Aktsiaselts Tallink Grupp - NASDAQ OMX Baltic

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In making an investment decision, you must rely upon your own examination of us and the terms of this offering memorandum, including the risks involved. The distribution of this offering memorandum and the offering and sale of our shares in certain jurisdictions may be restricted by law. We and the Managers require persons into whose possession this offering memorandum comes to inform themselves about and to observe any such restrictions. For a description of certain restrictions on the offering and sale of our shares, see “Transfer Restrictions” and “Plan of Distribution.” This offering memorandum does not constitute an offer of, or an invitation to purchase, any of our shares in any jurisdiction in which such offer or sale would be unlawful. No one has taken any action that would permit a public offering to occur in any jurisdiction other than Estonia and Finland. NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (“RSA”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE IMPLIES THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT ANY EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM Each Manager has represented and agreed that it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of the shares in circumstances in which Section 21(1) of such Act does not apply to us and it has complied and will comply with all applicable provisions of such Act with respect to anything done by it in relation to any shares in, from or otherwise involving the United Kingdom. NOTICE TO PROSPECTIVE INVESTORS IN THE NETHERLANDS In The Netherlands, the ordinary shares described in this offering memorandum may not, are not and will not be offered, distributed, sold, transferred or delivered, directly or indirectly, to any person other than to individuals or legal entities who or which trade in securities in the conduct of their profession or trade within the meaning of Section 2 of the exemption regulation pursuant to The Netherlands Securities Market Supervision Act 1995 (Vrijstellingsregeling Wet toezicht effectenverkeer 1995), which includes banks, securities intermediaries (including dealers and brokers), insurance companies, pension funds, other institutional investors and commercial enterprises that, as an ancillary activity, regularly invest in securities. PRESENTATION OF FINANCIAL AND OTHER INFORMATION Our consolidated financial statements since the financial year ended August 31, 2002, have been prepared in accordance with international financial reporting standards (“IFRS”). This offering memorandum contains the statutory audited consolidated financial statements of Tallink Group for the financial year ended August 31, 2004, with comparative information for the financial year ended August 31, 2003, and for the financial year ended August 31, 2005, with comparative information for the financial year ended August 31, 2004, as well as the statutory audited unconsolidated financial statements of Tallink for the financial year ended August 31, 2004, with comparative information for the financial year ended August 31, 2003, and for the financial year ended iv
August 31, 2005, with comparative information for the financial year ended August 31, 2004. In this offering memorandum, references to “Estonian kroon” and “EEK” are to the currency of the Republic of Estonia (EEK 15.6466 = EUR 1), references to “euro” and “EUR” are to the currency of the member states of the European Union (“EU”) participating in the European Economic and Monetary Union, references to the “U.S. dollar” and “USD” are to the currency of the United States of America, and references to the “Swedish krona,” “Swedish kronor” and “SEK” are to the currency of the Kingdom of Sweden. Any estimates with respect to market statistics relating to us are based upon the reasonable estimates of Tallink’s management. Where certain information contained in this offering memorandum has been derived from third party sources, such sources have been identified herein. Tallink does not assume any responsibility for the accuracy or completeness of this third party information, except for its accurate reproduction and correct restatement herein such that no facts have been omitted which would render the information inaccurate or misleading. The financial information and certain other information set forth in a number of tables in this offering memorandum may have been rounded to the nearest whole number or the nearest decimal. Accordingly, in certain instances, the sum of the numbers in a column may not conform exactly to the total figure given for that column. In addition, certain percentages, including period-to-period percentage changes, reflect calculations based upon the underlying information prior to rounding, and accordingly may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers. AVAILABLE INFORMATION We intend to publish our annual reports commencing from the financial year ended August 31, 2005, including our consolidated financial statements, and interim reports, including our interim consolidated financial statements, commencing from the