2011-09-07 12:29:11 CEST
2011-09-07 12:30:14 CEST
REGULATED INFORMATION
Imoniu grupe ALITA, AB - Notification on material event
Draft decisions of the extraordinary general meeting of shareholders to be convened on 3 October 2011
Alytus, Lithuania, 2011-09-07 12:29 CEST (GLOBE NEWSWIRE) -- On 7 September
2011 the board of Įmonių grupė „ALITA“, AB (enterprise code 302444238,
registered office Miškininkų g. 17, Alytus, Lithuania) (the Company) adopted
the following decisions:
1. To convene the extraordinary general meeting of shareholders on 3 October
2011 at 10 a.m in the Company's headquarters at
Miškininkų g. 17, Alytus, the Republic of Lithuania. To establish that
accounting date of the extraordinary general meeting of shareholders is 26
September
2011 and the record date of property rights of shareholders is 17 October
2011. The notification about the extraordinary general meeting of
shareholders to be convened on 3 October 2011 shall be announced publicly
on 7 September 2011.
2. To approve the following agenda of the extraordinary general meeting of
shareholders:
2.1.Reduction of the share capital of the Company.
2.2.Approval of the new wording of the articles of association of the Company
with regard to decrease of the share capital of the Company.
2.3.Increase of the share capital of the Company.
2.4.Revocation of pre-emption right of the shareholders of the Company to
acquire the New Shares.
2.5.Formation of the Company's supervisory council and election of its members.
2.6.Approval of the new wording of the articles of association of the Company
with regard to increase of the share capital and formation supervisory council
of the Company.
2.7.Coverage of the losses of the Company by additional contributions made by
the shareholders.
2.8.Implementation of decisions.
3.To propose the following draft decisions according to the agenda of the
extraordinary general meeting of shareholders:
3.1.Reduction of the share capital of the Company.
Draft decision
1. To reduce the share capital of the Company from LTL 27,153,793 to LTL
3,126,000.
2. The purpose of the reduction of the share capital of the Company - to cancel
the losses recorded in the balance sheet of the Company.
3. The way of reduction of share capital of the Company - cancellation of the
Companies' shares.
4. Number of shares owned by the shareholders of the Company is reduced in the
following order:
4.1.The shares are cancelled to all the shareholders of the Company in
proportion to the nominal value of shares owned by them.
4.2.The number of shares attributable to the shareholders, who at the end of the
day of registration of amended Company's articles of association hold more than
1 share, shall be calculated by multiplying the number of shares, held by the
shareholder at the end of the day of registration of amended Company's articles
of association, by the coefficient 0.11512203 (reduced share capital divided by
the current share capital, eight digits after the decimal point) and rounding
off in the following order:
(i) if the fractional part of the number of shares is equal to 0.5 or more - the
number of shares shall be rounded up to the whole number;
(ii) if the fractional part of the number of shares is less than 0.5 - the
number of shares shall be rounded down to the whole number (in such case the
existing difference between the whole number and its fractional part shall not
be compensated).
4.3.The Shareholders, who under the rules on share exchange stipulated in this
decision after rounding-off are attributed the number of shares (hereinafter -
the Calculated number of shares) lesser than 1, shall be left with 1 share of
the Company.
4.4.If the Calculated number of shares to all the shareholders exceeds
3,126,000, i.e. the number of shares in the Company after reduction of the
Company's share capital (hereinafter - the Maximum number of shares), the
number of shares to the shareholder, who holds the biggest Calculated number of
shares, shall be reduced by the number equal to the difference between the
Calculated number of shares to all the shareholders and the Maximum number of
shares in order the Companies' share capital be constituted from the Maximum
number of shares.
4.5.If the Calculated number of shares to all the shareholders is less than the
Maximum number of shares, the number of shares to the shareholder, who holds
the biggest Calculated number of shares, shall be increased by the number equal
to the difference between the Calculated number of shares to all the
shareholders and the Maximum number of shares in order the Companies' share
capital be constituted from the Maximum number of shares.
5. Prior to presentation of documents to the registrar of the Register of Legal
Entities for registration of documents regarding reduction of the share
capital, an application shall be submitted for suspension of the trading in
shares of the Company in AB NASDAQ OMX Vilnius stock exchange. It is intended
to suspend the trading in shares of the Company until the day on which the
registrar of the Register of Legal Entities registers the articles of
association of the Company with indicated reduced share capital and the Central
Securities Depository of Lithuania makes adjustments of general securities
account, unless it would be necessary to suspend the above trading for a longer
period.
6. To establish that after the reduction of the share capital of the Company,
the share capital of the Company shall be divided into 3,126,000 ordinary
registered shares with a par value of LTL 1 each.
3.2.Approval of the new wording of the articles of association of the Company
with regard to decrease of the share capital of the Company.
