With this Nasdaq Riga informs that the following announcement has been published on the web page of the Financial and Capital Market Commission of Latvia (FCMC):
"On the breaches of the Law on the Financial Instruments Market FCMC punishes Kirovs Lipmans and Filips Lipmans - imposed fine and obligation to announce mandatory share buyout offer
Due to breaches of the Law on the Financial Instruments Market (Law), the Financial and Capital Market Commission (FCMC) Board of Latvia has took a decision to impose a fine to AS “Grindeks” shareholders – Kirovs Lipmans in amount of EUR 14 200 and Filips Lipmans in amount of EUR 10 650. Additionally, both shareholders shall announce the mandatory share buyout offer to other AS “Grindeks” shareholders.
Such decision has been taken due to the fact that the FCMC has gained sufficient evidence that Kirovs Lipmans since October 2010 has been acting in concert with his son Filips Lipmans. Considering that Kirovs Lipmans and his wife Anna Lipmane, which acting in concert was proved by the FCMC in the year 2003, together own 49.98% of AS “Grindeks” shares, but Filips Lipmans 0.04% shares, the total amount of AS “Grindeks” shares owned directly by Lipmans family constitute 50.02% from the total number of voting rights, thus ensuring control over the company. Since AS “Grindeks” shares are listed on the regulated market – “NASDAQ OMX Riga” Official list, company’s shareholders have to comply with the requirements of the Law on the mandatory share buyout offer. That means that, when acquiring majority interest (i.e., 50% or more), a person or persons acting in concert have to announce a mandatory share buyout offer to other shareholders. Since the mandatory share buyout offer was not announced, FCMC took a decision to apply sanctions.
On the breaches of the financial instruments market regulating rules – in this case, non-fulfilment of Article 66, first part of the Law – FCMC has the right to impose a fine from EUR 14 200, as well as the person has an obligation to announce a buyout offer to minority shareholders. Considering the situation, as well as evaluating the adequacy of the sanctions and their conformity to the breach, Kirovs Lipmans has been assigned the maximum amount of fine and Filips Lipmans – fine in amount of EUR 10 650.
The Law additionally states that a person shall not exercise its voting rights resulting from person’s owned shares, if after the effective date of the FCMC decision the mandatory share buyout offer will not be announced to other shareholders.
Kirovs Lipmans, as well as Filips Lipmans have the right to dispute the decision of the FCMC in the Administrative Regional Court in one month time starting with the day it has been announced.
Further information:
Marija Makareviča
Financial and Capital Market Commission
Head of the Communication departement
T: +371 67774808
M: +371 26893967
E: marija.makarevica@fktk.lv"
This is unofficial translation.
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