Prospectus • Jun 9, 2020
Prospectus
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General risk, technology market risk, risk related to the management and human resources, risk of conflicts of interest, risk of investment liquidity, risk of suspension of the Share redemption and full or partial non-redemption of the Shares, risk of investment by Operational Companies, and credit risk (further information on the risks related to investments in the Shares is provided in Section 5 of the Prospectus).
The Prospectus is available on the website of the Company www.invltechnology.lt as from 9 June 2020.
This Prospectus has been prepared in accordance with the Law on Collective Investment Undertakings of the Republic of Lithuania and the Law on Managers of Alternative Collective Investment Undertakings of the Republic of Lithuania as well as the Rules for the Contents and Submission of the Prospectus and Key (Investor) Information Document of the Collective Investment Undertaking approved by Resolution No. 03-150 of 12 July 2012 of the Bank of Lithuania.
UAB INVL Asset Management, which assumed management of the Company and is its Management Company, shall be responsible for the correctness of the contents of the Prospectus. Where necessary, the contents of the Prospectus may be amended or supplemented, and notification thereof shall be provided under the procedure and the terms laid down in the applicable legislation.
This Prospectus shall not constitute an offer to buy or sell the Company's equity securities. While considering and/or evaluating the acquisition, ownership or transfer of the Company's equity securities, investors should consult their selected lawyer or provider of investment and financial services regarding the legal, tax and other consequences of the acquisition of the Company's equity securities.
The Company's equity securities are traded in on the secondary market. Decisions to acquire, hold or transfer the Company's equity securities should be made on the basis of the information provided in this Prospectus, the Company's incorporation documents and in the Key (Investor) Information Document. The information provided in the Prospectus should be interpreted as conforming to the actual circumstances as of the Prospectus announcement date. Neither the submission of this Prospectus nor the acquisition of the Company's equity securities on the secondary market or the redemption of the Company's own shares under any circumstances serve as the basis for assuming that no changes (financial or other) have taken place in the Company's activities since the Prospectus announcement date.
The Prospectus contains forward-looking statements that are based on the opinion, expectations and forecasts of the Management Company concerning future events and financial trends that might influence the Company's activities. Forwardlooking statements include and/or may include information on the possible or expected results of the Company's activities, investment strategy, contractual relations, borrowing plans, investment terms and conditions, future regulatory impact, and other information. Forward-looking statements are based on the information available as of the Prospectus announcement date. The Management Company shall not be obliged to specify or modify such statements, except as required by applicable legislation.
By acquiring the Shares, the investor confirms that he is aware of and agrees that the Shares held by him would be mandatorily redeemed in the cases and under the procedure laid down in the Articles of Association and/or the Prospectus.
Any disputes, controversies or claims arising in connection with the Company's equity securities or the information provided in this Prospectus shall be resolved at the competent court of the Republic of Lithuania, in accordance with the legislation of the Republic of Lithuania.
All definitions used in this Prospectus shall be interpreted as they are defined in the Company's incorporation document (the Articles of Association) which are enclosed hereto as an Annex to the Prospectus.
| 2.1. | Name | Special closed-end private capital investment company INVL Technology. |
|---|---|---|
| 2.2. | Legal form of activities, type, subfunds |
Special closed-end investment company. |
| 2.3.1 | Commencement date of the Company's activities |
The date of issue of the licence (the permission to approve the Company's incorporation documents and to select the depository) of the closed-end investment company is 14 July 2016. |
| 2.3.2. | Term of the Company's activities | The Company will operate for 10 years after the date of the permission of the Supervisory Authority to approve the Company's incorporation documents and of to select the depository for the first time (i.e. 14 July 2016). The duration of the Company's activities may be extended for a period not exceeding 2 years. |
| 2.4. | Name of the Management Company Registered address Telephone |
UAB INVL Asset Management Gynėjų St. 14, LT-01109 Vilnius |
PROSPECTUS
| Fax Website |
+370 700 55 959 +370 5 279 0602 [email protected] www.invl.com |
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The purpose of the Company is to accumulate and invest the Shareholders' funds in order to rationalize the structure of the investment portfolio (including the improvement of the management of Operational Companies, promotion of mutual cooperation between Operational Companies, etc.), to carry out the activity of investment and reinvestment in Operational Companies, and to supervise the economic and financial activities of the controlled companies.
Through investment diversification and risk management the Management Company seeks to reduce the risk and prevent potential reduction in the value of investments and create value by selecting investment objects and relying on the experience of other market participants.
The aim of the Company shall be to earn a return for the benefit of the Shareholders from investments into Operational Companies which are registered or carry out their activities in the European Union (European Economic Area) Member States, in the Organisation for Economic Cooperation and Development (OECD) member countries and Israel. For the sake of clarity, Operational Companies may control and/or acquire companies in other countries than those specified herein; however, this shall not be deemed as the Activities of the Operational Company carried out outside the countries referred to herein.
The Company shall contribute to the development and creation of the value of Operational Companies, i.e. it will seek the development of the activities of such companies, more effective management and distribution of available resources as well as optimal business processes of such companies allowing to expect successful development, increase in the market share, increase in profitability and other factors encompassing the long-term activities of these companies, and the implementation of their objectives. The assets of the Company shall be invested in Operational Companies for a definite period of time in order to sell their securities at a profit (due to the increase in the value of the companies) during the period of the Company's activities. The Management Company may adopt a decision to invest the Company's funds into the Operational Companies being controlled for the additional 2 years after the expiration of the Investment Period.
With a view to increase a return on investment and ensure the supervision of investments, it shall be sought to participate in the management of Operational Companies as a member of an advisory body or the Company's management body or in an y other form depending on the specifics of the business operations and geography of a particular company. Moreover, professionals with an impeccable reputation shall be also delegated into the management bodies of Operational Companies in order to ensure the implementation of strategic objectives and the use of the potential of Operational Companies.
The equity securities issued by the Company shall be intended only for investors who are able to tolerate investment-related risk specified in the Articles of Association and in this Prospectus. The Shares should be acquired only by the person who can tolerate a higher-than-average risk. The Shares should be acquired in order to keep them until the expiration of the activities of the Company. Investors should invest in the Shares only in such case if they have accumulated sufficient experience in investing into equity securities issued by public limited liability companies and collective investment undertakings and are able to assume the risk related to the decrease in the value or loss of these investments, i.e. the loss of the partial or whole invested amount is acceptable to them.
This information shall be publicly announced on the website of the Company at www.invltechnology.lt. The shareholders shall have the right, upon the written request, to arrive in the registered office of the Management Company and receive paper copies of these documents free of charge.
