Infortar's ITF

AKTSIASELTS INFORTAR (“Infortar”) announced on 20 November 2023 its intention to commence with the process of organising an initial public offering (the “Offering”) and listing of its ordinary shares (the “Shares”) on the Baltic Main List of the Nasdaq Tallinn Stock Exchange (the “Tallinn Stock Exchange”).

With the Offering, Infortar aims to provide investors an opportunity to invest in one of the biggest investment holding companies in the Baltics[1] whose portfolio is comprised of companies active in energy, shipping, real estate, and other fields.  

Under the Offering, Infortar intends to offer newly issued Shares.

As a result of the Offering Infortar aims to widen its investor base and by listing create liquidity for the Shares. Infortar hopes that the Offering increases the reputation of Inforar and its subsidiaries (“Group”) amongst existing and potential clients and cooperation partners and creates additional funding opportunities, thus supporting the fulfilment of Group’s long-term strategy.  

This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”) and is not an announcement of a public offer of securities or a call to subscribe for the shares of Aktsiaselts Infortar (“Infortar”). Before making an investment decision all potential investors should read Infortar’s prospectus and if necessary, consult an expert. Investors should make an investment decision with respect to securities referred to in this announcement solely based on the information contained in the prospectus of Infortar, that is approved by the Estonian Financial Supervision Authority (the “EFSA”), in order to fully understand the potential risks and rewards associated. Infortar will release further information regarding the approval of the prospectus in accordance with the Prospectus Regulation and will make such information available on the website of the EFSA (at www.fi.ee) and of Infortar (at https://infortar.ee/et/ipo). The approval of the prospectus by the EFSA should not be understood as an endorsement of the securities.

Details of the Offering

The Offering will consist of (i) an offering to retail investors in Estonia (the “Retail Offering”) and (ii) an offering to qualified investors, within the meaning of Prospectus Regulation, in Estonia and certain member states of the European Economic Area (“Institutional Offering”). In addition, Infortar may, within the limits of the Offering decide to offer Shares non-publicly to investors in the member states of the European Economic Area based on other exemptions in the Prospectus Regulation. Public offering shall take place only in Estonia and Shares are not publicly offered in any other jurisdiction.  

The exact structure and timing of the Offering is subject to, among other things, prevailing market conditions and the timing of receiving necessary approvals from the EFSA, as well as obtaining relevant corporate approvals and concluding necessary agreements.

Arrangers of the Offering are AS LHV Pank and Swedbank AS (“Arrangers”). Settlement agent of the Offering is AS LHV Pank.  

Infortar - management board member Ain Hanschmidt:

“Infortar has become one of the biggest companies in Estonia with a revenue of billion euros, the next logical step is to be listed and public. Expanding the investor base and joining the stock exchange gives us an opportunity to grow even faster internationally, increase our asset value and find additional financing opportunities. For investors this means having access to a diverse and international, inflation and crises tested portfolio offering both real assets and growth potential.”

Infortar - managing director Martti Talgre:

“Infortar’s operating areas – energy, shipping and real estate are capital heavy, stable, with strong cash flow and high entry barriers. Investments to three different areas provide sufficient diversification whilst enabling to stay focused. A strong and diverse portfolio has given us the basis for continuing our growth.  We have proven that we can make quick decisions and take advantage of new opportunities growing faster than the Estonian economy in general.”

Eesti Gaas - chairman of the management board Margus Kaasik:

„For a long time now, Infortar’s subsidiary Eesti Gaas, is no longer just “Estonian” and just “gas”. We have grown to become the biggest privately owned energy company in Finland and Baltic region, we are active in international energy trade and develop our renewable energy portfolio by production and sales of solar energy and biogas. Since being acquired by Infortar, Eesti Gaas has doubled its gas sale volumes, initiated the development of renewable energies and grown to become an international corporation.”  

Infortar in brief:

Based on asset volume, Infortar is one of the biggest investment holding companies in the Baltics.[2] During over 25 year of active business, Infortar has gradually increased its investment portfolio and as of the date of this announcement the Group consists of 48 subsidiaries, additionally, the Group has made investments in 5 affiliate and joint-venture companies. The Group is focused on three main fields – energy, maritime transport and real estate, in addition, the Group has investments in fields supporting its main operations. Infortar tries to find synergies in its investments and focuses on creating well-functioning companies that have a prominent position on the market.  

The management board of Infortar is highly experienced and its members are Ain Hanschmidt and Eve Pant. The managing director of Infortar is Martti Talgre.

Infortar makes its investments based on long-term social and economic trends whilst creating synergies amongst Group companies. Group’s investment action plan for the coming years includes projects with total volume of EUR 110 million, most important of which are Rimi office and warehouse building, expansion of Tallink Duty Free logistics centre, DIY store at Tallink tennis centre premises, Hiiu health centre and over 40 MW panel capacity solar parks in Estonia and Latvia.

In 2022 the Group’s consolidated revenue was EUR 1 054 million, EBITDA was EUR 120 million and net profit was EUR 96 million. In 2023 total dividend payments amounted to approximately EUR 16 million. Currently Infortar has issued 19,845,000 Shares.    

Key strengths of Infortar

Infortar considers its main competitive advantages and strengths and strategies supporting its activities to be:

·         Carefully designed investment portfolio and policies focusing on synergies;

·         Capability and knowledge to be an active investor participating in decision making and taking responsibility;

·         Unique know-how in managing large investments;

·         Well diversified investment portfolio both geographically and by business segments.

