Vilnius, Lithuania, 2015-03-19 07:54 CET (GLOBE NEWSWIRE) --
On the initiative and decision of the Management Board of INVL Technology the General Shareholders Meeting of INVL Technology, AB (identification code 300893533, the registered address Gyneju str. 16, Vilnius, Lithuania) is to be held on 10 April 2015 at 8:30 a.m. in the office of INVL Technology (Gyneju str. 16, Vilnius, Lithuania).
Registration of the shareholders will start at 8:00 a.m.
Only the persons who are the shareholders of the Company at the end of the accounting day of the General Shareholders Meeting (3 April 2015) are entitled to participate and to vote at the General Shareholders meeting.
The agenda of the General Shareholders Meeting of INVL Technology, AB includes:
1) An increase of the authorized capital of the public joint-stock company INVL Technology. The class, the amount, the par value, the minimal issue price and the payment for the issued shares.
2) The withdrawal of the pre-emptive right to acquire newly issued ordinary registered shares of the public joint-stock company INVL Technology.
3) The changes of the Articles of Association’s and approval of the new edition of the public joint-stock company INVL Technology.
4) Regarding application for a license of the closed-end investment company.
5) Regarding a tender offer to purchase the ordinary registered shares of the public joint-stock company INVL Technology.
The draft resolutions of the General Shareholders meeting of INVL Technology:
1. An increase of the authorized capital of the public joint-stock company INVL Technology. The class of the issued shares, the amount, the par value, the minimal issue price and the payment for the issued shares.
To increase the authorized capital of the public joint-stock company INVL Technology with additional contributions from EUR 1 773 267,06 to EUR 5 800 000 (the authorized capital will be increased by EUR 4 026 732,94).
The authorized capital of the public joint-stock company INVL Technology will be increased by additionally issuing 13 885 286 ordinary registered shares of EUR 0.29 par value each.
The minimal issue price of each newly issued share is EUR 1.56, payment for the shares - by cash contributions.
The minimal issue price of each newly issued share is EUR 1.56, which is set according to:
1) At the end of 2014, according to the unaudited data, companies managed by the public joint-stock company INVL Technology were valued at EUR 9.75 million and book value of the public joint-stock company INVL Technology per single ordinary registered share amounted to EUR 1.60;
2) Starting from the moment when the shares of the reorganised public joint-stock company INVL Technology were included into NASDAQ Vilnius trading lists (on 3 June, 2014) until 18 March, 2015, the weighted recalculated average price of the share of the public joint-stock companyINVL Technology, continuing operations after the Reorganisation, amounted to EUR 1.47.
If not all the newly issued shares are subscribed within the period intended for subscription, the authorised capital of the Company will be increased by the total par value of the subscribed shares. In this case, the Board of the public joint-stock company INVL Technology should change the authorized capital and the number of shares in the Articles of Association of the Company accordingly and submit changed Articles of Association to the Register of Legal Entities.
2. The withdrawal of the pre-emptive right to acquire newly issued ordinary registered shares of the public joint-stock company INVL Technology.
Taking into consideration that newly issued shares of the public joint-stock company INVL Technology will be offered publicly according to the rules set by the Law of Securities of the Republic of Lithuania, to withdraw the pre-emptive right of Company‘s shareholders to acquire newly issued ordinary registered.
Rules of subscription for the new shares and subscription period of the newly issued shares will be specified in the publicly published Prospectus of the public joint–stock company INVL Technology.
3. The changes of the Articles of Association’s and approval of the new edition of the public joint-stock company INVL Technology.
According to the decision part 1 of the General Shareholders Meeting and current issue of the Law on Companies of the Republic of Lithuania No. VIII-1835 adopted on 13 July 2000, to approve the new edition of the Articles of Association (attached) of the public joint-stock company INVL Technology by changing the whole text of the Statute.
To authorize Kazimieras Tonkunas, the director of the public joint-stock company INVL Technology, to sign the new edition of the Articles of Association.
4. Regarding the application for a licence of the closed-end investment company
Seeking to ensure that the shareholders of INVL Technology, who do not support the proposed resolution on this question of the agenda, have the possibility to sell their shares, shareholders who will vote “for” the resolutions on this item of the agenda, will have to announce a tender offer to buy remaining shares of public-joint stock company INVL Technology (one or several shareholders will have the right to fulfil this duty for the other shareholders). To reorganize the activity of the public joint-stock company INVL Technology so it would operate as the closed-end investment company under the Law of the Republic of Lithuania on Collective Investment Undertakings. To authorize the Board of the public joint-stock company INVL Technology:
1. To apply to the Bank of Lithuania for obtaining the license of the closed-end investment company by INVL Technology.
2. To prepare the draft of the Articles of Association of the closed-end investment company INVL Technology and the other required documents in order to obtain the license of the closed-end investment company.