This paragraph of the Prospectus contains only a brief summary of certain tax implications related to the acquisition and transfer of the Shares. It has been prepared in accordance with the legislation applicable as of the Prospectus announcement date
which may be amended, including the amendments which are applicable to the circumstances until the entry into force of such legal acts. This summary does not purport to be a detailed description of all tax implications that would be sufficient to adopt decisions regarding the acquisition, ownership and transfer of the Shares. The shareholders and the persons who consider the possibility of acquiring the Shares should seek advice from tax advisors in order to consider relevant circumstances related to the calculation and payment of taxes.
Taxation on the Company's activities. The Company operates in compliance with all requirements of the applicable legislation; therefore, its activities shall be subject to the regular taxation policy established for investment companies. The Company shall not pay any corporate income tax. The rates of other taxes shall be equal to those established in the legislation of the Republic of Lithuania.
Taxation on dividends. Legal persons. Income received by Lithuanian and foreign legal persons as dividends from the legal persons registered in the Republic of Lithuania is subject to the corporate income tax at the rate of 15 %. This tax shall not be applicable where the recipient of dividends was or intends to be the owner of at least 10 % of the shares of the legal entity registered in the Republic of Lithuania for 12 consecutive calendar months (including the moment of disbursement of dividends). It is important to note that this exception is not applied if dividends are paid out to the legal persons established in tax haven jurisdictions (as they are defined in the legislation of the Republic of Lithuania). Having regard to the fact that the Company operates as an investment company which has obtained the permission of the Supervisory Authority to approve its incorporation documents and select the depository, the legal persons who received the dividends paid out by it shall not be subject to the corporate income tax. Natural persons. Income received by Lithuanian and foreign natural persons as dividends from the legal persons registered in the Republic of Lithuania is subject to the personal income tax at the rate of 15 % or 20 %, having regard to the particular resident's actual situation in terms of taxes in a particular year. If dividends are received as income by the residents of foreign countries with which the Republic of Lithuania has concluded a treaty for avoidance of double taxation, the residents and such treaty shall restrict the right of the Republic of Lithuania to impose taxation on dividends – the provisions of such treaty shall apply. When paying dividends to a natural person, the legal person registered in the Republic of Lithuania shall have the duty to calculate and pay the tax.
Taxation on capital gains. Legal persons. Capital gains received from investment units, shares or stakes of collective investment undertakings (including the Company) shall not be subject to the tax. Capital gains from the sale in the Republic of Lithuania of the shares of the legal persons registered in the Republic of Lithuania shall not be subject to the tax. Natural persons. Capital gains received by the Lithuanian residents from the sale of the shares shall be subject to the personal income tax at the rate of 15 %. However, if the amount of such gains is below EUR 500 within a single calendar year, the tax shall not be applied. This exemption shall not be applicable if the shares are transferred by the Lithuanian resident to the issuing company. The payable personal income tax shall be calculated and paid by 1 May of each calendar year for the previous full calendar year. Capital gains received by foreign natural persons from the sale in the Republic of Lithuania of the shares of the legal persons registered in the Republic of Lithuania shall not be subject to the tax.
Taxation on gifts and inheritance. If the Shares are given to a natural person as a gift, such acquisition would be subject to the personal income tax at the rate of 15 %. The tax shall not be applicable where the Shares are given as a gift by the beneficiary's spouse, children (adopted children), parents (adoptive parents), brothers, sisters, grandchildren, grandgrandchildren, or gran-grandparents, or where the shares are given by a non-Lithuanian resident. Furthermore, donation income shall not be subject to taxation unless their value exceeds EUR 2,500 per calendar year. In the case of inheritance where the value of the Shares is below EUR 150,000, the 5 % inheritance tax shall be applicable, and if the value of the Shares exceeds this amount, the 10 % inheritance tax shall be imposed. The property shall be exempt from the tax where the property is inherited by a surviving spouse, parents (adoptive parents), children (adopted children), grandparents, grandchildren, brothers, sisters, guardians (foster parents), wards (foster children), or where it is inherited by foreign residents, or the value of the inherited property (the Shares) does not exceed EUR 3,000.
Value-added tax. In Lithuania, the acquisition or transfer of the Shares is not subject to value-added tax.
The Shareholders shall have the following property rights:
The Shares shall confer to the Shareholders the following non-property rights:
8.1. The number of the Shares issued by the Company is 12,175,321 units, and the authorised capital of the Company amounts to EUR 3,530,843.09. The Company issues ordinary registered Shares. The Shares are intangible. They are recorded by making entries in the Shareholders' personal securities accounts. These accounts are managed under the procedure laid down in the legal acts regulating the financial instruments market. The par value per Share is EUR 0.29. The par value of all the Shares is the same. The value of the Shares varies according to the Net Asset Value.
8.2. –
The Company maintains its financial books and records and prepares financial statements in compliance with the IAS, the Law on Accounting of the Republic of Lithuania, the Law on Collective Investment Undertakings of the Republic of Lithuania, the legal acts adopted by the Board of the Bank of Lithuania defining the keeping of financial accounting and preparation of statements as well as other legal acts regulating financial accounting and statements. The currency in which the Net Asset Value is calculated shall be the euro. The Net Asset Value shall be calculated by subtracting the liabilities from the Company's assets, including the Management Fee liabilities and the Performance Fee liabilities.
The Company's assets and liabilities shall be stated at a fair value, except for the cases established in the IAS. Fair value shall be the value at which the assets would be sold or the liability would be transferred in an orderly transaction between the market participants as of the measurement date. The calculations of the Net Asset Value shall be performed at least once per year on the basis of an independent business valuator who has the right to engage in such activities at the values determined by Operational Companies (directly or through a SPV). A business valuator shall comply with the qualification, transparency and experience requirements established by the Management Company in the Company's Accounting Policy and Net Asset Value Calculation Rules and the legal acts.
The calculation of the Net Asset Value shall be carried out as of the last day of the quarter of the calendar year and the established value shall be announced:
The Company's financial year shall coincide with the calendar year. Annual financial statements for the previous financial year shall be prepared no later than within four calendar months after the end thereof. The decision on profit distribution can be adopted only by the General Meeting; therefore, the profit distribution dates are not known beforehand.
Decisions on the Company's income distribution and use shall be made by the Management Company, having regard to the Company's investment strategy. Income shall be used for the covering of the Company's operating expenses, investment
(reinvestment) and disbursement to the investors. No income use targets have been expressed as a percentage. No allocation of new Shares has been foreseen.
