Anyksciai, Lithuania, Anyksciu vynas, AB, 2011-10-12 16:07 CEST (GLOBE NEWSWIRE) -- On 12 October 2011 Anyksciu vynas, AB received a notification that FR&R Invest IGA S.A., a company established according to the laws of Luxemburg, code B161760, with its address registered at 3a Rue Guillaume, Kroll L-1882, Luxemburg (hereinafter – FR&R), pursuant to its Board’s decision intends to submit a non-competitive mandatory tender offer to buy up the remaining 1,887,000 (one million eight hundred eighty seven thousand) ordinary registered shares of Anyksciu vynas, AB (legal form: public limited liability company, legal entity code: 254111650, registered at Dariaus ir Gireno st. 8, Anyksciai, the Republic of Lithuania, data about the company are collected and kept in the Register of Legal Persons of the Republic of Lithuania, hereinafter, Anyksciu vynas, AB) with the par value of LTL 1 (one litas) each, constituting 5.1% (five and one tenth percent) of shares and votes carried by them at the general meeting of shareholders of Anyksciu vynas, AB.
FR&R indirectly acquired more than 1/3 (one third) of shares of Anyksciu vynas, AB on 6 October 2011 after the share capital of the controlling company of Anyksciu vynas, AB company group ALITA, AB (legal form: public limited liability company, legal entity code: 302444238, registered at Miskininku st. 17, Alytus, the Republic of Lithuania, data about the company are collected and kept in the Register of Legal Persons of the Republic of Lithuania, hereinafter, Alita, AB), was increased according to the decisions of the extraordinary general meeting of shareholders of Alita, AB, dated 3 October 2011. After the aforementioned increase of company’s share capital was executed, FR&R acquired 84.37% (eighty four and thirty seven hundredths percent) of shares and votes carried by them at the general meeting of shareholders of Alita, AB, also indirectly 94.9% (ninety four and nine tenths percent) of shares and votes carried by them in the general meeting of shareholders of Anyksciu vynas, AB, which is controlled by Alita, AB.
FR&R also informed, that on 7 September 2011 the current shareholders of Alita, AB FR&R and Mr. Vytautas Junevicius signed the Shareholders’ Agreement, which came into force on 6 October 2011 after the aforementioned increase of company’s share capital was executed and FR&R acquired shares of this company. After completion of indicated actions, FR&R, Vytautas Junevicius and Alita, AB became persons acting in concert, collectively holding 35,113,000 (thirty five million one hundred thirteen thousand) ordinary registered shares of Anykščių vynas, AB, containing 94.9% (ninety four and nine tenths percent) of shares and votes carried by them at the general meeting of shareholders of Anyksciu vynas, AB. Therefore, in a general case the obligation to submit this tender offer would arise to FR&R and Mr. Vytautas Junevicius collectively as persons, who acquired the control of other person (Alita, AB), holding shares of the company in respect of which the tender offer is to be submitted that provide more than 1/3 votes in the general meeting of shareholders of the offeree company (Anyksciu vynas, AB). However, taking into consideration the exception foreseen in item 1 of part 1 of Article 32 of the Law of the Republic of Lithuania on Securities as well as the fact that Vytautas Junevicius always had the indirectly control of Anyksciu vynas, AB until the aforementioned increase of the share capital of Alita, AB, the indicated tender offer is intended to be submitted solely by FR&R.
Intended way of settlement for the securities to be bought up is in cash.
Additionally FR&R informed, that FR&R following part 3 of Article 34 of the Law of the Republic of Lithuania on Securities and taking into consideration the fact that by the aforementioned increase of the share capital of Alita, AB, which controls Anyksciu vynas, AB, it was intended inter alia to provide the assistance to Alita, AB, incurring financial losses (respectively to Anyksciu vynas, AB itself), FR&R is intending to apply to the Securities Commission of the Republic of Lithuania with the request and seek, that the tender offer price would be set according to the average weighted market price on a regulated market (AB NASDAQ OMX Vilnius) within 6 months before 6 September 2011 inclusive (i. e. until the day of announcing the fact on the anticipated tender offer to be submitted, on 7 September 2011).
Additional information is provided by director Violeta Labutiene, +370 381 50299.