Today, February 3, 2021, the City of Tallinn, Utilitas, and United Utilities signed a share sale agreement by which the City of Tallinn and Utilitas acquire the 35.3% holding in AS Tallinna Vesi held by United Utilities. The transaction will make the City of Tallinn the majority shareholder in AS Tallinna Vesi with a 52.35% holding, while Utilitas will hold 17.6%.
The value of the transaction is 100.2 million euros.
The transaction will enter into force upon approval by Tallinn City Council, and to complete the transaction permission to concentrate must be obtained from the Republic of Estonia Competition Authority. Given that the above prerequisites are met, the acquisition of shares from United Utilities is forecast to be completed in March 2021 and, resulting from the change of the controlling holding, the City of Tallinn and Utilitas become obligated to file a joint takeover bid to the shareholders of AS Tallinna Vesi which will be organized after the actual acquisition of United Utilities (Tallinn) B.V.’s holding and obtainment from the Estonian Financial Supervision and Resolution Authority (Finantsinspektsioon) of the approvals required to carry out the takeover bid. The takeover bid and the terms and conditions thereof will be announced separately once the Estonian Financial Supervision and Resolution Authority has given its relevant approvals.
TRINITI’s team consisting of Ergo Blumfeldt, Ain Kalme, Sten Veidebaum, Mikk Põld, and Martin Järve advised the City of Tallinn and Utilitas in negotiating the share sale agreement and continues to advise the said clients in the relevant concentration control proceedings as well as in preparing and implementing the obligatory post-transaction takeover bid.
Utilitas is Estonia’s biggest district heating company and producer of renewable energy. The company administers 550 km of district heating pipeline and provides heat to 174,000 private households in eight Estonian cities and towns – Tallinn, Maardu, Keila, Rapla, Haapsalu, Kärdla, Jõgeva, and Valga. In 2020 Utilitas produced 1.7 TWh of thermal energy and 394 GWh of electricity. Utilitas’ consolidated sales in 2020 amounted to 127 million euros and the company’s assets total 386 million euros. Utilitas is owned by European Diversified Infrastructure Fund II (85%) whose assets are managed by First Sentier Investors, and by companies owned by OÜ Utilitas Management Board Members (15%).