Raport bieżący nr 43/2014
AB Agrowill Group (hereinafter, the Company) hereby informs that on 15 April 2014 the documents regarding closing of the transaction on merger of the Company with other companies was signed according to the Framework Merger Agreement, dated 14 February 2014 (hereinafter, the Agreement), as it is foreseen in the Company’s notification on material event of 20 February 2014.
During the closing of the transaction under the Agreement inter alia the following actions were executed:
(i) The Company has signed with Baltic Champs Group, UAB the Share Subscription Agreement of new shares, being issued under the decisions of the extraordinary general meeting of shareholders of the Company, dated 13 March 2014 (hereinafter, the New Shares), according to which Baltic Champs Group, UAB subscribed 88,444,014 New Shares (total issue price LTL 88,444,014), as well as paid for them with 100% Baltic Champs, UAB block of shares, consisting of 629,100 ordinary registered shares LTL 100 par value each;
(ii) The Company has signed with Vretola Holdings Limited the Share Subscription Agreement of New Shares, according to which Vretola Holdings Limited subscribed 14,151,252 New Shares (total issue price LTL 14,151,252), as well as paid for them with 100% UAB eTime invest block of shares, consisting of 6,856,500 ordinary registered shares LTL 1 par value each;
(iii) Apart from subscription of the New Shares Baltic Champs Group, UAB additionally acquired from Vretola Holdings Limited a block of Company’s 5,622,488 shares for a total price of LTL 5,622,488;
(iv) Under the Share Sale-Purchase Agreement, concluded by the Company and Kęstutis Juščius, the Company has acquired from the seller 100% of shares of agricultural companies owned by him – UAB AGRO Ramučiai (legal entity code 302854479) and UAB Luganta (legal entity code 300045023). The total price of these shares is LTL 5,705,215, out of which LTL 356,867.45 will be paid for shares of UAB AGRO Ramučiai and LTL 5,348,347.55 – for shares of UAB Luganta;
(v) The Company has entered into the Shareholders’ Agreement with Volemer Holdings Limited, Vretola Holdings Limited, UAB “Eastern Agro Holdings”, UAB Sauledra, Romualdas Antanas Petrošius, Aldona Petrošienė, Jurgis Petrošius, Marius Žutautas, Vladas Bagavičius, Domantas Savičius and Baltic Champs Group, UAB, which, in addition to the issues of the management of the Company, also establishes that after the closing of the merger transaction under the Agreement, the mandatory tender offer to buy the remaining voting shares of the Company will be submitted and implemented by the above-indicated current shareholders of the Company together with the new shareholder Baltic Champs Group, UAB pro rata to the number of the Company shares held by them.
The Company further informs that on 15 April 2014 the Articles of Association of the Company with the increased authorised capital to up to LTL 187,416,252 were registered with the Register of Legal Persons, and the Central Securities Depository of Lithuania announced a stock event regarding registration of the New Shares (102,595,266 units). Taking into consideration the aforementioned, on 17 April 2014 the New Shares should be registered with the depository and automatically introduced into trading on the Secondary List of AB NASDAQ OMX Vilnius. The same procedures will follow with Polish National Depository for Securities - KDPW and Warsaw Stock Exchange.
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