AUGA (AUG): Approved prospectus of public offering of shares of AUGA group, AB and their admission to regulated markets - raport 144

Raport bieżący nr 144/2018

Podstawa Prawna:
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE STOCK EXCHANGE RELEASE.

AUGA group, AB

Prospectus/Announcement of Prospectus

Approved prospectus of public offering of shares of AUGA group, AB and their admission to regulated markets

On 2 July 2018 the Bank of Lithuania approved the prospectus of public offering of ordinary registered shares of AUGA group, AB (hereinafter, the “Company”) and their admission to trading on the regulated markets (hereinafter, the “Prospectus”, please see the attached documents) and passported thereof to the Polish Financial Supervision Authority.

The approved Prospectus is designated to (i) the public offering of up to 40,000,000 newly issued ordinary registered shares and up to 20,000,000 existing ordinary registered shares of the Company and (ii) of the admission of up to 40,000,000 newly issued shares of the Company to trading on AB Nasdaq Vilnius and on the Warsaw Stock Exchange.

The decision with regards to issue of new shares of the Company, public offering and admission thereof to trading on regulated markets has been adopted in the extraordinary general meeting of shareholders of the Company on 28 March 2018 (as partly amended on 30 April 2018, also which may be partly amended on 16 July 2018, if the convened general meeting of shareholders of the Company will approve the respective amendments) and has been detailed by the decisions of the Board of the Company.

Following the Prospectus, the offering consists of a public offering to retail investors in Lithuania, private offering to institutional or qualified investors, and private offering to individually identified non-institutional and non-qualified investors. The above institutional offering and the private offering are not public and will be conducted in reliance on the appropriate exemptions in those jurisdictions where they will be conducted. The offer shares are not offered publicly in any country other than Lithuania.

The subscriptions from retail and institutional investors are due to be accepted by all Nasdaq Vilnius members from 3 July till 20 July. Shares are offered in the price range between EUR 0.45 and EUR 0.50 per share. The final offer price will be the same to all investors. Detailed conditions on provision of orders and payment thereof as well as allotment of offer shares are indicated in the Prospectus.

Determination and announcement of the final offer price, final number of the offer shares and the allotment between the retail and institutional investors shall be established and announced on or about 23 July 2018.

The Company also informs that as it is indicated in the Prospectus, currently the issue regarding the valuation of shares in UAB “eTime invest” as described in the emphasis of matter paragraph of the auditor’s reports on the group’s and the Company’s consolidated and separate financial statements for the years ended 31 December 2017, 2016 and 2015 is fully resolved and there is no dispute anymore regarding payment for previously issued shares of the Company. Thus, all of them are fully paid-up.

IMPORTANT NOTICE:

This notification is not for distribution to United States newswire services or for dissemination in the United States, Canada, Japan or Australia or elsewhere where such dissemination is not appropriate.

Distribution of this announcement and other information in connection with the public offering may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

No offer or invitation to acquire securities of the Company is being made by or in connection with this notification. Any such offer is made solely by means of the Prospectus and the Prospectus is the only legally binding document containing information on the Company and on the public offering of the Company’s shares. The Prospectus is published on the website of the Company (www.auga.lt), and (for information purposes only) on the website of LHV Pank AS, acting as the Global Lead Manager (www.lhv.ee) and as a material event notification on www.nasdaqbaltic.com, www.crib.lt, www.gpwinfostrefa.pl and at www.gpw.pl.

Furthermore, the Prospectus has been prepared on the basis that there will be no public offers of the Company’s shares, other than the offering to the public in the territory of the Republic of Lithuania in accordance with the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as implemented in Lithuania.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to US persons unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the securities will be made in the United States.

CEO:

Linas Bulzgys

+370 5 233 5340

Annexes:

Prospectus (in English only)

Decision of the LB on approval of the Prospectus

Translation of the summary to the Prospectus into Lithuanian

Translation of the summary to the Prospectus into Polish

Załączniki