Lithuanian Securities Commission submited information regarding AB Dvarčionių keramika

LSC: Cersanit S.A. took over indirect control of AB Dvarčionių keramika on 3
January 2007 

In the meeting of 2 April 2009, the Securities Commission (LSC) approved the
findings of the investigation carried out in 2008 concerning a takeover of
indirect control of AB Dvarčionių keramika. 

In September 2008, having been alerted that on January 2007 Cersanit S.A.
(Poland) had allegedly taken over control of Opoczno S.A., at that time the
controlling shareholder of AB Dvarčionių keramika, and, consequently, indirect
control of AB Dvarčionių keramika, as a result whereof an obligation arose in
respect of Cersanit S.A to submit and implement a mandatory takeover bid, the
LSC initiated a respective for-cause investigation. 

Having assessed all facts and circumstances related thereto, the information
provided and the explanations submitted by Cersanit S.A., the investigation
produced the conclusion that having acquired 48.42 percent of the votes in the
general meeting of shareholders of Opoczno S.A back on 3 January 2007 and
following the execution of the takeover bid, Cersanit S.A. acquired direct
control of Opoczno S.A. (Cersanit S.A. had the authority to appoint the manager
and the majority of the members of the Supervisory Board of Opoczno S.A.), and,
as a result, indirect control of AB Dvarčionių keramika, therefore Cersanit
S.A. was obliged to submit and execute a takeover bid to purchase the
outstanding shares granting the voting rights in the general meeting of
shareholders of AB Dvarčionių keramika. 

Having assessed the results of the conducted investigation and the legal
conclusions, the LSC, at its meeting of 2 April 2009, approved the conclusions
of the conducted investigation and acknowledged the fact of taking over of the
control of AB Dvarčionių keramika; however, having considered that: 

1)    at the time control of Opoczno S.A. was taken over by Cersanit S.A. there
was no established practice in relation to the submission of a takeover bid in
case of taking over of indirect control of an issuer; 
2)     the Explanation of the LSC concerning the duty to submit a takeover bid
in case of taking over of indirect control of an issuer was published only on
18 October 2007 (i.e. after Cersanit S.A. had taken over direct control of
Opoczno S.A and thus indirect control of AB Dvarčionių keramika); 
3)    following the acquisition of Opoczno S.A. on 23 May 2008, Cersanit S.A.
submitted and implemented the takeover bid concerning a purchase of the
outstanding shares of AB Dvarčionių keramika; 

the LSC decided not to impose any sanctions against Cersanit S.A. 

Shareholders of AB Dvarčionių keramika who believe they have suffered damages
of any kind as a result of a failure by Cersanit S.A., following the taking
over of indirect control of AB Dvarčionių keramika on 3 January 2007, to fulfil
its obligation to submit and implement the takeover bid to purchase the
outstanding shares of AB Dvarčionių keramika on a timely basis are entitled to
seek protection of their interests in a judicial procedure. 

Market Services Department
+370 5 272 14 06