|
|||
![]() |
|||
2011-09-07 11:28:04 CEST 2011-09-07 11:29:03 CEST REGULATED INFORMATION Anyksciu Vynas AB - Notification on material eventRe agreements signed by FR&R Invest IGA S.A. (an investment company with Swedbank) with the main shareholder of Įmonių grupė ALITA, AB which is the shareholder of AB “ANYKŠČIŲ VYNAS”Anyksciai, Lithuania, Anyksciu vynas AB, 2011-09-07 11:28 CEST (GLOBE NEWSWIRE) -- Hereby we inform that on 7 September 2011 the main shareholder of AB „ANYKŠČIŲ VYNAS“ (code 254111650, registered address Dariaus ir Girėno g. 8, Anykščiai, Lithuania) (Anykščių vynas) Įmonių grupė ALITA, AB (code 302444238, registered address Miškininkų g. 17, Alytus, Republic of Lithuania) (the Company) notified Anykščių vynas, that on 7 September 2011 the main shareholder and the chairman of the Board of the Company Vytautas Junevičius (the Shareholder) notified the Company that Swedbank, AB (code 112029651, registered address Konstitucijos pr. 20A, Vilnius, Republic of Lithuania (Swedbank), investment company FR&R Invest IGA S.A. (code B161760, registered address 3A, Rue Guillaume Kroll, L-1882 Luxemburg) (the Investor) performed due diligences of activities of the Company and the Company's subsidiary Anykščių vynas and that on 7 September 2011, the Shareholder and the Investor signed the agreements under which the Investor will be allowed to acquire a controlling shareholding in the Company (the Shares) by way of increasing the Company's authorised capital and granting the right to acquire all newly issued Shares to the Investor (the Transaction). It is planned that during increase of the Company's authorised capital the Investor will acquire 16,874,000 newly issued Shares in the Company amounting to approx. 84% of all shares in the Company after the increase of the Company's authorised capital. It is planned that the Investor shall pay for the newly issued Shares the issue price amounting to LTL 91,072,084, by setting of a debt claim of the Investor towards the Company. After increase of the Company's authorised capital the shareholding of the Shareholder would constitute approx. 14% of all shares in the Company. The Transaction is comprised, apart other agreements, of the following: (i) an agreement on acquisition of Shares in the Company, establishing revocation of the pre-emptive right to all shareholders of the Company for the benefit of the Investor and conditions precedent for the closing of Transaction (the Share Acquisition Agreement), and (ii) Company Shareholders Agreement (with the postponed coming into effect following the closing of the Share Acquisition Agreement). The Investor will acquire newly issued Shares and will become a shareholder of the Company only if the conditions precedent for the closing of Transaction stipulated in the Share Acquisition Agreement occur, including the following conditions: -- The Company's authorised capital will be reduced to LTL 3,126,000 and thereby cancelling part of the losses included in the Company's balance sheet; -- The Company's authorised capital will be increased to LTL 20,000,000 by way of revoking the pre-emption right to all shareholders of the Company to acquire the new Shares and granting the right to the Investor to acquire all new Shares; -- The Shareholder will undertake to cover part of the Company's losses by paying the contribution to cover the Company's losses by set-off, on condition that the Investor will become the Company's shareholder according to the conditions agreed by the Shareholder and the Investor; -- The Competition Council of the Republic of Lithuania will issue to the Investor a permit for concentration. If at least one of the conditions precedent for the closing of the Transaction provided for in the Share Acquisition Agreement does not occur, the closure of the Transaction will not take place and therefore the Investor will not acquire the Shares. Anykščių vynas was also informed that on 17 August 2011 the Company received a notice from the Company's creditor Swedbank to the effect that Swedbank and the Investor signed a Claim Assignment Agreement under which Swedbank assigned its right of claim in the amount of EUR 27,900,000 (LTL 96,333,120) against the Company and BAB ALT investicijos (code 149519891, address of registered office Miškininkų g. 17, Alytus, Republic of Lithuania), arising from currently valid credit agreement No 06-046799-KL, dated 29 June 2006, (as amended) (the Credit Agreement), to the new creditor - the Investor - as of 2 August 2011. On closing of the Transaction whole debt of the Company amounting to EUR 27,900,000 (LTL 96,333,120) shall be covered. In the closing of the Transaction, the Investor will pay the above indicated Share issue price by way of set-off, i.e. by setting off the Company's debt to the Investor, arising from the Credit Agreement, and the Investor's debt to the Company for payment of the Shares. Also during closing of the Transaction, under the terms and conditions agreed between the Investor and the Shareholder, the Investor shall divest part of the claim rights to the Shareholder against the Company acquired from Swedbank amounting to LTL 5,261,036 (EUR 1,523,701), which will remain after payment of issue price for newly issued Shares. The Shareholder will cover part of the Company's losses by setting off the Company's debt to the Shareholder by making shareholder's contribution amounting to LTL 5,261,036 (EUR 1,523,701) for coverage of losses. Consequently it is planned that upon the closing of the Transaction, the Company's debts, in aggregate comprising LTL 96,333,120 (EUR 27,900,000), to both the Investor and the Shareholder will be covered (i.e. settled as payment for the shares in respect to the Investor and contributed as shareholder's contribution in respect to the Shareholder). It is expected that the remaining debt of the Company to Swedbank, arising from the Credit Agreement, shall be restructured and the Company and Swedbank shall sign new credit agreement on the closing date of the Transaction. If the closing of the Transaction takes place and the Investor acquires the Shares, then the Investor will announce an official mandatory tender offer to purchase the remaining voting shares of the Company. Moreover, subject to Article 31 (2) of the Law of the Republic of Lithuania on Securities, an official offer to purchase the shares of the Company's subsidiary Anykščių vynas owned by other owners than the Company will be announced. Please note that as the Company informed, pursuant to the information available to the Company, the provider of the mandatory tender offer is intending to apply to the Securities' Commission of the Republic of Lithuania with the request pursuant to Article 34 (3) of the Law of the Republic of Lithuania on Securities, and given the fact that the Company's financial situation is currently complicated, and aim that the price of the official mandatory tender offer should be established with reference to the weighted average market price in the regulated market and multilateral trading system within the period of 6 months before 7 September 2011 but not based on the Transaction price and simultaneously the acquisition price of the new Shares. The Company also informed that to the best of its knowledge, the Investor will soon apply to the Competition Council of the Republic of Lithuania with a request for permission to effect concentration by way of Investor's acquiring up to 100 % of shares in the Company. The Company also informed that the Company will continue to carry out its usual activities. There will be a respective notice on the further course of the Transaction. For any additional information please refer to Director Violeta Labutienė, tel.: 8-381 50299. |
|||
|