Aktsiaselts Tallink Grupp - NASDAQ OMX Baltic

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The table below sets forth the vessels on order by all operators in the Northern Baltic Sea region based on publicly available information. Vessel type Expected time of delivery Maximum passengers / Cargo lane meters Operator / Manufacturer Cruise Ferry 2006 2,800 / 1,100 Tallink /Aker Finnyards High-speed ro-pax ferry 2007 1,900 / 2,000 Tallink /Aker Finnyards High-speed ro-pax ferry 2008 2,080 / 2,000 Tallink / Fincantieri Ro-pax ferry 2006 500 / 4,200 Finnlines / Fincantieri Ro-pax ferry 2006 500 / 4,200 Finnlines / Fincantieri Ro-pax ferry 2006 500 / 4,200 Finnlines / Fincantieri Ro-pax ferry 2006 500 / 4,200 Finnlines / Fincantieri Ro-pax ferry 2006 500 / 4,200 Finnlines / Fincantieri Competition Competitors Tallink’s largest competitors by revenue providing passenger transport, mini-cruise and ro-ro cargo services in the Northern Baltic Sea region are Silja Line, Viking Line, Eckerö Linjen and Birka Line. Silja Line, domiciled in Finland, is owned by the international Sea Containers Limited Group listed on the New York Stock Exchange. Sea Containers has recently announced its intention to conduct an auction sale of Silja Line and, separately, pursue the sale of certain vessels operated by Silja Line. See “Industry Overview— Our Geographic Market Area—Recent Developments and Trends.” Silja Line focuses on passenger and cargo traffic in the Baltic Sea region. Silja Line operates nine vessels built between 1977 and 1993, including two highspeed ferries, on different routes around the Baltic Sea, with its main focus on mini-cruise and ro-ro cargo traffic between Finland and Sweden, routed though Åland. Silja Line also has regular traffic to ports, such as Riga, Tallinn, Visby and St. Petersburg. Sea Wind Line is a subsidiary of Silja Line and operates ro-pax ferries on the Turku—Stockholm route. Viking Line is a Finnish company listed on the Helsinki Stock Exchange and based in Åland. It focuses mainly on passenger ferry and cargo traffic and mini-cruises between Finland and Sweden, routed through the home port of its vessels, Mariehamn, Åland. Viking Line has a long history of traffic between Finland and Sweden dating back to 1959. Viking Line operates seven cruise ferries (six of which are in service between Finland and Sweden and one between Helsinki and Tallinn) built between 1980 and 1992. Eckerö Linjen and Birka Line, both based in Mariehamn, Åland, are smaller ferry operators with only a few cruise ferries operating on certain specific routes. Eckerö Linjen, which is the largest shareholder of Birka Line, operates daily traffic on the Helsinki—Tallinn route. Eckerö Linjen also operates daily traffic between Grisslehamn, Sweden, and Eckerö, Åland. Birka Line’s business concept is to operate traffic to, from and via Åland, while also chartering out seven cargo vessels that operate in Northern Europe as well as in North and South America. Birka Line is listed on the Helsinki Stock Exchange. Superfast Ferries is a high-speed ro-pax ferry operator belonging to the international Attica Group based in Greece. In the Northern Baltic Sea region, Superfast Ferries operates two high-speed ro-pax ferries and offers regular daily passenger and ro-ro cargo services between Hanko, Finland, and Rostock, Germany. Nordic Jet Line and Linda Line are smaller high-speed ferry operators on the Helsinki—Tallinn route with two high-speed ferries each. Both companies operate regular passenger traffic during the spring, summer and autumn. 60
The table below shows the operators of passenger and ro-ro cargo business on routes in the Northern Baltic Sea region and the vessels currently in service: Operator Route operated Vessel / Type / Built Maximum passengers / Cargo lane meters1 or private cars2 Tallink Stockholm—Tallinn Victoria I / Cruise ferry / 2004 2,500 / 1,000 Stockholm—Tallinn Regina Baltica / Cruise ferry / 1980 1,500 / 780 Stockholm—Tallinn Regal Star / Ro-ro cargo vessel / 1999 80 / 2,087 Kapellskär—Paldiski Vana Tallinn / Cruise ferry / 1974 800 / 650 Helsinki—Tallinn Romantika / Cruise ferry / 2002 2,500 / 1,000 Helsinki—Tallinn Meloodia I / Cruise ferry / 1979 1,600 / 730 Helsinki—Tallinn AutoExpress / High-speed