Akcin? bendrov? “UTENOS TRIKOTAŽAS”, legal entity code 183709468, registered address at J. Basanavi?iaus str. 122, Utena, Republic of Lithuania (hereinafter – the Company) hereby provides a notice to all shareholders of the Company informing about a possibility to acquire convertible bonds issued by the Company under terms and conditions stated herein below.
Basis for this notice – Notification of a Swedish company FR&R Invest AB (hereinafter – the Investor) “Regarding transfer of convertible bonds” as of 28 March 2014 and Agreement on Subscription of Convertible Bonds No 68946 between the Company and “Swedbank”, ABas of 11 January 2010 (hereinafter – the Agreement). Investor is the assignee of rights and obligations of “Swedbank”, AB arising out of the Agreement.
Information on bonds (hereinafter – Bonds)
Date of issue of Bonds – 11 January 2010;
Owner of Bonds – Swedish company FR&R Invest, AB;
Quantity of Bonds – 50 (fifty) units;
Bonds’ ISIN code – LT1000450007;
Par value of one Bond – EUR 68 640 (sixty eight thousand and six hundred forty euro);
Total par value of Bonds – EUR 3 432 000 (three million and four hundred thirty two thousand euro);
Discounted issue price of one Bond on the date of issue – EUR 32 574,32 (thirty two thousand and five hundred seventy four euro and thirty two euro cents);
Total discounted issue price of Bonds on the date of issue – EUR 1 628 716 (one million and six hundred twenty eight thousand seven hundred sixteen euro);
Annual interest rate of Bonds – 0 (zero) percent;
Average profitability of a Bond before redemption – 15 (fifteen) percent interest per annum, calculated on the basis of the discounted issue price of the Bonds. For this purpose, the interest shall be calculated on a monthly basis;
Bonds currency – Euro;
Starting date of validity of Bonds – 12 January 2010;
Term of validity of Bonds – 5 (five) years;
Redemption date (term) of Bonds – 12 January 2015;
Term for notifying the intendedconversion of Bonds into the shares – from 12 January 2010 till 11 December 2014 (inclusive).
Rights provided by the Bonds and other terms and conditions of Bonds issue: Rights provided by the Bonds and other terms and conditions of Bonds issue have been set by a resolution of the extraordinary general shareholders meeting of the Company as of 3 December 2009 (Annex No 1), afterwards partially amended by a resolution of the extraordinary general shareholders meeting of the Company as of 26 March 2014 (Annex No 2).
Persons possessing a pre-emptive right to acquire Bonds: the pre-emptive right to acquire Bonds under the terms and conditions hereof shall be held by the shareholders of the Company who were the shareholders of the Company at the end of the day, i.e. 17:00, of announcement of this notice at NASDAQ OMX Vilnius, i.e. 31 March 2014.
Terms and condition of acquisition of the Bonds in transfer under a pre-emptive right:
- all Bonds, i.e. all 50 (fifty) of hereinabove described Bonds are for sale;
- total price of Bonds – EUR 2 375 000 (two million three hundred and seventy five thousand euro); price of one Bond is EUR 47 500 (forty seven thousand and five hundred euro);
- the Bonds will be sold with all rights and obligations granted thereby except for (i) rights granted by the instruments (transactions) securing fulfilment of the Company’s liabilities under the Agreement – these will not be transferred to the buyer, and (ii) the Bonds will be sold only at the condition that buyer’s claim towards the Company to redeem the Bonds (as well as to execute all other payments related to the Bonds) shall be subordinated with respect to all financing that is granted by “Swedbank lizingas”, UAB, legal person code 111568069, to the Company according to all leasing agreements (financial lease agreements, agreements on lease with option to purchase). Mentioned subordination shall be executed as a written arrangement between the buyer, Company and “Swedbank lizingas”, UAB;
- the buyer shall only be entitled to claim the acquisition of all Bonds, i.e. only 50 (fifty) Bonds. Any applications to acquire less amount of Bonds shall be regarded as not submitted and shall not be further evaluated;
- the title to the Bonds shall be transferred to the buyer only after total price of Bonds is paid and after the buyer subordinates buyer’s claim towards the Company to redeem the Bonds (as well as to execute all other payments related to the Bonds) as specified above.
- Terms and conditions of payment of the price of Bonds – all the price of Bonds shall be paid to the Investor not later than 17 April 2014. In case the shareholders of the Company who claimed the acquisition of Bonds fail to pay the price of Bonds by the said date, the right to acquire the Bonds shall be deemed expired and Investor shall be entitled to sell the Bonds at its own discretion to third parties for a price not less than the price of the Bonds indicated herein.
