Mandatory share buyback offer completed
INDEXO completes unique transaction and increases its stake in DelfinGroup to 71.52%. The strategic objective of the offer is to establish a strong, locally owned financial services group.
Benefits for DelfinGroup
What does joining the INDEXO Group mean for DelfinGroup?
Henrik Karmo
Offer to DelfinGroup shareholders
DelfinGroup Management Board
Timeline of the mandatory share buyback offer
Before deciding whether to accept the mandatory share buyback offer and which option to choose, carefully review the Mandatory Share Buyback Offer Prospectus, which describes the terms of the offer, as well as the Exemption from the Obligation to Publish a Prospectus Document, which has been prepared in connection with the IPAS INDEXO share issue intended for exchange and describes the planned transaction and its impact on IPAS INDEXO.
How to participate in the mandatory share buyback offer?
If you have additional questions, email us at [email protected]
Listen to discussions about INDEXO and DelfinGroup transaction
INDEXO new share issue
The raised capital will be used to carry out the DelfinGroup share buyback offer and to further develop INDEXO Bank.
Settlements were completed on December 10.
Questions and answers
What is a mandatory share buyback offer?
The mandatory share buyback offer is a public offer by IPAS INDEXO to the shareholders of AS “DelfinGroup” to repurchase shares of AS “DelfinGroup” with ISIN code LV0000101806. The obligation for IPAS INDEXO to make the mandatory buyback offer arose after acquiring 67.42% of DelfinGroup shares through the voluntary share buyback offer implemented at the end of last year.
How will the share buyback be carried out?
Simultaneously with the share exchange, DelfinGroup shareholders are offered to sell their shares at a price of EUR 1.30 per share.
How will the share exchange be carried out?
Within the exchange transaction, an exchange ratio of 1:7.3 is set, allowing DelfinGroup shareholders to receive one INDEXO share in exchange for 7.3 DelfinGroup shares. DelfinGroup shareholders may exchange shares only in amounts that exactly correspond to the exchange ratio and result exclusively in whole numbers (for example, 73 Company Shares are exchanged for 10 Offeror shares).
The application of this exchange principle means that the minimum number of Company Shares that can be exchanged is 73 shares. No cash settlements are made for fractional shares resulting from the application of the exchange ratio.
If the number of shares submitted for exchange divided by the exchange ratio does not result in a whole number, the exchange will be carried out for the number of shares that is divisible by the exchange ratio without remainder, while the remaining shares that cannot be exchanged will remain in the ownership of the Company’s shareholder.
For example, if an order is submitted to exchange 500 shares, the exchange will be carried out for 438 shares (the largest number divisible by the exchange ratio of 7.3 without remainder), while the remaining 62 shares will not be exchanged and will remain in the ownership of the Company’s shareholder.
What happens to shareholders who do not want to accept the offer?
These shareholders will remain DelfinGroup shareholders and will continue to participate in DelfinGroup’s growth.
When will shareholders who choose to sell their shares receive payment?
The buyback offer period ends on January 19th, results will be announced on January 21st, and the planned settlement date is January 26th.
The offer is made in accordance with the Mandatory Share Buyback Offer Prospectus. INDEXO shares that will be used for the share exchange will be issued based on the Bank of Latvia approved Exemption Document to the Obligation to Publish a Prospectus. Anyone considering participating in the offer must evaluate the offer carefully by reviewing the Offer Prospectus and the Exemption Document to the Obligation to Publish a Prospectus, independently analyzing the business activities, financial position, and circumstances of AS “DelfinGroup” and its subsidiaries, as well as of IPAS INDEXO and its subsidiaries, including IPAS INDEXO’s plans following the implementation of the buyback offer. If necessary, independent expert advice should be obtained. This offer should not be considered a recommendation by IPAS INDEXO or any other person to sell shares of AS “DelfinGroup”.
The offer is made in accordance with the laws of the Republic of Latvia and is not subject to review or approval by any foreign regulatory authority. The offer is not addressed to persons whose participation would require the preparation of additional documents, registration, or any other action beyond the requirements established under the laws of the Republic of Latvia.