3. To prepare the draft of the Management Agreement with Finasta Asset Management, UAB (company code 126263073) for transfer of management of the closed-end investment company INVL Technology.
4. To negotiate with the potential custodians (depositories) of the closed-end investment company INVL Technology and prepare the draft of the contract with the depository. The key condition of the agreement is that the expenses for custody should not exceed 0.1 per cent of the annual net asset value of the closed-end investment company INVL Technology.
5. To perform other mandatory actions to obtain the closed-end investment company license for the INVL Technology.
5. Regarding the tender offer to purchase the ordinary registered shares of the public joint-stock company INVL Technology.
Seeking to ensure the right of INVL Technology shareholders, who did not vote or voted “against” the 4th item on the agenda to sell their shares, shareholders, who voted “for” the resolutions of 4th item of the agenda within one month from the General Shareholders Meeting will have to announce a voluntary tender offer to purchase the rest of the ordinary registered shares of the public joint-stock company INVL Technology (one or several shareholders will have the right to fulfil this duty for the other shareholders).
Only the shareholders who did not vote or voted “against” the 4th item of the agenda will have the right to sell their shares during the tender offer.
The documents related to the agenda, draft resolutions on every item of agenda, documents what have to be submitted to the General Shareholders Meeting and other information related to realization of shareholders rights are available at the office of INVL Technology (Gyneju str. 16, Vilnius) during working hours.
The shareholders are entitled: (i) to propose to supplement the agenda of the General Shareholders Meeting submitting draft resolution on every additional item of agenda or, than there is no need to make a decision - explanation of the shareholder (this right is granted toshareholders who hold shares carrying at least 1/20 of all the votes). Proposal to supplement the agenda is submitted in writing by registered mail or delivered in person against signature. The agenda is supplemented if the proposal is received no later than 14 before the General Shareholders Meeting; (ii) to propose draft resolutions on the issues already included or to be included in the agenda of the General Shareholders Meeting at any time prior to the date of the General Shareholders meeting (in writing, by registered mail or delivered in person against signature) or in writing during the General Shareholders Meeting (this right is granted toshareholders who hold shares carrying at least 1/20 of all the votes); (iii) to submit questions to the Company related to the issues of agenda of the General Shareholders Meeting in advance but no later than 3 business days prior to the General Shareholders Meeting in writing by registered mail or delivered in person against signature.
Shareholder participating at the General Shareholders Meeting and having the right to vote must submit documents confirming personal identity. Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the General Shareholders Meeting. The representative has the same rights as his represented shareholder at the General Shareholders Meeting. The authorized persons must have documents confirming their personal identity and power of attorney approved in the manner specified by law which must be submitted to the Company no later than before the commencement of registration for the General Shareholders Meeting. Shareholder is entitled to issue power of attorney by means of electronic communications for legal or natural persons to participate and to vote on its behalf at the General Shareholders Meeting. The shareholders must inform the Company about power of attorney issued by means of electronic communications no later than before the commencement of registration for the General Shareholders Meeting. The power of attorney issued by means of electronic communications and notice about it must be written and submitted to the Company by means of electronic communications.
Shareholder or its representative may vote in writing by filling general voting bulletin, in such a case the requirement to deliver a personal identity document does not apply. The form of general voting bulletin is presented at the Company's webpage. If shareholder requests, the Company shall send the general voting bulletin to the requesting shareholder by registered mail or shall deliver it in person against signature no later than 10 days prior to the General Shareholders Meeting free of charge. The filled general voting bulletin must be signed by the shareholder or its authorized representative. Document confirming the right to vote must be added to the general voting bulletin if authorized person is voting. The filled general voting bulletin must be delivered to INVL Technology, AB by registered mail (address Gyneju str.16, LT01109 Vilnius, Lithuania) or in person against signature no later than before the day of the General Shareholders Meeting.
The Company does not provide opportunities to participate and vote at the meeting by electronic means. Information related with the convened General Shareholders Meeting (notice on convocation of General Shareholders Meeting, information about Company's shares, draft resolution, etc.) are available at Company's webpage www.invltechnology.lt
The person authorized to provide additional information:
Kazimieras Tonkūnas
Director
E-mail: k.tonkunas@invltechnology.lt