Dividend shall be a share of profit allocated to the Shareholder pro rata to the nominal value of the Shares held by the Shareholder. A decision on the payment of dividends shall be adopted by the General Meeting, having regard to the recommendations provided by the Management Company. Where interim dividends are paid, the set of the Company's financial statements shall be prepared and audited by the auditor no earlier than 30 days prior to the decision to distribute dividends. The Company shall pay out the distributed dividends within one month from the date of the decision of the General Meeting to pay out dividends, except for the cases where the Management Company adopts a decision to postpone the payment of dividends in compliance with the Articles of Association. The Management Company can, by its reasoned decision, postpone the payment of dividends if the payment of dividends:
The Management Company shall adopt the respective decision and renew the payment of dividends in order to ensure that dividends are paid to the Shareholders no later than within one month from the moment where the grounds that have determined the suspension of the payment of dividends have disappeared; however, in any case the payment of dividends cannot be postponed for a period exceeding one year after the date of adoption by the General Meeting of the decision to pay out dividends. The dividends payable to the Shareholders shall be transferred into the accounts indicated by the Shareholders or (if the Shareholder's data are not known) into the deposit account, under the procedure laid down by law. The Company shall pay out dividends in Euros. The right to receive dividends shall be vested in persons who were Shareholders of the Company or had the right to dividends on any other lawful grounds at the end of the record day of the General Meeting.
$$
VM_{ketv} = VSK_{ketv} * A
$$
where:
VMketv – the amount of the Management Fee;
A – the quarterly amount of the Management Fee in percentage terms, used for the calculation of the quarterly Management Fee;
VSKketv – quarterly weighted average capitalisation of the Company calculated according to the formula:
$$
VSK_{ketv} = \frac{T_{ketv}}{Q_{ketv}} * \sum_{i=1}^{n_{ketv}} \frac{Vnt_i}{n_{ketv}}
$$
where:
Vnti – the number of Shares of the Company at the end of business day i;
Qketv – the number of Shares transferred on the regulated market during the respective quarter;
nketv – the number of business days per respective quarter, irrespective of the number of trading days (except when the Management Fee is calculated not for a full quarter of a calendar year, in this case the number of business days in a relevant period shall be used for calculation);
Tketv – turnover of the Shares during the respective quarter according to the Shares trading data on the regulated market, calculated according to the following formula:
$$
T_{ketv} = \sum_{j=0}^{k} (P_j * Q_j)
$$
where:
k – the number of transactions on the regulated market during the respective quarter;
Pj – Share price of transaction j on the regulated market;
Qj – the number of Shares traded in transaction j on the regulated market.
If the Management Fee is calculated only for a part of a calendar quarter of the year, the Management Fee in percentage terms shall be recalculated by dividing it by the number of all business days in the calendar quarter and multiplying by the number of business days in the period for which the Management Fee is calculated. If there was no trading in Shares throughout the entire calendar quarter, the Management Fee for a quarter of the calendar year shall be equal to 0.625 per cent during the Investment Period and, upon the expiration of such period, it shall be equal to 0.5 per cent on the average Net Asset Value of the Company which is calculated as the arithmetic average of the values at the beginning and at the end of the quarter.
The Management Fee for the Investment Period shall be paid under the following procedure:
Upon the Investment Period, the Management Fee shall be paid out within 5 Business Days after the end of the calendar quarter of a year.
The Management Fee for the previous four quarters of a calendar year shall be specified by the auditors. After they have submitted the conclusions regarding the Net Asset Value or the average weighted quarterly Share price of the Company on the regulated market, an overpayment or an underpayment of the Management Fee may be established. The determined underpayment amount would be paid together with the Management Fee due for the quarter for which the payment deadline of the Management Fee has not matured, when an underpayment is established. In the case of an overpayment of the Management Fee, the payment of the Management Fee would be reduced by such overpaid amount for the quarter for which the payment deadline of the Management Fee has not expired, when an overpayment has been determined.
The calculated Management Fee shall be entered into accounts and added to the Net Asset Value according to the accounting policy of the Management Company and the rules for calculating the Net Asset Value.
The share of the Company's profit due to the Management Company – the Performance Fee – is subject to the Company's return which is calculated in respect of the entire Company rather than in respect of an individual Shareholder. The return of the Company shall be determined using the Microsoft Excel XIRR formula which estimates the time of positive and negative flows (i.e. due account is taken of periodicity) and their size.
The Company's profit is the amount of positive and negative flows in respect of the Shareholders during the entire period of the Company's activities, where:
Positive flow the dividends paid out to the Shareholders, if any was paid out when distributing the Company's net profits;
Positive flow the funds disbursed to the Shareholders by the Company when redeeming its Shares;
The funds comprising the Net Assets shall be paid only to the Shareholders pro rata until the Shareholders have been returned the initial amount invested in the Company which is equal to the sum of negative flows indicated in paragraph 0 of the Articles of Association.
Profit of the Company shall be distributed as follows:
The correctness of the calculation of the Performance Fee shall be checked by the Depository.
Until the disbursement of the Performance Fee, it shall be accumulated, included and reflected in financial statements as the liability to the Management Company, having regard to the requirements for the Company's Accounting Policy established in the IAS and by the Management Company.
The Performance Fee shall be paid to the Management Company every time that funds are disbursed to the Shareholders.
The Performance Fee liability shall be recalculated as of the Net Asset Value calculation date.
The calculated Performance Fee shall be entered into accounts and added to the Net Asset Value according to the Accounting Policy established by the Management Company and the rules for calculating the Net Asset Value.
13.1.7.8. expenses incurred by the Advisory Committee;
13.1.7.9. expenses incurred by the Investment Committee;
13.4. The Management Company has concluded agreements with UAB FMĮ Finasta regarding the distribution of the portion of the Management Fee of the Company received by the Management Company. Under these agreements, the Management Company shall pay 12.5 per cent of the received Management Fee of the Company to UAB FMĮ Finasta for the Shares entered into the Shareholders' securities accounts managed by it. This fee shall not create any conflict of interest between the Company and/or the Management Company and/or the Shareholders and/or UAB FMĮ Finasta. In the event that, when applying the conflict of interest management procedures, the Management Company would identify a potential conflict of interest, measures would be taken to manage it properly. When managing the Company, no hidden commission shall be received and/or paid.
