| SUMMARY CIRCULAR FOR THE MANDATORY TAKEOVER BID REGARDING THE SHARES OF “KLAIPĖDOS BALDAI” AB |
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On 25 February 2014 the Bank of Lithuania approved the circular of “SBA furniture group” UAB (hereinafter – the Offeror) for the mandatory takeover bid regarding the shares of “Klaipėdos baldai” AB (hereinafter – the Company or the Issuer). The implementation of the takeover bid shall commence on 3 March 2014 and shall end on 1 April 2014. |
| 1. Name, legal form, company code, office address, telephone and fax numbers, email address and the website address of the company securities of which intend to be purchased |
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Name: “Klaipėdos baldai” AB Legal form: public limited liability company Company code: 140656052 Office address: Joniškės str. 21, LT-91 Klaipėda, Lithuania Telephone number: +370 46 313935 Fax number: +370 46 313951 Email address: info@klaipedosbaldai.lt Website address: www.klaipedos-baldai.lt |
| 2. Data of the offeror: |
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Name: “SBA furniture group” UAB Legal form: private limited liability company Company code: 300103836 Office address: Laisvės ave. 3, LT-04215 Vilnius, Lithuania Telephone number: +370 5 2101681 Fax number: +370 5 2101680 Email address: sba@sba.lt Website address: www.sba.lt |
| 3. The period of the execution of the takeover bid (in days) |
| The period of the execution of the Takeover bid shall be 30 (thirty) calendar days. |
| 4. Minimum and maximum number of the company’s securities intended to be purchased by type and class, ISIN code; in case of failure to deposit the number of securities intended to be purchased by the owners of the securities of the company which is intended to be purchased will result in the failure of the takeover bid (to be reported in case of a voluntary takeover bid) |
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Not applicable. |
| 5. Way of payment for the securities of the company securities of which securities being acquired (cash, securities or combination of cash and securities) |
| The payment for the Company’s ordinary registered shares shall be made in cash, the settlement will be made in euros. |
| 6. 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 company securities of which intend to be offered) at which the 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 2.83 (two euros eighty three euro cents) per 1 (one) ordinary registered share of the Company (ISIN code LT0000102972) with nominal value of LTL 1 (one Litas) each. |
| 7. 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. |
| 8. 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. |
| 9. The offeror’s plans and intentions with regard to the company securities of which intend to be purchased or its controlled enterprises if the takeover bid is successful: |
| 9.1. continuation of business activities of the company securities of which intend to be purchased |
| It is intended to continue current business activities of the Issuer. |
| 9.2. restructuring (change of management structure), reorganization or liquidation of the company’s securities of which intend to be purchased business |
| Restructuring, reorganization or liquidation of the Company’s business is not planned. |
| 9.3. policy in respect of the employees |
| It is not intended to change the personnel policy of the Issuer in the nearest future. |
| 9.4. policy in respect of the management |
| It is not intended to change the management policy of the Issuer in the nearest future. |
| 9.5. policy of raising capital |
| It is not intended to change the policy of raising capital in the nearest future. |
| 9.6. dividend policy |
| It is not intended to change the dividend policy in the nearest future. |
| 9.7. intended amendments to the article of association of the company securities of which intend to be purchased |
| It is not intended to amend the Articles of Association of the Issuer in the nearest future unless the Company’s general meeting of the shareholders makes a decision to reduce the share capital by cancelling the Company’s own shares. |
| 9.8. special bonuses, incentive schemes, etc. provided to the managers of the company securities of which intend to be purchased |
| It is not intended to change the management incentive principles of the Issuer in the nearest future. |
| 10. Written agreements with other persons regarding voting in concert at the general meetings of shareholders of the company securities of which intend to be purchased |
| The Offeror has not entered into any written agreements with other persons regarding voting in concert at the general meeting of shareholders of the Issuer. |
| 11. 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 |
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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. |
Egidijus Valentinavičius
Director of “SBA furniture group” UAB
