA”) and Section 21 of Regulation
No. 71 of the Estonian Minister of Finance, dated 28 May 2002,
“The Rules of Takeover Offers” in connection with
the voluntary takeover offer made by NFB Pärnu Holdings OÜ
(“Offeror”) on 25 April 2024 for the acquisition
of all NFB shares not yet belonging to the Offeror or persons
related to it (“Offer”).
The members of the NFB Supervisory Board and
issuers of this opinion are Joakim Johan Helenius (chairman),
Torfinn Losvik, Rando Tomingas and Pentti Sakari Wallin.
- Contracts and other relationships between the Offeror
and members of the Supervisory Board and management board of
NFB
Chairman of the Supervisory Board Joakim Johan
Helenius is a management board member and sole shareholder
(directly and indirectly) of the Offeror.
NFB management board (“Management
Board”) and Supervisory Board members have not concluded
any contracts with the Offeror.
- The election of Management and Supervisory
Board members
Supervisory Board members have been elected
according to the articles of association of NFB. No NFB shareholder
has special rights to appoint Supervisory Board members or their
candidates.
The Management Board members have been elected
by the Supervisory Board according to the articles of association
of NFB.
The shareholders agreement of NFB shareholder
Pärnu Holdings OÜ contains an agreement according to which the
shareholders of Pärnu Holdings OÜ shall ensure that:
- as long as Torfinn Losvik is a shareholder of Pärnu Holdings OÜ
and party to the shareholders agreement, he is the sole member or
chairman of the Management Board of NFB and he will not be recalled
except when he is prohibited from staying on this position
according to the law or if he resigns himself; and
- as long as Joakim Johan Helenius is a shareholder of Pärnu
Holdings OÜ and party to the shareholders agreement, he is the
chairman of the Supervisory Board of NFB and he will not be
recalled except when he is prohibited from staying on this position
according to the law or if he resigns himself.
For clarity, as NFB is not a party of the above
referred shareholders agreement, the above provisions are not
binding to NFB and NFB is guided in its activities by its articles
of association and applicable laws.
For purposes of further clarification, as of the
date of this opinion, Pärnu Holdings, OÜ holds 18.7292% of the NFB
shares. Thus, Pärnu Holdings OÜ shareholders may not be able to
enforce the above referred provisions of the shareholders
agreement.
- Conflicts of interests of Supervisory Board
and Management Board members and measures of risk
management
No member of Supervisory or Management Board is
entitled to receive any benefits, the provision of which would
depend on the Offer or the results thereof, and which could cause a
conflict of interest for the members of the Supervisory or
Management Board in relation to the Offer.
Given that the chairman of the Management Board
and the ultimate beneficial owner of the Offeror coincide in the
person of Joakim Johan Helenius, irrespective of absence of any
benefits, a risk for conflict of interest exists in situations,
where the Supervisory Board need to adopt resolutions in relation
to the Offer. However, apart from the current opinion (that was
approved by the Supervisory Board unanimously), the Supervisory
Board has not adopted any resolutions in relation to the Offer and
does not foresee the need to adopt any in the future.
If a need for any resolutions relating to the
Offer should arise the Supervisory Board would analyse the possible
conflict of interest of Joakim Johan Helenius. In case of conflict
of interest, Joakim Johan Helenius would not participate in the
adoption of relevant Supervisory Board resolutions.
- Assessment on the impact of the
Offer
All Supervisory Board members are of the opinion
that the Offer has no negative impact on NFB, NFB interests or
employment relationships of NFB.
- Intention of the members of the Supervisory
Board and Management Board to accept the Offer
Chairman of the Supervisory Board owns directly
and indirectly 49.15% of votes represented by NFB shares. Given
that the purpose of the Offer is to enable Joakim Johan Helenius to
gain dominant influence over NFB, then Joakim Johan Helenius
himself does not partake of the Offer.
Supervisory Board member Torfinn Losvik owns
indirectly 10.35% of votes represented by NFB shares and hereby
announces his intention to participate in the Offer with at least
44,206 NFB shares belonging to him.
Supervisory Board member Rando Tomingas owns
indirectly 0.8171% of NFB shares and hereby announces his intention
to participate in the Offer with at least 26 762 belonging to
him.
Supervisory Board member Pentti Sakari Wallin
does not own NFB shares and can, thus, not accept the Offer.
Management Board members do not own NFB shares
and can, thus, not accept the Offer.
- Supervisory and Management Board member
contracts.
There are no contracts between NFB and
Supervisory and Management Board members which would provide for
the termination of the agreement or payment of compensation to the
members of the Supervisory or Management Board by NFB or a third
person in relation to the Offer or the results thereof.
Organisational issues
This Supervisory Board opinion is made available
free of charge in writing at NFB address Rääma tn 31, 80044, Pärnu,
Eesti, on business days from 9:00 to 17:00 and published via Nasdaq
Tallinn Stock Exchange (www.nasdaqbaltic.com) and NFB webpage
(https://group.nordicfibreboard.com/et/investor/).
For the purposes of acquainting one with the
Supervisory Board’s opinion at NFB address, we request to agree on
a suitable time beforehand via telephone (+372 5552 5550) or e-mail
(group@nordicfibreboard.com) at least one business day before the
requested time.
Enel Äkke
Member of Management Board
Nordic Fibreboard AS
group@nordicfibreboard.com
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