13.5. –
14.1. Ordinary registered non-material share of the Company with the nominal value of EUR 0.29.
14.2. –
14.3. –
14.6. –
14.7. The nominal value per Share shall be EUR 0.29.
New Shares can be issued by increasing the authorised capital of the Company by a decision of the General Meeting upon a proposal of the Management Company. The proposal of the Management Company regarding the increase in the authorised capital must inter alia discuss in detail the procedure of issue of new Shares and terms of payment for them, as well as the reason why it is proposed to increase the authorised capital of the Company. The current Shareholders shall have the preemptive right to acquire the newly issued Shares pro rata to the number of Shares held by them (on the rights record date). The Shareholder cannot transfer the pre-emptive right to acquire the newly issued Shares to any other persons. Newly issued Shares can be offered not to the Shareholders of the Company provided that the existing Shareholders have not subscribed for all the Shares planned to be issued within the period established by the decision of the Management Company, which may not be shorter than 10 calendar days or longer than 30 calendar days. The Shares from the new issue of Shares shall be paid for within the term laid down in the Share Subscription Agreement which may not exceed 30 Business Days. The Shares may be paid for in cash or in-kind contributions. The procedure of payment for the Shares by in-kind contributions shall be established by the General Meeting, having regard to the requirements of the legal acts. New Shares shall be issued only after having received the money into the Company's account or the non-pecuniary contribution has become the property of the Company. Newly issued Shares can be offered publicly only after the Company has published the Prospectus under the procedure laid down by the laws of the Republic of Lithuania. The Company shall publish the Prospectus publicly under the procedure laid down by law no later than by the start of the public offering of the Shares or their admission to trading on the regulated market.
16.3. The ownership rights of the Shares shall come into existence as from the making of the respective entry in the Shareholder's personal securities account managed by the selected intermediary of public trading.
In the event that the General Meeting of the Company adopts a decision regarding material amendments to the Company's incorporation documents that have a negative impact on the Shareholders' interests, or other decisions the adoption of which under the Law on Collective Investment Undertakings of the Republic of Lithuania grans the right to the Shareholders to demand that the Shares held by them are redeemed, the Company shall ensure the proper implementation of the Shareholders' right to demand that the Shares held by them without any deductions.
The Management Company shall inform each Shareholder about these decisions of the General Meeting by sending the respective notice no later than 1 month prior to the entry into force of the amendment to the respective documents. The Management Company shall inform each Shareholder in writing about amendments to the key documents related to the change of the Company's investment strategy by sending the respective notice no later than 2 months prior to the entry into force of the amendments to the respective documents.
The Management Company shall inform the Shareholders about its decision to merge the Company with another collective investment undertaking after the Supervisory Authority has granted the permit to merge the collective investment undertakings but no later than 30 days prior to the last day of the term during which the Shareholders are entitled to demand that their Shares be redeemed without any deductions. The Shareholder's right to exercise the right indicated in this paragraph shall expire 5 Business Days prior to the planned merger completion date. The shareholder notice shall contain the information that must be provided under the applicable legal acts and other information that is relevant to the Shareholders at the discretion of the Management Company.
The Shareholders shall have the right to voice an objection and demand that their Shares be redeemed within 1 month until the entry into force of the amendments to the respective documents, except for the cases where the Company's investment strategy is modified. Where the Company's investment strategy is modified, the Shareholders can voice an objection and demand to redeem their Shares within 2 months prior to the entry into force of the amendments to the respective documents. The Management Company may determine longer terms than those specified in this paragraph during which the Shareholders can exercise their right to redeem the Shares.
Material amendments to the Company's incorporation documents and/or the Prospectus shall be made provided that there are no objections from any Shareholder. It shall be considered that not a single Shareholder had objected if, in compliance with the requirements of the legal acts, the Shareholders who objected to material amendments to the documents and demanded that their Shares be redeemed without any deductions have been granted this right.
After the General Meeting has adopted the decision regarding material amendments to the Company's incorporation documents and/or Prospectus that would have an impact on the Shareholders' interests or another decision the adoption of which, in accordance with the Law on Collective Investment Undertakings of the Republic of Lithuania, grants the right to the Shareholders to demand that the Shares held by them are redeemed, the Management Company shall take a decision that would specify the conditions under which material amendments to the Company's documents are made, including but not limited to the decision regarding the number of Shares that can be redeemed, in case of exceeding of which the Company shall not perform the mandatory redemption of Shares from the Shareholders who demanded it and, accordingly, no material amendments to the Company's documents are made.
Amendments shall be deemed material if:
Having regard to the content, nature, scope and impact of the amendments to the incorporation documents and/or the Prospectus on the Shareholders' interests, the Board of the Management Company shall decide on a case-by-case basis whether such amendments to the incorporation documents and/or the Prospectus are deemed material.
Information on whether initiated amendments to the incorporation documents and/or the Prospectus are deemed material shall be provided in the agenda of the General Meeting.
The Management Company shall ensure that the draft resolutions of the organised General Meeting would separately outline the terms and conditions of the redemption of Shares. A notification on the redemption of Shares carried out by the Company shall be published under the procedure established by the legal acts of the Republic of Lithuania. Decisions adopted by the General Meeting regarding material amendments to the Company's incorporation documents shall enter into force after the approval of the Supervisory Authority to amend the incorporation documents according to the receipt of the decisions of the General Meeting and after the implementation of the redemption of Shares. The Management Company shall not notify the Shareholders of material amendments to the documents if these amendments are made due to the changed provisions of the legislation of the Republic of Lithuania.
17.4. –
17.7. –
-
19.1. The redemption of Shares may be suspended if:
At the decision of the Management Company, settlement with the Shareholders of the Company being liquidated can be suspended, or accounts can be settled only in part until the Company has obtained the tax administrator's confirmation regarding the full settlement with the state and/or municipal budgets and state monetary funds.
19.2. Information on the suspension of the redemption of Shares and/or settlement with the Shareholders of the Company being liquidated shall be provided through the Nasdaq Vilnius Stock Exchange and on the website of the Company at: www.invltechnology.lt .
20.1. When determining the price of the new issue of Shares, the Management Company shall seek to ensure that the issue price would be not lower than the last Net Asset Value or the average medium Share price for the last 6 months on the regulated market. The price of redeemed Shares shall be calculated on the basis of the last Net Asset Value.
20.2. -
The value per Share shall be announced through the Nasdaq Vilnius Stock Exchange or on the website of the Company at: www.invltechnology.lt at the frequency of announcement of the Net Asset Value set in paragraph 9 of the Prospectus.
The purpose of the Company shall be to accumulate and invest the Shareholders' funds in order to rationalize the structure of the investment portfolio (including the improvement of the management of Operational Companies, promotion of cooperation between Operational Companies, etc.); to carry out the activities of investment and reinvestment in Operational Companies; to perform the supervision of the economic and financial activities of the controlled companies.
By diversifying investments and managing the risks, the Management Company shall seek to reduce the risks and to prevent possible reduction of the investment value and to create value by selecting investment objects and making use of other market participants' experience.
The aim of the Company is to earn a return for the benefit of the Shareholders from investments into Operational Companies which are registered or carry out their activities in the European Union (European Economic Area) Member States, the Organisation for Economic Cooperation and Development (OECD) member countries and Israel. For the sake of clarity, Operational Companies can control and/or acquire companies in other countries than those specified in this paragraph but this shall not be deemed as the Activities of the Operational Company carried out outside the states referred to in this paragraph.
