Vilniaus Degtine - Notification on material event

Notification, regarding mandatory acquisition of shares

AB “Vilniaus degtinė” (ISIN code LT0000112450, Panerių str. 47, Vilnius,
Lithuania, company code 120057287) (hereinafter – the Company), received
notification from its main shareholder Marie Brizard Wine & Spirits, that it
will implement mandatory acquisition of AB “Vilniaus degtinė” shares,
exercising its rights stated in article No. 42 of Law on Securities of
Lithuanian Republic. Due to this fact and following part No. 8 of article No.
42 of Law on Securities, AB “Vilniaus degtinė” is submitting this notification. 

Legal person performing mandatory acquisition os shares - Marie Brizard Wine &
Spirits (40 Quai Jean Compagnon et 19 Bd Paul Vaillant Couturier 94200
Ivry-sur-Seine, France) (hereinafter – MBWS) acting together with Marie Brizard
Wine & Spirits Polska sp z o o (Krakowiaków 48, 02-255, Warsaw, Poland)
(hereinafter – MBWS Polska). 

MBWS, owns  23 880 434 shares of AB “Vilniaus degtinė”, which is 97,84% (i.e.
more than 95%) of all shares of AB “Vilniaus degtinė” (of which 29,55% MBWS
owns directly and 68,29% through MBWS Polska) and owns 97,84% of voting rights
in the general meeting of shareholders of the Company (according to data as of
9th of January, 2017). 

MBWS demands, that all the remaining shareholders of the Company would sell
shares of AB “Vilniaus degtinė” owned by them during 90 days from publishing
notification about mandatory acquisition of the shares in VĮ Registrų centras
issued electronic journal “Public announcement of legal entities”. Such
notification will be published on 11th of January, 2017, due to this term for
selling shares will end on 11th of April, 2017 (this will be the last day to
sell shares). During this term shareholders has the right to contest price
offered for the shares, according to procedures stated by Article 42 Part 13 of
the Law on Securities. 

For one ordinary registered share of the Company MBWS offers 0,432 EUR. The
Price for shares of the Company is established in accordance with the Article
42 part 4 and Article 39 of the Law on Securities of the Republic of Lithuania
– the price is the same which was paid during the mandatory tender offer. Price
of mandatory acquisition of the shares is Approved by decision of Supervision
Office Director, of Bank of Lithuania of 9th of January, 2017 No. 241-3. 

Mandatory acquisition of shares MBWS will perform through AB Šiaulių bankas, in
which MBWS will place an order to the market to buy the remaining shares of the
Company, which shall be valid for 90 (ninety) days after the public
notification about the mandatory acquisition, which will be published in VĮ
Registrų centras issued electronic journal “Public announcement of legal
entities” (that is from 11th of January, 2017 till 11th of April, 2017).
Settlement for the shares shall be made in cash – T+2 (in the second day after
the execution of the transaction). The shares can be sold at any day during the
announced mandatory sale of shares. If any of the shareholders fail to sell
their shares, MBWS shall request that the shares of the Company which were not
sold would be recorded to the securities account of MBWS, i.e. that would be
made records regarding the transfer of ownership to the shares to MBWS.
Settlement for such shares shall be performed after the ruling of the court
comes into effect, from the money which shall be deposited at the special
account. Each shareholder which will not sell its shares shall be notified
about this separately. 

Any shareholder of the Company may find the documents (that were the basis of
setting the price for the shares) in the Company during the working hours of
the Company. 



Attached: MBWS notification about mandatory acquisition of the shares



General Manager

Dovilė Tamoševičienė

852330819

Attachments:

NOTIFICATION - MANDATORY ACQUISITION OF SHARES 10.01.2017.pdf