Aktsiaselts Tallink Grupp - NASDAQ OMX Baltic

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FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED AUGUST 31, 2005 NOTES TO THE FINANCIAL STATEMENTS—(Continued) Note 19 CONTINGENCIES AND COMMITMENTS (Continued) Off-balance sheet guarantees • Tallink Grupp AS has given a guarantee in the maximum amount of SEK 10,010,000 to SEB Eesti Ühispank related to its Swedish subsidiary with a due date of October 14, 2005. • Tallink Grupp AS has given guarantees to HSH Nordbank AG (formerly Hamburgische Landesbank) and Skandinaviska Enskilda Banken AB for the loans granted to its ship-owning subsidiaries amounting to EEK 3,216,093,000. The primary securities for these loans are the pledge of shares of the shipowning subsidiaries and mortgages on the ships belonging to these subsidiaries. • Tallink Grupp AS has given guarantees in the amount of SIT 119,920 and EUR 5,000 to SEB Eesti Ühispank related to Vaba Maa AS with dates are June 30, 2006 and November 01, 2005, respectively. • Tallink Grupp AS has given guarantees in the amount of EEK 2,200,000 to SEB Eesti Ühispank related to TDF Kommerts OÜ with a due date of September 24, 2006. • Tallink Grupp AS has given a guarantee in the amount of EEK 260,000 to SEB Eesti Ühispank related to Tallink Travel Club OÜ with a due date of May 26, 2006. Non-cancellable operating leases On 01 October 2003 the Group concluded a non-cancellable lease agreement for the hotel building. The lease period of 10 years started on May 2004. The Group also has the option to renew the agreement for further five years. The annual non-cancellable lease payments will be in the range of EEK 36,000,000 to EEK 45,000,000 depending on the result of hotel’s operations. Capital investment commitments On October 27, 2004 Aker Finnyard and Tallink Grupp AS signed a shipbuilding contract to construct a new passenger cruise ship. The new ship will be delivered in May 2006. The construction value of the new ship is EUR 165,000,000. 20% will be paid during construction and 80% at, its delivery of the ship. By August 31, 2005 the Group has made the prepayments for the ship in the total amounts of EUR 15,000,000. On August 1, 2005 Aker Finnyard and Tallink Grupp AS signed another shipbuilding contract to construct a new fast passenger ship. The construction value of this new ship is EUR 110,000,000, of which 20% will be paid during construction and 80% at delivery. By August 31, 2005 the Group has made the prepayments for the ship in the total amounts of EUR 2,000,000. F-28
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED AUGUST 31, 2005 NOTES TO THE FINANCIAL STATEMENTS—(Continued) Note 20 RELATED PARTY DISCLOSURES The Group has entered into the following transactions with related parties and has the following balances with related parties (for the year ended August 31, and as of August 31, respectively). Prices used in sales to and purchases from related parties of the Group do not significantly differ from normal market prices. 2005 Sales to related parties Purchase from related parties Receivables from related parties Payables to related parties Infortar AS—services ....................... 99 6,430 0 0 Infortar AS—loans ......................... 0 0 0 98,530 Infortar AS—guarantee fee ................... 0 537 0 0 Infortar AS—interests ....................... 0 6,993 0 0 Infortar AS—sale of HT Valuuta AS ........... 5,000 0 5,000 0 HTValuuta—services....................... 2,247 0 3 0 HTG Vara AS—leases ...................... 0 30,000 0 0 Mersok OÜ—leases ........................ 0 144 0 14 Vaba Maa AS—services ..................... 0 2,916 0 75 2004 Infortar AS—services ....................... 37 6,424 0 1,475 Infortar AS—loans ......................... 0 0 0 98,530 Infortar AS—guarantee fee ................... 0 1,159 0 0 Infortar AS—interests ....................... 0 7,422 0 1,188 Vaba Maa AS—services ..................... 0 1,620 0 565 HTG Vara AS—leases ...................... 0 9,274 0 0 Mersok OÜ—leases ........................ 0 144 0 14 HTValuuta—services....................... 12,186 0 1,835 147 HTValuuta—interests* ..................... 57 0 11 0 * a loan in the amount of EEK 4,000,000 was granted and received back during the financial year ended August 31, 2004. Related parties are: The ultimate parent Linandell OÜ—there are no transactions between the Group and Linandell OÜ during the financial year (2004: zero). The parent Infotar AS has 55.53% interest in Tallink Grupp AS. The companies controlled by the parent or ultimate parent See above for transactions with Vaba Maa AS, HT Valuuta and HTG Vara AS. There are no transactions with other companies controlled by the parent or ultimate parent, i.e. Tailwind AS, Fastinvest OÜ, Sunbeam OÜ, Inforte OÜ, Inf Invest OÜ, Inf Maja OÜ and Infor Invest. The management and companies controlled by them There are no transactions with key management personnel (i.e. members of the management board and the supervisory board of the Parent and its subsidiaries), except the remuneration paid to them (see related information below) and with the companies controlled by them, except with Mersok OÜ. Other companies controlled by management are Tekali OÜ, Kümnis Konsultatsioonid OÜ, Meelis Asi Konsultatsioonid OÜ, Compo Investeeringud OÜ and Trigoner OÜ. Directors’ remuneration and termination benefits The executive members of the Management Board received a remuneration totalling EEK 13,017,000 (2004: EEK 16,131,000). The executive members of the Management Board do not receive pension entitlements from the Group. Some members of Management Board have a right to termination benefits. The maximum amount of such benefits as of August 31, 2005 is EEK 6,480,000 (2004: EEK 6,480,000). F-29
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OFFERING MEMORANDUM Aktsiaselts Tal
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TABLE OF CONTENTS Summary .........
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CERTAIN INFORMATION WITH RESPECT TO
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August 31, 2005, with comparative i
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SUMMARY This summary should be read
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The Offering Offering .............
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and there is no obligation on Citig
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RISK FACTORS Before making an inves
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of our vessels, compliance with env
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present, fuel represents approximat
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due to decrease over the next three
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The Offering TERMS AND CONDITIONS O
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Payment Investors in Estonia By sub
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unless the exclusive jurisdiction o
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An investor shall be liable for the
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Exercise of Shareholder Rights by I
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BACKGROUND AND REASONS FOR THE OFFE
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EXCHANGE RATES The Estonian kroon h
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1 EBITDA = Earnings before net fina
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status under the EU regulatory fram
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into the following principal compon
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Following the planned introduction
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increase of 87 percent compared to
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Currently outstanding loan agreemen
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Off-Balance Sheet Guarantees Tallin
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Market Risk Disclosure The manageme
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Our Geographic Market Area The area
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The passenger and ro-ro cargo volum
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Strategy facilities and quality onb
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We initially chartered all of our v
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St. Petersburg—Estonia/Finland Ro
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Sales of Cargo Transport General. I
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On the Sweden—Estonia routes, we
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New Vessels We have embarked on a s
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The table below shows the operators
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certificates for all our vessels, w
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Protection and indemnity insurance
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Legal Structure Aktsiaselts Tallink
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MANAGEMENT Structure of Our Managem
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Mr. Enn Pant (born 1965) was electe
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Page 83 and 84: September 2005, SEB Eesti Ühispank
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Page 89 and 90: equirement also applies where membe
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Page 97 and 98: PLAN OF DISTRIBUTION Citigroup Glob
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