The Management Company shall invest at least 70 per cent of the Net Asset Value directly or through a SPV into the stakes of Operational Companies in order to control or to make a significant impact on such companies (by concluding the shareholders' agreement or acting together with other investors or with the management of such companies).
By investing directly or using a SPV, the Management Company shall (on behalf of the Company) contribute to the development and value-added creation of companies, i.e. it shall seek the development of activities of such companies, more effective management and distribution of available resources and optimal business processes of such companies that would allow to expect successful development, increase in the market share, rise in profitability and other factors encompassing the long-term activities of such companies as well as the achievement of their objectives. The Management Company shall invest the property of the Company in Operational Companies for a defined period of time in order to sell their securities at a profit (due to the increase in the value of the companies) during the term of the Company's activities. The Management Company may adopt a decision to invest the Company's funds in the controlled Operational Companies for the additional two years after the expiration of the Investment Period.
With a view to increase a return from investments and to ensure the supervision of investments, the Management Company shall seek to participate in the governance of Operational Companies as a member of the advisory body or the company's managing body, or in any other form depending on the specifics and geography of the activities of a particular company. Furthermore, by using its human resources, hard work on the market and network of professional contacts, and, where necessary, shall delegate professionals in the respective field with an impeccable reputation to the managing bodies of Operational Companies in order to ensure the implementation of strategic objectives and the exploitation of the potential of Operational Companies.
The Management Company shall manage the Company's portfolio of investment instruments in compliance with the following main principles of diversification principles (the compliance of the Company's portfolio of investment instruments with the principles set forth below will be achieved within four years from the date on which the Supervisory Authority issued a permit to approve the incorporation documents of the Company and to choose the Depository):
No more than 30 per cent of the Net Asset Value can be invested in transferable securities of one new company being established or the money market instruments and/or in transferable securities issued by the operating company or the money market instruments:
No more than 30 per cent of the Net Asset Value can be invested in:
For the sake of clarity, the total amount of investments into transferable securities issued by a single person, money market instruments, deposits and liabilities arising out of financial derivatives transactions with that person may not exceed 30 per cent of the Net Asset Value.
The Company's assets may be invested into shares of the companies which are admitted to the trading list of the market which is deemed regulated according to the Law on Markets in Financial Instruments of the Republic of Lithuania and which operate in the Republic of Lithuania or in another EU (European Economic Area) Member State or into shares of the companies which are admitted to trading in a market operating, recognised, supervised and available to the public in an EU Member State or another state according to set rules if the sum of nominal values of these shares acquired by the company accounts at least for 1/10 of the authorised capital of such company. The Company may invest not more than 20 per cent of the Net Asset Value into the shares of the companies referred to in this paragraph of the Articles of Association.
For the sake of efficiency of the Company's activities and control over its investments, an Investment Committee shall be formed by the decision of the Board of the Management Company. The Investment Committee shall consist of not more than 4 members, who will be the persons having the right to adopt investment decisions. Members of the Investment Committee shall be appointed and dismissed by the Board of the Management Company. An approval of the Investment Committee shall be obtained for all investments of the Company (directly into the Operational Company or through a SPV) and their sale.
The procedure of formation, responsibilities and functions of the Investment Committee as well as its decision-making procedure and other procedures shall be established in the Regulations of the Investment Committee. The Regulations of the Investment Committee shall be announced publicly on the website of the Company at: www.invltechnology.lt.
With a view to ensure the efficiency of the Company's activities and the effective resolution of potential conflicts of interest, an Advisory Committee shall be formed by a decision of the Board of the Management Committee. The purpose of the Advisory Committee shall be to ensure the knowledge of various fields in which the Company's assets can be invested (directly into the Operational Company or through a SPV) and the specifics of its activities. The Advisory Committee shall provide its opinion and conclusions regarding the Company's investments to the Investment Committee.
The procedure of formation, responsibilities and functions of the Advisory Committee as well as its decision-making procedure and other procedures shall be established in the Regulations of the Advisory Authority which shall be available on the Company's website at: www.invltechnology.lt.
The investment strategy for the Company's property entrenched in the Articles of Association may be changed respectively by amending the Articles of Association by the decision of the General Meeting.
The investment object(s) of the Company (both the one that is managed directly or by using a SPV) may be transferred only after having obtained a prior consent of the Depository. No consent of the Depository referred to in this paragraph of the Articles of Association are needed if the assets of the Operational Company whose equity securities are stored by the Depository are transferred.
The direct ownership of the Company's investment objects and the ownership of SPV securities shall be possible. Where investments are made through a SPV, all documents related to investments into SPV shall be submitted to the Depository so that the Depository could perform its functions established in the applicable legal acts.
Where necessary, funds may be borrowed on behalf of the Company (by pledging or not pledging its assets) in order to ensure a higher investment return (by additionally financing the investment objects acquired by the Company (or of the controlled companies using a SPV). The Management Company can adopt a decision to borrow on behalf of the Company up to 80 per cent of the Net Asset Value as of the loan agreement conclusion date (by taking the last Net Asset Value established and announced under the procedure laid down in the Articles of Association). The loan agreements of the Company shall expire not earlier than 3 months prior to the expiration of the term of the Company's activities or the extended term of the Company's activities.
The Company's assets shall not be lent or used as a guarantee or a warranty to secure the liabilities of other persons, except for SPV or Operational Companies into which the Company invests if the property of such persons is invested into the property conforming to the Company's investment strategy and the following two conditions are met:
The Company shall not use any benchmark.
Upon the establishment of the Company, its investment portfolio may not meet the set diversification requirements for 4 years after the date on which the Supervisory Authority issued a permit to approve its incorporation documents and to choose the Depository. In all cases, the right not to comply with the established diversification requirements shall not abolish the obligation of the Management Company to invest the Company's assets pursuant to its investment strategy.
In the event that, upon the expiration of the set term, the investment requirements shall be violated due to the reasons beyond the control of the Management Company, such non-conformity must be eliminated as soon as possible but no later than within 1 year from the date on which the Management Company became aware of this situation. This term may be longer only in exceptional cases where the Management Company is unable to rectify the situation due to the reasons beyond its control. In this case, upon the expiration of the 1-year term, the Management Company shall immediately notify in writing the Supervisory Authority of the existing situation and its reasons. The notice shall also specify the planned term for the fulfilment of the requirement.
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The history of the Company's activities shall be set forth in the Company's business and financial reports available on its website at: www.invltechnology.lt.
Any kind of investment is inherently related to risk, and investment into Shares is additionally related to specific and higher-thanaverage long-term risk. Such type of investment is suitable only for persons who are capable of assuming this risk and understand that, by acquiring the Shares, they can lose the entire invested amount.
