Snaige AB

Regulatory Filings • Dec 12, 2011

Disclosure 295844

Snaige AB - Notification on material event

The agreement for purchase-sale of shares and convertible bonds of the company was amended, part of shares according to the agreement was transferred

Alytus, Lithuania, 2011-12-12 15:47 CET (GLOBE NEWSWIRE) -- Snaigė AB, legal entity code: 249664610, office address: Pramonės str. 6, Alytus (hereinafter, the “Company”). On 12 December 2011, Russian company “Polair”, indirectly acting through UAB “VAIDANA” (hereinafter, the “Buyer”), and KJK Fund SICAV-SIF, Amber Trust SCA SICAF-SIF, Firebird Republics Fund, Ltd and Firebird Avrora Fund, Ltd (hereinafter, the “Sellers”) signed the amendment to the agreement for purchase-sale of shares and convertible bonds of the Company, dated 11 November 2011 (hereinafter, the “Agreement”), the signature of which was announced by the Company on 14 November 2011, by notifying the notification on material event. It was established by the amendment of the Agreement that shares of the Company held by the Sellers (i.e. 23,716,668 ordinary registered shares of the Company, constituting 59.86 percent of all shares and votes carried by them at general meeting of shareholders of the Company) will be transferred to the Buyer in two stages - on 12 December 2011 and not later than until 26 December 2011. On 12 December 2011 the Buyer acquired the title to 17,602,215 shares of the Company (i. e. 44.43% of all the shares of the Company) from the Sellers. The Buyer paid to the Sellers in total EUR 9,500,000.28 for all the acquired shares of the Company (i. e. EUR 0.53970482 for a single ordinary registered share of the Company). The remaining 6,114,453 units of shares of the Company, held by the Sellers (i. e. 15.43% of all the shares of the Company) shall be transferred to the Buyer paying EUR 0.53970482 for a single share not later than until 26 December 2011. Following the acquisition of title to shares of the Company by the Buyer he is required, under the Lithuanian takeover regulations, to submit and implement a mandatory tender offer to buy up the remaining voting shares of the Company and its securities confirming the right to acquire voting securities, unless the Buyer would transfer the shares of the Company, which entitle to more than 1/3 of votes in its general meeting of shareholders under the terms of the applicable legal acts. According to the knowledge of the Company, after the acquisition of its shares by the Buyer, the Buyer will submit and implement the mandatory tender offer following the terms and conditions, set in the applicable laws. Managing Director Gediminas Čeika +370 315 56206