SUMMARY CIRCULAR OF “LIMARKO”, UAB FOR THE VOLUNTARY TAKEOVER BID REGARDING THE SHARES OF “LIMARKO LAIVININKYSTES KOMPANIJA” AB
1. The date of the approval of the circular of the takeover bid
On 3 September 2013 the Bank of Lithuania approved the circular of “Limarko” UAB (hereinafter – the Offeror) for the voluntary takeover bid regarding the shares of “Limarko laivininkystes kompanija” AB (hereinafter – the Issuer).
2. Commencement and completion of the implementation of the takeover bid
The implementation of the voluntary takeover bid shall commence on 9 September 2013 and shall end on 23 October 2013.
3. Name, legal form, company code, office address, telephone and fax numbers, email address and the website address of the offeree company
Name: public limited liability company “Limarko laivininkystes kompanija” Legal form: public limited liability company Company code: 140346648 Office address: Naujoji Uosto str. 8, LT-92125 Klaip?da, Lithuania Telephone number: +370 46 340001 Fax number: +370 46 341195 Email address: info@limarko.com Website address: http://www.limarko.com/shipping.php?en=start
4. Data of the offeror:
Name: private limited liability company “Limarko” Legal form: private limited liability company Company code: 140765379 Office address: Naujoji Uosto str. 8, LT-92125 Klaip?da, Lithuania Telephone number: +370 46 340001 Fax number: +370 46 341195 Email address: info@limarko.lt Website address: http://www.limarko.com/limarko.php?en=start
5. The period of the execution of the takeover bid (in days)
The period of the execution of the Takeover bid shall be 45 (forty five) calendar days.
6. Minimum and maximum number of the offeree company’s securities intended to be purchased by type and class, ISIN code; the number of securities intended to be purchased, the failure to deposit which by the owners of the securities of the offeree company will result in the failure of the takeover bid (to be reported in case of a voluntary takeover bid)
The maximum number of the Issuer’s ordinary registered shares intended to be acquired – all (at the time of the signing of the circular – 500 307 (five hundred thousand and three hundred seven) shares) the remaining ordinary registered shares (ISIN code LT0000119646) with nominal value of LTL 1 (one Litas). The minimum number of the Issuer’s ordinary registered shares intended to be acquired – 1 (one) ordinary registered share (ISIN code LT0000119646) with nominal value of 1 (one) Litas each. The Takeover bid shall be completed if at least 1 (one) ordinary registered share will be tendered for sale.
7. Way of payment for the offeree company’s securities being acquired (cash, securities or combination of cash and securities)
The payment for the Issuer’s ordinary registered shares shall be made in cash.
8. Price (the exchange rate in case the settlement is effected in securities or a combination of cash and securities, i.e. the whole number of cash and securities offered for exchange per one security of the offeree company) at which the offeree company’s securities will be purchased (the takeover bid price). In case of a voluntary takeover bid, where the settlement is effected in securities the price shall be also expressed in cash
The Takeover bid price is EUR 0.12 (twelve Euro cents) (equivalent in Litas – LTL 0.414) per 1 (one) ordinary registered share of the Issuer (ISIN code LT0000119646) with nominal value of LTL 1 (one Litas) each.
9. Compensation offered for all losses of the right holders arising from the implementation of the requirements under Article 36(1)-(5) of the Law on Securities (method of determining compensation, and method of payment)
Not applicable.
10. Circumstances which do not directly depend on the offeror but which cause the execution of the takeover bid
Circumstances affecting the implementation of the Takeover bid and which do not directly depend on the Offeror are not known.
11. The offeror’s plans and intentions with regard to the offeree company or its controlled enterprises if the takeover bid is successful:
11.1. continuation of business activities of the offeree company - Continuation of current business activities is intended.
11.2. restructuring (change of management structure), reorganization or liquidation of the offeree company’s business - Restructuring (change of management structure), reorganization or liquidation of the offeree company’s business is not intended. The Offeror shall consider the possibility of the squeeze-out procedure, if, after the implementation of the Takeover bid, the Offeror holds more than 95% of the votes at the General Meeting of the Issuer. The Offeror shall also consider the possibility of the squeeze-out procedure, if after the implementation of the Takeover bid the Offeror holds more than 95% of the votes at the General Meeting of the Issuer, although less than 90% of the shares subject to this Takeover bid are purchased during the Takeover bid. The Offeror has pledged 7 400 514 (seven million four hundred thousand five hundred fourteen) shares of the Issuer. They constitute 91.73% of all shares of the Issuer held by the Offeror at the time of the signing of the circular. These shares are pledged to secure proper performance of the Issuer’s obligations under credit agreements concluded between the Issuer and the banks (AB SEB bankas, “Swedbank”, AB, AS “UniCredit Bank”). The risk exists that, in case Issuer’s obligations under the credit agreements are not performed properly, the number of shares of the Issuer held by the Offeror can decrease, if the shares pledged become subject of the recovery proceedings. Accordingly, conditions for the squeeze-out procedure, as provided in the Law on Securities of the Republic of Lithuania, may not be satisfied.
11.3. policy in respect of the employees - It is not intended to change the policy in respect of the Issuer’s employees in the nearest future.
11.4. policy in respect of the management - It is not intended to change the policy in respect of the management of the Issuer in the nearest future.
11.5. policy of raising capital - It is not intended to change the policy of raising capital in the nearest future.
11.6. dividend policy - It is not intended to change dividend policy in the nearest future.
11.7. intended amendments to the article of association of the offeree company - It is not intended to amend articles of association of the Issuer in the nearest future.
11.8. special bonuses, incentive schemes, etc. provided to the managers of the offeree company - It is not intended to change incentive programmes for the managers of the Issuer in the nearest future.
12. Written agreements with other persons regarding voting in concert at the general meetings of shareholders of the offeree company
The Offeror has not concluded any agreements with other persons regarding voting in concert at the General Meeting of Shareholder’s of the Issuer.
13. Information about currently ongoing court proceedings and arbitration proceedings that have or may have a material effect on the offeror’s activities and financial status
On the day of signing the circular there are no currently ongoing court or arbitration proceedings that have or may have material effect on Offeror’s activities and financial status.
ENCLOSED: Circular of the voluntary takeover bid approved by the Bank of Lithuania.
Mindaugas Petrauskas Executive Director Tel. +370 46 340001 ext. 713