In addition to the risk factors listed below, there can be further risk factors that are not specified herein because, when preparing this Prospectus, the Management Company has no information about such factors or considers them to be insignificant. However, such risks can affect the Company's financial results and have an impact on the value of the Shares. Therefore, the information on risk factors provided herein should not be deemed a detailed and final description of risk factors encompassing all risk factors. Having regard to the aforesaid, the decision to acquire Shares must be adopted having considered the risk factors specified below.
The net asset value of the Company can increase or decrease; for this reason, the Shareholder may not recover the amount invested into the Company. There are no guarantees and no guarantees may be granted regarding the Company's activities and investment return or a specific investment of the Company, and the investment results of the previous period do not guarantee that they will be the same in the future as well.
The sequence of presentation (disclosure) of the risk factors is not based on the analysis of the probability of the occurrence and impact of the respective factors on the Share value and the comparison of factors because due to the specifics of the activities of the Company and/or Operational Companies (fast-developing technologies) such analysis and comparison could not be sufficiently grounded and could mislead the Shareholders.
The tools for the management of risk factors are not and cannot be considered as ensuring the elimination of respective risk factors.
implemented proper tools to prevent conflicts of interest which allow to carry out the activity of preventing and managing conflicts of interest independently in order to prevent or reduce the risk of conflicts of interest or to properly manage any existing conflict of interest. The service providers of the Company and/or the Management Company (to the extent related to the management of the Company) may provide services also to other collective investment undertakings which have similar investment targets, investment strategy and investment policy as the Company. Thus, there may be such situations where any service provider, while carrying out its activities and providing its services to the Company, would have a potential conflict of interest in respect of the Company. In such situations each of them will have to act having regard to the provisions of the contracts concluded by the Company and/or the Management Company for the benefit of the Company (including the confidentiality undertakings).
the applicable legislation and related to the management of the Company's assets and it will seek to ensure that, if there are any preconditions for the circumstances specified above that are known to the Management Company, actions would be taken to protect the interests of the Shareholders and/or the Company's creditors; however, this is not and may not be deemed as the obligation of the Management Company to ensure the proper performance of the Company's liabilities.
deterioration of the Company's financial situation, the demand for the Shares of the Company can decrease as well as their price. To manage this risk, the Management Company will take the measures specified in subparagraph 25.1.14 of the Prospectus.
time for the desired price. The usual monitoring of the geopolitical situation carried out by the Management Company should contribute to the management of this risk.
sale of investments. The respective measures are provided for the management of this risk in the Articles of Association.
25.2. Investments into the Shares are related to higher-than-average long-term risk. The Company cannot guarantee that the Shareholders will recover the invested funds.
25.3. –
25.4. –
The Shareholders can find additional information about the risks related to the Shares in the Articles of Association and historical Prospectuses which were announced in order to admit the Shares to trading on a regulated market. In addition, such information will be made available subject to request to the Management Company.
VII.GOVERNANCE
The competence of the General Meeting and its convening and decision-making procedures shall not differ from the competence and procedure established by the Law on Companies of the Republic of Lithuania to the extent the Articles of Association or the Law on Collective Investment Undertakings of the Republic of Lithuania do not indicate otherwise. The right of initiative to convene the meeting shall be vested in the Management Company and the Shareholders whose Shares confer at least 1/10 of all the votes at the General Meeting. The convening of the General Meeting shall be organised by the Management Company.
All decisions of the General Meeting shall be adopted by a 3/4 majority of votes conferred by the Shares held by the Shareholders present at the Meeting, except for the decisions specified below which are taken by a 2/3 majority of votes carried by the Shares held by the Shareholders participating at the Meeting, i.e. decisions:
The decisions of the General Meeting specified below can be adopted only after taking into account the recommendations provided by the Board of the Management Company and/or the Investment Committee of the Company and with regard to consequences of the respective decision, namely, decisions regarding:
The Management Company must present its recommendations on draft decisions on issues indicated above together with the announced draft decisions proposed by the Management Company. The Board of the Management Company shall determine the issues on which recommendations will be provided by the Investment Committee of the Company. In case draft decisions are proposed not by the Management Company but by the Shareholders, the Management Company must, no later than within 5 (five) business days after presentation of such a draft decision to the Company, prepare a relevant recommendation and announce it in the manner in which draft decisions are announced. In any case recommendations of the Management Company regarding all draft decisions on relevant issues of the agenda must be announced no later than 3 (three) business days until the date of the General Meeting.
In the event that the General Meeting adopts a decision not following the recommendations provided by the Management Company, the Management Company shall not be responsible if such decisions violate the requirements for management of the Company, or there are other negative consequences.
An ordinary General Meeting shall take place no later than by 30 April of the current year.
Representatives of the Management Company shall have the right to participate in the General Meetings with the right of advisory vote.
An extraordinary General Meeting shall be convened if:
The General Meeting can take decisions and shall be deemed to have taken place irrespective of the number of votes conferred by the Shares held by the Shareholders present at the meeting.
The General Meeting shall have no right to adopt decisions which are assigned to the competence of the Management Company by the Articles of Association, or which are management decisions in their essence.
There shall be no management bodies formed at the Company. Management of the Company shall be transferred to the Management Company; therefore, in accordance with the Law on Collective Investment Undertakings of the Republic of Lithuania, the rights and obligations of the Board and the Manager of the Company established in the Law on Companies of the Republic of Lithuania shall be transferred to the Management Company.
The Company management fee provided for in paragraph 13.1.1 of the Prospectus shall be paid to the Management Company for the management of the Company. The Management Company shall also have the right to the share of the Company's profit established according to the provisions of paragraph 13.1.1 of the Prospectus.
Laura Križinauskienė – General Manager of the Management Company. Participation in the activities of other companies, institutions and organisations:
Darius Šulnis – Chairman of the Board of the Management Company.
Participation in the activities of other companies, institutions and organisations:
Nerijus Drobavičius – member of the Board of the Management Company, Private Capital Partner. Participation in the activities of other companies, institutions and organisations:
Vytautas Plunksnis – member of the Board of the Management Company, Director of the Private Capital Division. Participation in the activities of other companies, institutions and organisations:
With a view to ensure the effectiveness of the Company's activities and investment control, the Investment Committee shall be formed by the decision of the Board of the Management Company. The Investment Committee shall consist of no more than 4 members who will be the persons entitled to adopt investment decisions. The Board of the Management Company shall appoint and dismiss members of the Investment Committee. An approval of the Investment Committee must be obtained for all investments of the Company (directly into the Operational Company or through a SPV) and their sale.
The procedure of formation, responsibility and functions of the Investment Committee as well as its decision-making and other procedures shall be established in the Regulations of the Investment Committee. The Regulations of the Investment Committee shall be announced publicly on the website of the Company at: www.invltechnology.lt.
