Grigiskes AB - Notification on material event

GRIGISKES AB: decisions of General Meeting held on 26-04-2013.

Vilnius, Lithuania, 2013-04-26 14:57 CEST (GLOBE NEWSWIRE) -- The General
Meeting of shareholders of GRIGISKES AB was held on 26-04-2013. The meeting
heard the consolidated annual report of the Company for the year 2012 and the
Auditor's report for the year 2012 and made the following decisions: 

  -- to approve the set of consolidated annual financial statements and annual
     financial statements of the Company for the year 2012.
  -- to approve the appropriation of Company's profit for the year 2012: for
     dividends to distribute LTL 0.02 (0.006 EUR) per ordinary registered share
     and to pay in total LTL 1,200,000 (347,544 EUR) of dividends, to
     appropriate LTL 424,093 (122,825 EUR) to the legal reserves and to
     appropriate LTL 230,000 (66,613 EUR) for tantiems to the members of the
     Board and Supervisory council.
  -- to increase the authorised capital of the Company with additional
     contributions from LTL 60,000,000 (sixty million litas) to LTL 65,700,000
     (sixty five million seven thousand hundred litas), by issuing no more than
     5,700,000 (five million seven hundred thousand) ordinary registered shares
     LTL 1 (one litas) par value each (hereinafter, the “New Shares”).

The minimal issue price of each newly issued ordinary registered share of the
Company, the total number of which may be up to 5,700,000, is LTL 1 (one
litas). The total minimal issue price of the New Shares is up to LTL 5,700,000
(five million seven hundred thousand), depending on the final number of the
issued New Shares. 

If not all the New Shares are subscribed for within the period intended for
subscription for the shares, the authorised capital of the Company will be able
to be increased by the total par value of the newly subscribed shares. In this
case, the Board of the Company will have the discretion to decide whether, in
case not all the New Shares are subscribed for, the increase of the authorised
capital of the Company is to be regarded as having taken place and (if yes) the
authorised capital of the Company must be increased by the total par value of
the newly subscribed shares. 

To instruct the Board of the Company to draft and establish the detailed
conditions and procedure of subscription and payment for the New Shares which
will have to indicate that the shares of the Company will be offered to aquire
to persons who shall be shareholders of the Company at the close of 22 May,
2013 or at the close of other date established by the Board of the Company in
proportion to the number of the shares owned by themas well as to other
investors and to determine other conditions of offering the new share issue
that have not been discussed in the resolution of the general meeting of
shareholders (including, without limitation, the final issue price of the New
Shares, the final number of the issued New Shares, etc.). 

To initiate the admission of all the newly issued shares to the Main List of AB
NASDAQ OMX Vilnius and to authorise the Board of the Company to perform any and
all related actions, including, without limitation, to approve and to present
to the Bank of Lithuania the prospectus for placement of the shares of the
Company and admission of the New Shares to the regulated market (the Main List
of AB NASDAQ OMX Vilnius) for approval. 

  -- following paragraph 1(15) of Article 20 and paragraph 5 of Article 57 of
     the Law of the Republic of Lithuania on Companies, also referring to the
     announcement of the Board of the Company regarding the withdrawal of the
     pre-emptive right of the Company's shareholders to acquire newly issued
     shares of the Company and granting of the right to acquire the shares, to
     withdraw the pre-emptive right of all the shareholders of the Company to
     acquire up to 5,700,000 (five million seven hundred thousand) ordinary
     registered shares issued by the Company.

The Company is considering raising additional equity capital via a public
placement to current shareholders as well as other investors to finance
expansion of its operations, to strengthen its shareholders' base and to
increase the liquidity of the shares of the Company in the secondary market. To
accomplish this goal, the Company proposes the increase of the authorised
capital of the Company as well as withdrawal of the pre-emptive right of its
current shareholders. 

To analyse the available options and to secure the required assistance in
placing the shares, the Company has retained UAB FMĮ "Orion securities", a
private limited liability company, legal entity code 122033915, the address of
the registered office at Tumėno g. 4, Vilnius (hereinafter, “Orion”), to act as
an Arranger and a Lead Manager of the potential transaction. 

The Company is proposing to undertake a public placing to current shareholders
(by withdrawal of the pre-emptive right) as well as other investors, which it
considers to be a practical decision for raising additional equity and securing
the possibility of the current shareholders' of the Company participation in
the placement. Furthermore, the indicated structuring of the transaction
(including withdrawal of the pre-emptive right) would ensure that the Company
is flexible with its timing as well as with its length, as such transaction
would not be subject to any certain restrictions on the earliest date of
starting the offering and the shortest period of subscription for shares. 

Due to the nature of the envisaged transaction, Orion may need to borrow a
certain amount of existing shares from one of the current shareholders to
facilitate settlement of the transaction. It is intended that such borrowed
shares will be used for settlement with investors, whilst the Arranger will use
the proceeds to subscribe for the new issue shares and return the shares to the
lender. 

For the reasons indicated above and as a technical measure, it is sought to
withdraw the pre-emptive right of the current shareholders of the Company to
acquire the shares to be newly issued and to grant the right to acquire such
shares to Orion. It is hereby suggested to grant Orion the right to subscribe
for and acquire newly issued shares of the Company (up to 5,700,000) in its
contemplated role of the Arranger. 

Furthermore, for the purpose of the aforementioned potential transactions, a
current shareholder of the Company UAB “GINVILDOS INVESTICIJA”, legal entity
code 125436533, the address of the registered office at Turniškių st. 10A-2,
Vilnius, consented to lend a relevant amount of the outstanding and paid shares
of the Company, equal to the maximum number of the New Shares to be issued
during this increase of the authorised capital of the Company (i.e. up to
5,700,000 shares), to Orion in its contemplated role of the Arranger. 

  -- with regard to the adopted resolution to increase the authorised capital of
     the Company, to amend paragraphs 3.1 and 4.1 of the Articles of Association
     of public limited liability company “GRIGIŠKĖS” and to read them as
     follows:

“3.1. The authorised capital of the Company shall be equal to LTL 65,700,000
(sixty five million seven hundred thousand litas).” 

“4.1. The authorised capital of the Company shall be divided into 65,700,000
(sixty five million seven hundred thousand) ordinary registered shares. The par
value of one share shall be equal to LTL 1 (one litas).” 

If not all the New Shares are subscribed for during the intended share
subscription period and the Board of the Company decides to hold that the
increase of the authorised capital of the Company has still taken place, the
Board of the Company will amend the amount of the authorised capital and the
number of shares indicated in the Articles of Association of the Company
accordingly. 

With regard to the resolution above, to amend the Articles of Association of AB
“GRIGIŠKĖS”, approving their new wording, and to authorise the President of the
Company Gintautas Pangonis to sign the Articles of Association. 


         Gintautas Pangonis
         President of GRIGISKES AB
         (+370-5) 243 58 01

Attachments:

Set of consolidated annual financial statements and annual financial statements of the Company for the year 2012.pdf