AS Kalev concluded an option contract 18.09.2008 giving AS Kalev the right to acquire 100% of the shares of AS Uniprint by 5 April 2009. With the option contract, the parties restructured the contract of purchase and sale of the shares of AS Uniprint concluded between the parties on 20 February 2007. Under this contract of purchase and sale of shares, AS Kalev would similarly have acquired the shares of AS Uniprint by 5 April 2009, having previously paid the corresponding instalments by the terms set forth in the contract of purchase and sale. With the entry into force of the options contract, the contract of purchase and sale of the shares of AS Uniprint concluded on 20 February 2007, as well as the AS Uniprint shareholders' contract concluded between the same parties, lapsed on the parties' agreement. The price of the acquired shares was not changed in connection with the conclusion of the options contract. AS Kalev has the right to acquire from the sellers, within the established term, all shares held by the sellers for a purchase price of 54.8 million kroons (3.5 million euros), of which AS Kalev paid 4 million kroons (0.26 million euros) in February last year. The contractual option fee is 0.7% of the unpaid purchase price per calendar month. As a guarantee to the fulfilment of the terms and conditions of the option contract, AS Kalev will transfer to the sellers' securities accounts the previously acquired 160 shares of AS Uniprint. Upon acquisition of the shares which form the object of the option contract, the shares will be returned to the securities account of AS Kalev free of charge. AS Kalev's representative will hold a position on the Supervisory Board of AS Uniprint for the term of the option. (See also AS Kalev's press release of 22.01.2007, “Conclusion of a share acquisition contract” and the press release of 21.02.2007, “Agreement on the acquisition of the shares of AS Uniprint”). Allan Viirma Head of Legal Service AS Kalev 688 6616
Option contract concluded
| Quelle: Luterma