As of the Prospectus announcement date, the Investment Committee shall consist of:
Kazimieras Tonkūnas – Managing Partner of the Company, Company Management Division of the Management Company.
Vytautas Plunksnis – member of the Board of the Management Company, Director of the Private Capital Division.
Nerijus Drobavičius – member of the Board of the Management Company, Private Capital Partner.
Vida Tonkūnė – Partner of the Company, Company Management Division of the Management Company.
With a view to ensure the effectiveness of the activities of the Company and effective resolution of potential conflicts of interest, an Advisory Committee may be formed by the decision of the Board of the Management Company. The purpose of the Advisory Committee shall be to ensure the knowledge of various fields in which the Company's assets can be invested (directly into the Operational Company or through SPV) and the specifics of its activities. The Advisory Committee shall provide its opinion and conclusions regarding the Company's investments to the Investment Committee.
The procedure of formation, responsibility and functions of the Advisory Committee as well as its decision-making and other procedures shall be established in the Regulations of the Advisory Committee which are announced publicly on the website of the Company at: www.invltechnology.lt.
As of the Prospectus announcement date, the Advisory Committee shall consist of:
Alvydas Banys – Chairman of the Board of AB Invalda INVL.
Indrė Mišeikytė – member of the Board of AB Invalda INVL.
Gintaras Rutkauskas – Investment Director for Baltics, Lietuvos Draudimas, AB.
The fourth member of the Advisory Committee of the Company should be appointed in the nearest future.
Information on other positions held by the members of the Investment Committee and/or the Advisory Committee of the Company that the Management Company is aware of shall be available to the Shareholders upon their written request to the Management Company. As of the Prospectus date, the Management Company has no information on any significant conflicts of interest between the members of the Investment Committee and/or the Advisory Committee of the Company and the Company or its Shareholders.
36.3. On 27 June 2016, the Management Company and the Company concluded the Investment Company Management Agreement in which it as agreed that the Management Company will receive the management fee and acquire the right to the share of the Company's profit (as defined in paragraph 13.1.1 of the Prospectus) for the management of the Company, i.e. the Company's investment management, administration, marketing and other related activities as defined in the Law on Collective Investment Undertakings of the Republic of Lithuania.
Under the above Agreement, the Management Company acquired the right:
The Agreement shall be valid until the full discharge of the obligations of the Parties or until the termination or other expiration of the Agreement on the grounds established in the Agreement, the Articles of Association or in the applicable legislation.
The Agreement may be terminated on the initiative of the Company after the General Meeting has decided under the procedure established by the Company in the Articles of Association to replace the Management Company of the Company and hand over the management of the Company to another management company when:
the Supervisory Authority takes a decision to restrict or cancel the rights provided for in the licence of the Management Company related to management of investment companies;
the Management Company commits a material breach of the Agreement, the Articles of Association or legal acts which is not eliminated within a reasonable period of time (if it is possible to eliminate it).
The Agreement may be terminated on the initiative of the Management Company only due to important reasons. In such a case the Management Company shall convene the General Meeting which would resolve the issues related to the termination of the Agreement, replacement of the Management Company, handover of the management of the Company to another company and the approval of such actions by the Supervisory Authority. In any case the Management Company shall notify the Company and the Shareholders of its intention to terminate the Agreement and inform the Supervisory Authority about such notification no later than 6 months in advance.
In the event that the Agreement is terminated due to reasons for which the Management Company is not responsible (irrespective of which Party initiates the termination of the Agreement), the Management Company shall receive compensation amounting to the sum of management fees for the last 4 full quarters. In addition, the Management Company shall receive the full Performance Fee due until the Agreement termination date (accrued and not paid).
36.4. Other collective investment undertakings managed by the Management Company:
HARMONISED INVESTMENT FUNDS:
The open-ended harmonised investment fund INVL Baltic Fund is oriented towards investors with limited investment experience. Monetary resources of the Fund are invested into the shares of companies listed on the Baltic stock exchanges or of companies actively operating in the Baltic countries, aiming to achieve maximum return and assuming high risk. The Fund is focussed on long-term investments by identifying attractive economic sectors and specific companies.
INVL Umbrella Fund is a harmonised umbrella investment fund which consists of the following four subfunds:
SUTNTIB INVL Baltic Real Estate is a real estate investment company listed on AB NASDAQ Vilnius. INVL Baltic Real Estate seeks to earn a return on investments into commercial-purpose real estate, thus ensuring the growth of lease income. Based on economic logic, investments into the transformation of the objects included into the existing portfolio by taking advantage of their good location are also considered. The companies owned by INVL Baltic Real Estate have invested into commercial-purpose properties such as business centres and production and warehousing real estate properties in Lithuania and Latvia. All properties bring lease income and have the prospects of further development.
The closed-end umbrella investment fund intended for informed investors INVL Alternative Assets Umbrella Fund, which consists of the following 3 subfunds:
using special purpose vehicles. The geography of the investment activity of the Subfund is the underdeveloped countries which have a higher growth potential. A major focus and the highest priority will be given to companies operating in Eastern Europe and in the Commonwealth of Independent States.
INVL Baltic Sea Growth Fund will invest in medium-sized companies with an attractive risk-return ratio, providing them with capital for further growth. The Fund will seek to form a diversified portfolio of Baltic Sea region companies and will focus on growth capital, buyout, and "buy and build" investments.
The Management Company manages eight 2nd pillar lifecycle pension funds (for further information please see www.invl.com). The new funds established at the beginning of 2019 are based on the ongoing reform of the country's pension system, whereby residents will accumulate in 2nd pillar lifecycle pension funds from 2019. Saving in lifecycle pension funds is distinguished by the fact that residents no longer need to take care of changing funds – the investment strategy according to the age of participants is changed by the funds themselves, thus ensuring that the accruing individuals assume the appropriate ratio of risk and expected earnings.
The pension fund INVL MEDIO III 47+ invests up to 50 per cent of the funds in shares of companies and related investments and at least half of its assets in the bonds issued or guaranteed by governments and central banks, bank deposits and corporate bonds
The pension fund INVL EXTREMO III 16+ invests in corporate shares and related investments, without any limitations on investment regions or sectors.
The pension fund INVL Bold invests in corporate shares, without any limitations on investment regions or sectors.
The pension fund INVL Prudent invests in equal shares in shares, bonds and real estate, without any limitations on investment regions or sectors.