quarter ending November 30, 2005. In accordance with Estonian law, including the Estonian Securities Market Act, and the Tallinn Stock Exchange Rules, our annual reports for the financial years ended August 31, 2002, 2003 and 2004, and our articles of association are available at our head office located at Tartu mnt 13, Tallinn, Estonia, and on our website (www.tallink.com). Any interested party may obtain a copy of these items from us without charge. References to our website in this offering memorandum should not be deemed to incorporate the information on our website by reference. We are not required to file periodic reports under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have, however, agreed to either (i) furnish certain public reports and documents to the SEC pursuant to Rule 12g3-2(b) under the Exchange Act, (ii) be subject to the periodic reporting and other requirements under the Exchange Act and, in accordance with the Exchange Act, file reports and other information with the SEC or (iii) furnish to investors upon request such information as may be required by Rule 144A(d)(4) of the Securities Act to facilitate resales of the shares pursuant to Rule 144A. FORWARD-LOOKING STATEMENTS Certain statements in this offering memorandum, including but not limited to certain statements set forth under the captions “Summary,” “Risk Factors,” “Dividends and Dividend Policy,” “Operating and Financial Review and Prospects,” “Industry Overview” and “Business” are based on the beliefs of management as well as assumptions made by and information currently available to management, and such statements may constitute forward-looking statements. The words “believe,” “expect,” “anticipate,” “intend” or “plan” and similar expressions identify certain of such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to those discussed in the section entitled “Risk Factors” including the following: general economic and business conditions; competition in the cruise and cargo transportation industries; reduced demand for cruises and/or cargo transportation; regulatory, legislative and judicial developments; market acceptance of our planned introduction of new vessels and routes; delay in delivery of new vessels; our ability to obtain financing on terms that are favorable or v
Page 1 and 2: OFFERING MEMORANDUM Aktsiaselts Tal
Page 3 and 4: TABLE OF CONTENTS Summary .........
Page 5: CERTAIN INFORMATION WITH RESPECT TO
Page 9 and 10: SUMMARY This summary should be read
Page 11 and 12: The Offering Offering .............
Page 13 and 14: and there is no obligation on Citig
Page 15 and 16: RISK FACTORS Before making an inves
Page 17 and 18: of our vessels, compliance with env
Page 19 and 20: present, fuel represents approximat
Page 21 and 22: due to decrease over the next three
Page 23 and 24: The Offering TERMS AND CONDITIONS O
Page 25 and 26: Payment Investors in Estonia By sub
Page 27 and 28: unless the exclusive jurisdiction o
Page 29 and 30: An investor shall be liable for the
Page 31 and 32: Exercise of Shareholder Rights by I
Page 33 and 34: BACKGROUND AND REASONS FOR THE OFFE
Page 35 and 36: EXCHANGE RATES The Estonian kroon h
Page 37 and 38: 1 EBITDA = Earnings before net fina
Page 39 and 40: status under the EU regulatory fram
Page 41 and 42: into the following principal compon
Page 43 and 44: Following the planned introduction
Page 45 and 46: increase of 87 percent compared to
Page 47 and 48: Currently outstanding loan agreemen
Page 49 and 50: Off-Balance Sheet Guarantees Tallin
Page 51 and 52: Market Risk Disclosure The manageme
Page 53 and 54: Our Geographic Market Area The area
Page 55 and 56: 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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Some members of our supervisory cou
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September 2005, SEB Eesti Ühispank
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Changes in the Share Capital The ta
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paid for from assets excluding the
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equirement also applies where membe
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the trading system automatically ac
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Recognition and enforcement of judg
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exemption does not apply where the
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PLAN OF DISTRIBUTION Citigroup Glob
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• in any other circumstances that
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(6) The purchaser will not deposit
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INDEPENDENT AUDITORS Pursuant to th
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INDEX TO FINANCIAL STATEMENTS Conso
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FINANCIAL STATEMENTS FOR THE FINANC
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ROMANTIKA FANTAASIA REGINA BALTICA
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Aktsiaselts Tallink Grupp - NASDAQ OMX Baltic

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