Draft decision
To approve the new wording of the articles of association of the Company with
regard to decrease of the share capital of the Company (Annex 1).
3.3. Increase of the share capital of the Company.
Draft decision
1. In accordance to the Part 5 of the Article 52 of the Law on Companies of the
Republic of Lithuania and taking into account the decision on reduction of the
share capital of the Company, to increase the share capital of the Company from
LTL 3,126,000 up to LTL 20,000,000.
2. The share capital is being increased by issuing 16,874,000 ordinary
registered shares of the Company with a par value of LTL 1 each (the New
Shares).
3. Settlement for the New Shares will be executed by the monetary consideration.
4. Taking into account the decision on reduction of the share capital of the
Company, after the issue of the New Shares, the share capital of the Company
shall be divided into 20,000,000 ordinary registered shares with a par value of
LTL 1 each.
5. The total issue price of the New Shares is equal to LTL 91,072,084. (the New
Shares Price). The issue price of each New Share is LTL 5.3971841.
6. To set that the period for subscription of shares is 1 month as of the date
of signing of this resolution.
3.4. Revocation of pre-emption right of the shareholders of the Company to
acquire the New Shares.
Draft decision
1. In accordance to the Part 5 of the Article 57 of the Law on Companies of the
Republic of Lithuania, to withdraw the pre-emption right of all the
shareholders of the Company to acquire the New Shares.
2. To give the right to acquire the New Shares to FR&R Invest IGA S.A.
Luxemburg, organised and existing under the laws of Luxemburg, company code
B161760, with the head office situated 3a Rue Guillaume Kroll, L-1882, in
Luxemburg (FR&R). The pre-emption right is withdrawn seeking to grant to
the Company's creditor FR&R the right to subscribe and acquire all New
Shares, by paying for them the New Shares Price in the way of set-off.
3. To establish that all terms of subscription of New Shares shall be
established in the separate New Shares subscription agreement, which shall be
executed between the Company and the FR&R.
4. To assign the general director of the Company in his own discretion to
establish any and all terms of the agreement for subscription for the New
Shares and on behalf of the Company to execute the agreement for subscription
for the New Shares.
3.5. Formation of the Company's supervisory council and election of its members.
Draft decision
1. To form in the Company a collegial supervisory body - the supervisory
council.
2. To elect the persons named below as members of the supervisory council for 4
years term:
(i) Vytautas Junevičius, the citizen of the Republic of Lithuania, personal
number [______], residence at [______], Lithuania;
(ii) [______], the citizen of [_____], personal number [______], residence at
[______];
(iii) [______], the citizen of [______], personal number [______], residence at
[______];
(iv) [______], the citizen of [______], personal number [______], residence at
[______].
Members of the supervisory council start commence their activities from the date
of registration of the amended articles of association of the Company (Annex
2).
3.6. Approval of the new wording of the articles of association of the Company
with regard to increase of the share capital and formation supervisory council
of the Company.
Draft decision
To approve the new wording of the articles of association of the Company with
regard to increase of the share capital of the Company and formation of the
supervisory council (Annex 2).
3.7.Coverage of the losses of the Company by additional contributions made by
the shareholders.
Draft decision
1. To cover part of the cumulate losses of the Company in the amount of LTL
5,261,036by additional contribution of the Company's shareholder Vytautas
Junevičius amounting to LTL 5,261,036.
2. The decision to cover part of losses of the Company from additional
contribution made by the shareholder Vytautas Junevičius shall come into force
only in the event if and only on the day when (a) all decisions indicated in
items 3.3, 3.4 and 3.6 of the agenda of the Meeting relating to the increase of
the Company's share capital shall be fully implemented and (b) new wording of
the articles of association of the Company as regards to increase of the share
capital of the Company shall be registered within the Register of Legal
Entities of the Republic of Lithuania (Annex 2).
3.8. Implementation of the decisions
Draft decision
To assign the general director of the Company to perform any and all the
actions in relation to the reduction and increase of the share capital of the
Company, as well as to sign the new wordings of the articles of association of
the Company and to register the new wordings of the articles of association
with the Register of Legal Entities of the Republic of Lithuania, to apply
regarding the registration of the New Shares and to perform all requisite
actions for the implementation of signing of New Shares (if necessary, the
board is authorised), also to prepare, sign and submit the Register of Legal
Entities of the Republic of Lithuania and (or) other authorities all necessary
documents and take all necessary steps required to implement the above
decisions. The general director of the Company (if necessary, the board) shall
be entitled to re-authorise (to issue the power of attorney to) any other
persons to perform any of the abovementioned actions.
Annex:
1. The new wording of the articles of association of the Company with regard
to decrease of the share capital of the Company;
2. The articles of association of the Company with regard to increase of the
share capital of the Company and formation of the supervisory council.
Additional information is provided by the General Director Paulius
Kibiša, tel. (8 315) 57243.
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