ferry / 1995 575 / 150 Helsinki—Tallinn AutoExpress 2 / High-speed ferry / 1997 673 / 175 Helsinki—Tallinn AutoExpress 3 / High-speed ferry / 1997 580 / 171 Helsinki—Tallinn AutoExpress 4 / High-speed ferry / 1996 574 / 171 Helsinki—Tallinn Kapella / Ro-ro cargo vessel / 1974 50 / 633 Silja Line / Helsinki—Stockholm Symphony / Cruise ferry / 1991 2,670 / 950 Sea Wind Line Helsinki—Stockholm Serenade / Cruise ferry / 1990 2,670 / 950 Turku—Stockholm Europa / Cruise ferry / 1993 3,123 / 932 Turku—Stockholm Festival / Cruise ferry / 1986 2,000 / 1,080 Helsinki—St. Petersburg Opera / Cruise ferry / 1992 1,409 / — Helsinki—Tallinn SuperSeaCat 3 / High-speed ferry / 1999 800 / 175 Helsinki—Tallinn SuperSeaCat 4 / High-speed ferry / 1999 800 / 175 Turku—Stockholm Sea Wind / Ro-pax ferry / 1971 260 / 1,200 Turku—Stockholm Sky Wind / Ro-pax ferry / 1986 364 / 1,800 Viking Line Helsinki—Stockholm Mariella / Cruise ferry / 1985 2,700 / 1,115 Helsinki—Stockholm Gabriella / Cruise ferry / 1992 2,400 / 970 Turku—Stockholm Amorella / Cruise ferry / 1988 2,420 / 970 Turku—Stockholm Isabella / Cruise ferry / 1989 2,200 / 970 Helsinki—Tallinn Rosella / Cruise ferry / 1980 1,700 / 720 Stockholm—Mariehamn Cinderella / Cruise ferry / 1989 2,700 / 1,130 Mariehamn—Kapellskär Ålandsfärjan / Cruise ferry / 1972 963 / 360 Eckerö Linjen Helsinki—Tallinn Nordlandia / Cruise ferry / 1981 2,000 / 780 Helsinki—Tallinn Translandia / Ro-ro cargo vessel / 1976 104 / 1549 Grisslehamn—Eckerö Roslagen / Cruise ferry / 1972 1,320 / 390 Grisslehamn—Eckerö Alandia / Cruise ferry / 1972 1,320 / 440 Birka Line Stockholm—Helsinki Stockholm—Tallinn Princess / Cruise ferry / 1986 1,537 / — Stockholm—Mariehamn Paradise / Cruise ferry / 2004 1,800 / — Superfast Hanko—Rostock Superfast VIII 717 / 1,891 Ferries Hanko—Rostock Superfast VII 717 / 1,891 Nordic Jet Line Helsinki—Tallinn HSC Nordic Jet / High-speed ferry Helsinki—Tallinn HSC Baltic Jet / High-speed ferry 486 / 52 428 / 52 Linda Line Helsinki—Tallinn Jaanika / High-speed ferry 200 / — Helsinki—Tallinn Laura / High-speed ferry 200 / — Source: ShipPax statistics (for Tallink based on passenger ship certificates). 1 On average, trucks require 15-16 lane meters of space on the car and cargo deck. 2 For high-speed ferries, the figure shows the number of private cars. Traffic Volumes and Market Shares The overall passenger and ro-ro cargo volumes in the Northern Baltic Sea region between Finland, Sweden and the Baltic countries, of which we believe our business accounted for approximately 19 percent in the financial year ended August 31, 2005, have been increasing at a moderate pace in the past few years. This increase has been due to a variety of reasons, primarily increased tourism to the Baltic countries as well as the increased use of the Via Baltica 61
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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
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
Page 57 and 58: Strategy facilities and quality onb
Page 59 and 60: We initially chartered all of our v
Page 61 and 62: St. Petersburg—Estonia/Finland Ro
Page 63 and 64: Sales of Cargo Transport General. I
Page 65 and 66: On the Sweden—Estonia routes, we
Page 67: New Vessels We have embarked on a s
Page 71 and 72: certificates for all our vessels, w
Page 73 and 74: Protection and indemnity insurance
Page 75 and 76: Legal Structure Aktsiaselts Tallink
Page 77 and 78: MANAGEMENT Structure of Our Managem
Page 79 and 80: Mr. Enn Pant (born 1965) was electe
Page 81 and 82: Some members of our supervisory cou
Page 83 and 84: September 2005, SEB Eesti Ühispank
Page 85 and 86: Changes in the Share Capital The ta
Page 87 and 88: paid for from assets excluding the
Page 89 and 90: equirement also applies where membe
Page 91 and 92: the trading system automatically ac
Page 93 and 94: Recognition and enforcement of judg
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Page 97 and 98: PLAN OF DISTRIBUTION Citigroup Glob
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Page 101 and 102: (6) The purchaser will not deposit
Page 103 and 104: INDEPENDENT AUDITORS Pursuant to th
Page 105 and 106: 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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