Imoniu grupe ALITA, AB - Notification on material event

Reagreements signed by the main shareholder of Įmonių grupė ALITA,AB with FR&R Invest IGA S.A.,(an investment company with Swedbank)

Alytus,Lietuva, 2011-09-07 11:14 CEST (GLOBE NEWSWIRE) -- Hereby we inform that
on 7 September 2011, the main shareholder and the chairman of the Board of
Įmonių grupė ALITA, AB (code 302444238, registered address Miškininkų g. 17,
Alytus, Republic of Lithuania) (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 AB ANYKŠČIŲ VYNAS
(code 254111650, registered address Dariaus ir Girėno g. 8, Anykščiai, Republic
of Lithuania) (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. 

Please be 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 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. 

To the best of our 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 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 General Director
Paulius Kibiša, tel.: (8 315) 57243.