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2010-08-19 21:02:27 CEST 2010-08-19 21:03:23 CEST REGULATED INFORMATION Agrowill Group AB - Notification on material eventAdditional information of Agrowill Group AB on the agenda and draft decisions of the Extraordinary General Meeting to be convened on 23 August 2010On 12 August 2010, Agrowill Group AB (hereinafter “the Company”) provided information on supplementation of the agenda of the Extraordinary General Meeting of the Company to be convened on 23 August 2010. Considering information disseminated by the mass media and its interpretations that might have resulted in a marked increase in interest in the Company's shares in the regulated market, the Company considers it to be necessary to provide additional clarifications regarding the publicly disclosed information as well as explain the motives and reasons for the decision to supplement the agenda of the General Meeting. On the initiative of a shareholder of the Company, the General Meeting is, inter alia, proposed to increase the authorised capital of the Company from LTL 27,687,747 to LTL 63,313,960 by issuing 35,626,213 registered ordinary shares of the Company with a par value of LTL 1 each or LTL 35,626,213 in total. Shareholders are proposed to establish that payment for the new issue of shares must be made in the form of cash contributions. The Board of the Company is charged with establishing other conditions of the issue of shares not discussed in decisions of the General Meeting (time limits for the distribution of shares, the procedure for paying the issue price, etc.). This is in line with the Company's strategic objectives to strengthen its capital base. Taking account of the fact that restructuring proceedings came into force on 20 May 2010 and the Company's restructuring plan (approved by creditors) must be submitted to the court by 20 September 2010, the amount of the authorised capital of the Company is particularly important during the preparation of a final version of the plan. The plan must be submitted to creditors for consideration by 5 September 2010. In the event that the present shareholders exercise their pre-emptive right and only after that other investors are offered shares, this could disrupt the Company's restructuring process and pose a real threat that the objective to strengthen the capital base of the Company and reduce debt obligations would not be implemented. If all shareholders of the Company had pre-emptive rights to acquire new shares of the Company, the Company would be able to offer its shares to potential investors only after the Securities Commission of the Republic of Lithuania has approved the prospectus of the Company's new issue of shares and upon the expiry of the minimum time limit for exercising the pre-emptive right to subscribe to newly issued shares established by law, i.e. no earlier than 27 September 2010. Therefore, the Board of the Company has decided to take into account the shareholders' initiative and present the General Meeting with a draft decision on withdrawing the pre-emptive right of the current shareholders of the Company to acquire newly issued shares and granting such a right to potential investors that have presented proposals on investment in the Company. The Company will publicly disclose all information related to decisions to be taken during the meeting on 23 August 2010 in accordance with the procedure laid down in legal acts. Vladas Bagavičius Member of the Board +370 5 233 5340 |
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