The pension fund INVL STABILO III 58+ / INVL Stable invests in bonds issued or guaranteed by states or municipalities and corporate bonds.
shall be assigned depending on the implementation of the annual business plan and/or budget of the Management Company, achievement of annual goals set by the employee's division and realisation of the employee's individual plans and tasks specified in the employee's individual evaluation plan. The official monthly salary shall be determined so that the appropriate proportions of the official monthly salary and its extra pays are ensured. The official monthly salary shall comprise a significant portion of the entire salary paid to the employee so that the Management Company could implement a flexible incentive policy. The extra pay shall be paid according to the following terms:
Usually the extra pay is paid in cash. Acting in compliance with the principle of proportionality, the Management Company shall not apply the requirement to mandatorily pay a certain portion of the extra pay in financial instruments. However, if the Management Company provides such possibility, the extra pay may, at the employee's choice, be paid in financial instruments or equivalent instruments (share options, contributions to the private pension fund). An extra pay, including its carry-forward portion, may be assigned and/or paid out to the employee provided that the Management Company is in a sustainable financial position, having regard to the operating results of the Management Company and/or its division and only in the case that the results of the employee's annual individual evaluation are positive. Having regard to the size and organisational structure of the Management Company, no remuneration committee shall be formed. Remuneration of the General Manager, Internal Auditor and other employees of the Management Company whose subordination (responsibility) is assigned to the Board according to the management structure approved by the Board of the Management Company (both the official monthly salary and annual extra pays) shall be determined (allocated) by the Board of the Management Board. The remuneration of all other employees shall be determined by the General Manager of the Management Company. The list of these persons is provided in subparagraph 36.2 of the Prospectus.
The Management Company has concluded the distribution services agreement for the Company with UAB FMĮ Finasta. This agreement nominally encompasses the actions related to the distribution of Shares; however, under this services agreement only the services excluding the distribution of Shares are provided de facto (the provided services encompass the liaising with the Shareholders who are clients of UAB FMĮ Finasta and who keep their Shares in the securities accounts managed by UAB FMĮ Finasta). After the Management Company together with the Shareholders have adopted the decision regarding the issue and distribution of new Shares, a new respective agreement between the Management Company and UAB FMĮ Finasta will be concluded by respectively providing mandatory notifications to the Supervisory Authority under the applicable legal acts.
The Management Company can delegate functions to third parties entitled to provide respective services in compliance with the requirements of the applicable legal acts.
The Management Company shall have no right to delegate so many of its management functions to another company that it would have practically no management functions left.
The delegation of some of the functions to another company shall not exempt the Management Company from its liability.
See the note in paragraph 37 of the Prospectus.
duty to keep records of such assets of the Company appears only at the moment when the Depository is provided with documents confirming which assets make up the Company's assets;
39.2.17. upon request of the Company, to provide information about the third parties used by the Depository for the performance of the respective functions and information on the criteria used for the selection of the third party and the actions to be taken to monitor the activity of the chosen third party.
During the preparation of the Prospectus, the Management Company has not received any information about any potential conflicts of interest related to the Depository; however, there is a probability that the Depository can provide services to other collective investment undertakings which have similar investment objectives, investment strategy and investment policy as the Company. Thus, there might be situations when the Depository will have a potential conflict of interest in respect of the Company during the provision of its services to the Company. In such situations, the Depository will have to take into account the provisions of the agreements concluded by the Company and/or the Management Company with the Depository for the benefit of the Company. Moreover, the Depository will have to ensure that the Management Company, the Company and the Shareholders are treated fairly and in their best interests, as this is practically feasible in a particular situation.
In 2019, the audit of the Company was performed by an independent audit company UAB PricewaterhouseCoopers, J. Jasinskio St. 16B, LT-03163 Vilnius, +370 5 239 2300, No. 001273, 20 December 2005.
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An independent valuation of the portfolio of the Company's investments into the portfolio companies is carried out during the preparation of the annual financial statements of the Company. The valuation as of 31 December 2019 was performed by UAB Deloitte Verslo Konsultacijos, +370 5 255 300, Jogailos g. 4, Vilnius 01116,
The Company can be liquidated:
Upon decision to liquidate the Company, the Management Company shall automatically become the liquidator of the Company which shall perform all the liquidator's functions.
The Company shall operate for 10 years after the date of the permission of the Supervisory Authority to approve the incorporation documents of the Company and to choose the depository for the first time (i.e. 14 July 2016). The term of the Company's activities can be additionally extended for a period not exceeding 2 years. The decision regarding the extension of the term of the Company's activities can be adopted by the General Meeting no later than 6 months prior to the expiration of the term of the Company's activities or the extended term of the Company's activities (provided that the term of the Company's activities has been extended for a period shorter than 2 years). At least 3 months prior to the expiration of the term of the Company's activities, the General Meeting shall adopt a decision regarding the liquidation of the Company. In case of liquidation of the Company, accounts with the Shareholders shall be settled in accordance with the procedure laid down by the Articles of Association.
After the decision to liquidate the Company has entered into force, the liquidator shall immediately submit to the Supervisory Authority a set of financial statements of such Company prepared on the basis of the data as of the adoption of the decision to liquidate the Company, the audit opinion on this set and the audit report. Assets of the Company being liquidated shall be sold while acting under the best conditions and in the best interests of the Shareholders. The General Meeting shall have no right to adopt decisions that would oblige the liquidator to act otherwise than under the best conditions and in the best interests of the Shareholders, including but not limited to the setting of deadlines for the completion of the liquidation procedure as well as the procedure and terms for the sale of the Company's assets. Accounts with the Shareholders shall be settled in cash. A detail procedure for the sale of the assets of the Company being liquidated shall be established by the Supervisory Authority.
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Upon liquidation of the Company, the assets of the Company shall be sold and the cash remaining after the performance of the debt obligations shall be divided among the Shareholders pro rata to the number of shares held by them. In the case of the Company's liquidation, accounts with the Shareholders shall be settled by transferring the amounts payable to the Shareholders into the bank accounts indicated by the Shareholders or (if the Shareholder's data are not known) to the depository account under the procedure established by the legal acts. Accounts with the Shareholders shall be settled in Euro. Settlement with the Shareholders of the Company can be suspended or effected only in part by the decision of the Management Company until the Company has received the tax administrator's confirmation regarding the settlement with the state and/or municipal budgets and state money funds.
45.1. The Manager and the Chief Finance Officer of the Management Company shall be held responsible for the information provided in the Prospectus:
45.2. No advisor services have been sought for the preparation of the Prospectus.
I, Laura Križinauskienė, General Manager of UAB INVL Asset Management, hereby confirm that the information provided in the Prospectus is true and correct and that it contains no concealed facts that could have a material impact on investor decisions
(Signature)
(Signature)
I, Vytenis Lazauskas, Head of the Financial Division of UAB INVL Asset Management, hereby confirm that the information provided in the Prospectus is true and correct and that it contains no concealed facts that could have a material impact on investor decisions
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