AUGA (AUG): Agreements on the implementation of the option agreements regarding shares of AUGA group, AB have been signed - raport 115

Raport bieżący nr 115/2016

Podstawa Prawna:


As AUGA group, AB (hereinafter, the “Company”) informed by its notifications of a material event dated 12, 22 September 2016 and other related material event notifications, Baltic Champs Group, UAB, which is a shareholder of the Company (hereinafter, the “Buyer”), signed 7 agreements on granting options in the future regarding shares in the Company and these options were exercised. Relevant agreements were made with (hereinafter each of them individually referred to as a “Seller”, whereas all of them collectively – as the “Sellers”):

1. Vretola Holdings Limited, registered in the Republic of Cyprus, legal entity code HE270472 (the number of the option shares: 27,511,660);

2. UAB Eastern Agro Holdings, registered in the Republic of Lithuania, legal entity code 300125868 (the number of the option shares: 8,728,512);

3. Harberin Enterprises Limited, registered in the Republic of Cyprus, legal entity code HE 268672 (the number of the option shares: 2,000,000);

4. Volemer Holdings Limited, registered in the Republic of Cyprus, legal entity code HE 268133 (the number of the option shares: 28,440,895);

5. Domantas Savičius (the number of the option shares: 766,857);

6. Marius Žutautas (the number of the option shares: 435,000);

7. Vladas Bagavičius (the number of the option shares: 645,000).

The Company hereby informs that based on funding structure upon request of the Buyer to modify and clarify the terms and conditions of the implementation of all the options indicated above (except for that of UAB Eastern Agro Holdings), on 16 December 2016 the parties to the agreements entered into agreements on implementation of the option agreements, where they agreed that the Buyer would acquire shares of the Company from the Sellers not directly, as provided for in the option agreements, but through other dedicated and individually controlled by respective Sellers companies.

In the signed agreements, the parties, inter alia, agreed that:

1. Option shares of the Company held by the Sellers will be transferred to the companies controlled by them, increasing their authorised capitals and paying for their newly issued shares with in-kind contributions (option shares of the Company held by a relevant Seller):

(i) option shares held by Vretola Holdings Limited (27,511,660 shares) will be transferred to Valgertas UAB, legal entity code 304310540;

(ii) option shares held by Harberin Enterprises Limited (2,000,000 shares) will be transferred to Milguva UAB, legal entity code 304310533;

(iii) option shares held by Volemer Holdings Limited (28,440,895 shares) will be transferred to Velmatas UAB, legal entity code 304310565;

(iv) option shares held by Domantas Savičius, Marius Žutautas and Vladas Bagavičius (1,846,857 shares in total) will be transferred to Senandra UAB, legal entity code 304310558.

2. It has been established that the value of each of the shares of the Company in increasing the authorised capitals of the above-mentioned companies will be EUR 0.450.

3. After the Sellers transfer option shares of the Company held by them, as indicated in paragraphs 1-2 above, the Buyer will acquire from the Sellers (except for UAB Eastern Agro Holdings) not shares of the Company directly, but shares of the above-indicated 4 companies (Valgertas UAB, Milguva UAB, Velmatas UAB and Senandra UAB).

Under agreements signed regarding purchase of shares of the companies indicated in items (i) and (ii) above (Valgertas UAB and Milguva UAB), if their purchase price is paid by 15 January 2017, the purchase price consists of 2 parts:

he main purchase price, which is calculated by multiplying EUR 0.622 by the number of shares of the Company held by a relevant enterprise;

the additional purchase price – 15% annual interest on the amount calculated by multiplying EUR 0.622 by the number of shares of the Company held by a relevant enterprise, which will accrue for the period from 15 November 2016 until payment of the main purchase price to the Seller.

Under the said agreements (Valgertas UAB and Milguva UAB), if the Buyer does not pay the main purchase price by 15 January 2017, then the purchase price of the shares will be calculated by multiplying EUR 0.721 by the number of shares of the Company held by a relevant enterprise.

Under agreements signed regarding purchase of shares of the companies indicated in items (iii) and (iv) above (Velmatas UAB and Senandra UAB), if their purchase price is paid by 15 January 2017, the purchase price consists of 2 parts:

the main purchase price, which is calculated by multiplying EUR 0.579 by the number of shares of the Company held by a relevant enterprise;

the additional purchase price – 15% annual interest on the amount calculated by multiplying EUR 0.579 by the number of shares of the Company held by a relevant enterprise, which will accrue for the period from 15 November 2016 until payment of the main purchase price to the Seller.

Under the said agreements (Velmatas UAB and Senandra UAB), if the Buyer does not pay the main purchase price by 15 January 2017, then the purchase price of the shares will be calculated by multiplying EUR 0.666 by the number of shares of the Company held by a relevant enterprise.

Notice -no such agreement has been signed with the Seller UAB Eastern Agro Holdings, but the price calculation has been changed.

It was established that additional purchase price – 15% annual interest on the amount calculated by multiplying EUR 0.622 by the number of shares of the Company held by a relevant enterprise, which will accrue for the period from 15 November 2016 until payment of the main purchase price to the Seller UAB Eastern Agro Holdings.

And if the Buyer does not pay the main purchase price by 15 January 2017, then the purchase price of the shares will be calculated by multiplying EUR 0.721 by the number of shares of the Company held by a Seller UAB Eastern Agro Holdings.

Under all the above-mentioned agreements , the title to shares of the above-indicated companies will pass from the Seller to the Buyer at the moment of payment of the main purchase price to the respective Seller.