Term to claim the acquisition of Bonds for the shareholders of the Company: the shareholders of the Company meeting the conditions set herein, shall be entitled to claim acquisition of all Bonds in transfer by providing a written application meeting the requirements set herein, to the Company, at the Company’s registered address (J. Basanavi?iaus str. 122, Utena), not later than the end of 9 April 2014, i.e. 17:00. Only applications meeting the requirements set herein and received by a Company by 17:00 of 9 April 2014 shall be deemed submitted. All applications received later (notwithstanding the time of dispatch) shall be deemed not submitted and will not be evaluated.
Requirements for the application to acquire Bonds by a pre-emptive right: only the shareholder of the Company meeting the requirements set herein is entitled to submit an application to acquire all Bonds. The application must be in Lithuanian and/or English. The application must contain a number of Bonds to be acquired – all Bonds, a price for Bonds – the price of Bonds indicated herein, obligation to pay a price for Bonds not later than 17 April 2014, and contact details to provide information to the shareholder on the results of evaluation of the application, at least – phone number and mailing address. Only original, i.e. originally signed applications, copies and/or certified copies of the application are not admitted and evaluated. The application must be signed by a shareholder personally (when a shareholder – a natural person) or by his/her duly authorised representative (the document proving the authorisations – original or a copy certified by a notary – must be attached to an application) or by a head of a legal person (when a shareholder – a legal person) or by its duly authorised representative (the document proving the authorisations – original or a copy certified by a notary – must be attached to an application).
Procedure of allocation of the Bonds for the shareholders: if the demand for Bonds exceeds the supply (i.e. more than one shareholder of the Company is willing to acquire the Bonds), the Bonds shall be allocated to the shareholders willing to acquire the Bonds proportionally to the amount of shares of the Company possessed by each such shareholder. In such case (i.e. when the demand for Bonds exceed the supply) the Company shall establish and notify to the Investor which shareholders of the Company willing to acquire Bonds shall become entitled to acquire Bonds and what amount of Bonds each of the shareholders is entitled to acquire. The Company shall follow the principles set forth below when establishing the shareholders entitled to acquire Bonds and the amount of Bonds allocated to each of such shareholder:
- the amount of Bonds allocated to each of the shareholders of the Company entitle to acquire Bonds shall be established by dividing a number of shares of the Company held by such shareholder by a total number of shares of the Company held by all shareholder that applied for acquisition of Bonds and multiplying the result by a quantity of Bonds;
- those shareholder of the Company who have a bond rate (coefficient) higher than 1 will be allocated the Bonds first; such shareholders shall become entitled to acquire a number of Bonds equal to a whole number of such coefficient (e.g. if the coefficient is 1.6, such shareholder shall first become entitled to acquire one Bond);
- if after allocation of Bonds as stated above not all Bonds are allocated (i.e. one or several Bonds are not allocated to any shareholder), the shareholders of the Company possessing highest fraction of the coefficient shall become entitled to acquire the remaining Bonds in decreasing order (i.e. if two Bonds remain unallocated, and a coefficient for shareholder A is equal to 1.75, a coefficient for shareholder B – 3.65 and for shareholder C – 5.70, shareholders A and C shall be allocated one Bond each);
- if a fraction of a coefficient is equal for several shareholders of the Company, the priority will be granted to a shareholder who has submitted the application to acquire Bonds earlier.
In any case, if the shareholders of the Company have exercised their pre-emptive right to acquire Bonds and the demand of Bonds exceeds the supply, each Bond (and in any case – not less and not more than all Bonds) shall be allocated to particular shareholders of the Company.
Procedure of informing the shareholders of the Company on the results of evaluation of their applications: the Company shall provide the results of evaluation of the applications and shall provide further instruction to the shareholders of the Company who have submitted applications, by sending notifications to the mailing addresses indicated in the applications not later than 11 April 2014.
This notice shall not be confidential.
For additional information on all questions stated in this notice, please contact Mr Saulius Rakauskis, a Director of Finance of akcin? bendrov? “UTENOS TRIKOTAŽAS”, tel. +370 389 51445.
Annexes to this notice:
Annex No 1 – Decisions of the extraordinary general shareholders meeting of akcin?bendrov? “UTENOS TRIKOTAŽAS” as of 3 December 2009;
Annex No 2 - Decisions of the extraordinary general shareholders meeting of akcin?bendrov? “UTENOS TRIKOTAŽAS” as of 26 March 2014.
