The Lithuanian Securities Commission informs: The LSC filed a claim to protect the public interest


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