Infortar strategy

Infortar’s strategy is to find synergies in its investments and create well-functioning companies that have a prominent position on the market with an aim to achieve stable and higher than average growth in investment value and a diverse portfolio with strong asset base and cash flow.

Group’s activities are focused on three primary business segments – energy, shipping and real estate.

Group’s strategy in energy segment is to expand existing and operational business models to new geographic markets, make balanced investments to transitional and renewable energy sources and create synergies between existing and new business lines.  

Group’s strategy in real estate segment is to increase its real estate portfolio by purchasing and developing assets in Tallinn and its surroundings. Group invests in assets that match the object-specific criteria of quality, location, and yield.

Dividend policy

Infortar has established a dividend policy according to which Infortar aims to pay out as dividends at least 1 euro per Share per economic year. Dividend payments are executed twice a year.

Wide business profile of the Group is a good precondition for creating a stable cash flow. On the other hand, Group’s strategy requires significant investments and financial leverage. Thus, any future dividend payments and their sum depend on the future financial position of Infortar, results, capital requirements, Group’s liquidity needs, and other circumstances that Infortar may deem relevant from time to time. Proceeding from the foregoing and as according to Estonian laws, the decision to pay dividends is made by the general meeting of the shareholders, Infortar cannot guarantee that dividends will be paid in future or if they are paid, their sum. This section includes forward-looking statements which involve risks and uncertainties, relating to events and depending on circumstances that may or may not occur in the future (for further information, see “Important Notice - Forward-looking statements” below).

Infortar’s financial performance and key consolidated figures

Further enquiries:

Kadri Laanvee

AS Infortar head of investor relations

kadri.laanvee@infortar.ee

**** IMPORTANT NOTICE ****

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness.

This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation and is not an announcement of a public offer of securities. Investors should not make an investment decision with respect to securities referred to in this announcement except on the basis of information contained in the prospectus that is approved by EFSA in order to fully understand the potential risks and rewards associated. Infortar will release further information regarding the approval of the prospectus in accordance with the Prospectus Regulation and will make such information available on the website of the EFSA (at www.fi.ee) and of Infortar (at https://infortar.ee/et/ipo). The approval of the prospectus by the EFSA should not be understood as an endorsement of the securities.

This announcement  shall not constitute or form part of any offer to sell or the solicitation of an offer to buy, nor shall there be, any Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Any offer to acquire the Shares will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus and its supplements to be published in connection with such offering. If you do not understand the contents of this announcement you should consult an authorised financial adviser.

This announcement does not constitute a recommendation concerning the Offering. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the prospectus, when published.

In the European Economic Area, with respect to any Member State, other than Estonia, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(e) of the Prospectus Regulation.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for the Shares in the United States. The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Infortar has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States. Any Shares sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A, or another available exemption from the registration requirements of the Securities Act..

The Arrangers are acting exclusively for Infortar and no one else in connection with the Offering. None of the Arrangers will regard any other person (whether or not a recipient of this announcement) as a client in relation to the Offering and will not be responsible to anyone other than Infortar for providing the protections afforded to their respective clients nor for the giving of advice in relation to the Offering or any transaction, matter, or arrangement referred to in this announcement.

In connection with the Offering, the Arrangers and any of their respective affiliates, acting as investors for their own accounts, may subscribe for and/or acquire Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of Infortar or related investments in connection with the Offering or otherwise. Accordingly, references in this announcement to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue, offer, subscription, acquisition, dealing or placing by, the Arrangers and any of their affiliates acting as investors for their own accounts. In addition, the Arrangers (or any of their respective affiliates) may enter into financing arrangements (including swaps) with investors in connection with which such Arrangers (or any of their respective affiliates) may from time to time acquire, hold or dispose of Shares. None of the Arrangers intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Arrangers and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, Infortar and its shareholder(s), for which they would have received customary fees. The Arrangers and any of their respective affiliates may provide such services to Infortar and its shareholder(s) and any of their respective affiliates in the future.

None of the Arrangers or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever, or makes any representation or warranty, express or implied, for the contents of this announcement, including its truth, accuracy, completeness, verification or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Infortar, the Group and their affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. All information presented or contained in this announcement is subject to verification, correction, completion and change without notice. However, Infortar does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies.

Forward-looking statements

Certain statements contained in this announcement, including any information as to the Infortar’s strategy, plans or future financial or operating performance constitute “forward-looking statements”. This information is presented based on the prognosis made at the time that in turn are based on the best assessment of Infortar’s management. Certain information is based on Infortar’s management opinions and presumptions and information available at the time. Any forward-looing information includes risks, uncertainties and expectations as to Group’s future activities, macro-economic situation and other similar factors. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “projects”, “expects”, “intends”, “aims”, “plans”, “predicts”, “may”, “will”, “seeks” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors of Infortar concerning, amongst other things, Infortar’s results of operations, financial condition and performance, prospects, growth and strategies and the industry in which Infortar operates. By their nature, forward looking statements address matters that involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Infortar has no and expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward- looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based.

The validity and accuracy of all forward-looking statements are further affected by the fact the Group operates in the field of strong competition. This field is affected by changes in regulations (including EU), developments in taxation, competition, economic, strategic, political and social conditions, clients’ reactions to new and existing products and technological developments as well as other factors. Group’s actual results may differ from Infortar management’s expectations due changes in these factors. Other factors and risks may have a negative impact on Group’s activities, business of financial results.

[1] As per management assessment.

[2] As per management assessment.