AB “Vilniaus degtinė” (ISIN code LT0000112450, Panerių str. 47, Vilnius, Lithuania, company code 120057287) (hereinafter – the Company), received notification from its main shareholder Marie Brizard Wine & Spirits, that it will implement mandatory acquisition of AB “Vilniaus degtinė” shares, exercising its rights stated in article No. 42 of Law on Securities of Lithuanian Republic. Due to this fact and following part No. 8 of article No. 42 of Law on Securities, AB “Vilniaus degtinė” is submitting this notification.
Legal person performing mandatory acquisition os shares - Marie Brizard Wine & Spirits (40 Quai Jean Compagnon et 19 Bd Paul Vaillant Couturier 94200 Ivry-sur-Seine, France) (hereinafter – MBWS) acting together with Marie Brizard Wine & Spirits Polska sp z o o (Krakowiaków 48, 02-255, Warsaw, Poland) (hereinafter – MBWS Polska).
MBWS, owns 23 880 434 shares of AB “Vilniaus degtinė”, which is 97,84% (i.e. more than 95%) of all shares of AB “Vilniaus degtinė” (of which 29,55% MBWS owns directly and 68,29% through MBWS Polska) and owns 97,84% of voting rights in the general meeting of shareholders of the Company (according to data as of 9th of January, 2017).
MBWS demands, that all the remaining shareholders of the Company would sell shares of AB “Vilniaus degtinė” owned by them during 90 days from publishing notification about mandatory acquisition of the shares in VĮ Registrų centras issued electronic journal “Public announcement of legal entities”. Such notification will be published on 11th of January, 2017, due to this term for selling shares will end on 11th of April, 2017 (this will be the last day to sell shares). During this term shareholders has the right to contest price offered for the shares, according to procedures stated by Article 42 Part 13 of the Law on Securities.
For one ordinary registered share of the Company MBWS offers 0,432 EUR. The Price for shares of the Company is established in accordance with the Article 42 part 4 and Article 39 of the Law on Securities of the Republic of Lithuania – the price is the same which was paid during the mandatory tender offer. Price of mandatory acquisition of the shares is Approved by decision of Supervision Office Director, of Bank of Lithuania of 9th of January, 2017 No. 241-3.
Mandatory acquisition of shares MBWS will perform through AB Šiaulių bankas, in which MBWS will place an order to the market to buy the remaining shares of the Company, which shall be valid for 90 (ninety) days after the public notification about the mandatory acquisition, which will be published in VĮ Registrų centras issued electronic journal “Public announcement of legal entities” (that is from 11th of January, 2017 till 11th of April, 2017). Settlement for the shares shall be made in cash – T+2 (in the second day after the execution of the transaction). The shares can be sold at any day during the announced mandatory sale of shares. If any of the shareholders fail to sell their shares, MBWS shall request that the shares of the Company which were not sold would be recorded to the securities account of MBWS, i.e. that would be made records regarding the transfer of ownership to the shares to MBWS. Settlement for such shares shall be performed after the ruling of the court comes into effect, from the money which shall be deposited at the special account. Each shareholder which will not sell its shares shall be notified about this separately.
Any shareholder of the Company may find the documents (that were the basis of setting the price for the shares) in the Company during the working hours of the Company.
Attached: MBWS notification about mandatory acquisition of the shares
General Manager
Dovilė Tamoševičienė
852330819
