In response to the request of minority shareholders of Linas, AB and considering the refusal of the shareholders of Linas AB acting in concert to discharge their obligation that arose on 11 July 2006 to submit and execute a mandatory takeover bid to buy up the outstanding shares of Linas AB, and representing more than 1,000 shareholders, on 17 December 2008 the Lithuanian Securities Commission (LSC) filed a claim to the Vilnius Regional Court with a view to protecting the public interest. By filing the claim the LSC has requested the Court to obligate the persons acting in concert to submit and execute the mandatory takeover bid to buy up to the outstanding shares of Linas, AB by paying for each registered ordinary share an equitable price established on the basis of the Linas, AB share acquisition transactions by the persons acting in concert within the 12 months period preceding the date of the exceeding the material threshold, also on the basis of the average weighted market price of the shares within 6 months prior to the triggering event as required by the relevant provisions of the Law on Securities of the Republic of Lithuania. In its claim the LSC noted that having regard to the nature of the legal institute of the takeover bid and its objective to provide to the minority shareholders a possibility to withdraw from the participation in the capital of a company in the event of a material change in its control, also other factual circumstances considered, it would be reasonable, prudent and fair to limit the right to respond to the mandatory takeover bid to those existing minority shareholders of the company that were the shareholders on the day of the public disclosure of the change of the controlling persons of Linas, AB. The investors that became the shareholders of Linas, AB following the disclosure concerned were aware, at the time of the acquisition of the shares, who was controlling the company, therefore no change in the control has occurred in respect of this category of the shareholders. The LSC holds that the change in control was disclosed on 31 May 2007, after the LSC passed the Resolutions establishing that, based on the data available to the LSC certain shareholders of Linas, AB acted in concert and that their jointly held shares entitled them to more than 40 percent of the votes in the general meeting of shareholders starting from 11 July 2006. As it has been earlier notified the validity and lawfulness of the LSC's Resolutions were contested in courts; however both the First Instance and the Appeal Courts concluded the Resolutions to be in compliance with the requirements of the relevant legal acts. This is the first ever instance of the appeal by the LSC to the court for the purpose of defending the public interest. Market Services Department + 370 5 272 17 05
The Lithuanian Securities Commission informs: The LSC filed a claim to protect the public interest
| Source: Nasdaq Vilnius