Grigiskes AB - Notification on material event

GRIGISKES AB: ANNOUNCEMENT OF THE BOARD

Vilnius, Lithuania, 2011-04-11 10:54 CEST (GLOBE NEWSWIRE) -- 
Regarding withdrawal of the pre-emptive right of shareholders of public limited
 liability company “GRIGIŠKĖS” and rendering the right on acquisition of shares



            11 April 2011, Grigiškių city, municip. of Vilnius city



In the annual general meeting of shareholders of public limited liability
company “GRIGIŠKĖS” (hereinafter, the “Company”), to be held on 26-04-2011
(hereinafter, the “Meeting”) it is intended to consider the question regarding
withdrawal of the pre-emptive right of shareholders of the Company to acquire
the new issue of Company's shares of par value of up to LTL 10,000,000 (up to
10,000,000 (ten million) ordinary registered shares, par value of LTL 1 each). 



Reasons for the withdrawal of the pre-emptive right; person to whom the right
to acquire newly issued shares of the Company is proposed to be granted 

The Company is considering raising additional equity capital via a private
placement to institutional investors to finance expansion of its operations and
to strengthen its shareholders' base. To accomplish this goal, the Company
proposes the increase of the authorised capital as well as withdrawal of the
pre-emptive right of its current shareholders. 

To analyse the available options and to secure the required assistance in
placing the shares, the Company has retained UAB SEB Enskilda, a private
limited liability company, legal entity code 221949450, the address of the
registered office at Gedimino pr. 12, Vilnius (hereinafter, SEB Enskilda),
represented by the General Director, Mr. Žygintas Mačėnas, to act as an
Arranger and a Lead Manager of the potential transaction. 

The Company is proposing to undertake a private placing to institutional
investors, which it considers to be more appropriate and practical alternative
for raising additional equity than a public offering, which would have to be
executed in case the pre-emptive right of the current shareholders of the
Company would be exercised. Furthermore, the indicated structuring of the
transaction (including withdrawal of the pre-emptive right) would ensure that
the Company is flexible with its timing as well as with its length, as the
transaction would not be subject to issue and approval of the prospectus as
well as to certain other restrictions on the earliest date of starting the
offering and the shortest period of subscription for shares. 

Due to the nature of the envisaged transaction, SEB Enskilda may need to borrow
a certain amount of existing shares from one of the current shareholders to
facilitate settlement of the transaction. It is intended that such borrowed
shares will be used for settlement with investors whilst, the Arranger will use
the proceeds to subscribe for the new issue shares and return the shares to the
lender. 

For the reasons indicated above and as a technical measure, it is sought to
withdraw the pre-emptive right of the current shareholders of the Company to
acquire the shares to be newly issued and to grant the right to acquire such
shares to SEB Enskilda. It is hereby suggested to grant SEB Enskilda the right
to subscribe for and acquire newly issued shares of the Company (up to
10,000,000) in its contemplated role of the Arranger. 

Furthermore, for the purpose of the aforementioned potential transactions,
current shareholder of the Company, UAB „GINVILDOS INVESTICIJA“, code
125436533, registered at Turniškių st. 10A-2, Vilnius, consented to lend a
relevant amount of the outstanding and paid shares of the Company, equal to the
maximum number of the new shares to be issued during this increase of the
authorised capital of the Company (i.e. up to 10,000,000 shares), to SEB
Enskilda in its contemplated role of the Arranger. 



Substantiation of the price of the new issue shares

It is suggested that the Meeting of shareholders of the Company set only the
minimal issue price of each newly issued share of the Company, making it equal
to the par value of the shares, i.e. LTL 1 (one litas). Accordingly, it is
suggested that the total minimal issue price of all the new shares (in case all
of them are subscribed) is to be fixed at LTL 10,000,000 (ten million litas). 

The final issue price of the new issue shares will be equal to the sale price
of the lent shares sold to the institutional investors. The Board of the
Company will determine the sale price of the lent shares (which also means the
issue price of the new shares) by its decision, upon receipt of SEB Enskilda's
recommendations, before the start of the transfer of the lent shares to the
institutional investors, based on demand and price indications received from
the investors. It is expected that the issue price will be at or around the
price prevailing in the market at the time of closing of the intended
transaction. 


         Gintautas Pangonis
         General Director
         (+370-5) 243 58 01