On 21 December 2015 the Bank of Lithuania approved the prospectus of issue of INVL Baltic Real Estate AB (hereinafter, the “Company”) ordinary registered shares (hereinafter, the “Prospectus”, please see the attached documents).
The approved Prospectus is designated to (i) the public offering of the new shares of the Company with the total nominal value of up to EUR 8,344,386.92 (number of shares – up to 28,773,748, nominal value of one share is EUR 0.29, the offer price per one share is EUR 0.40) and (ii) admission of up to 28,773,748 ordinary registered shares of the Company to be newly issued to trading on the Secondary List of AB Nasdaq Vilnius.
The decision with regards to issue of new shares of the Company, public offering and admission thereof to trading on a regulated market has been adopted in the extraordinary general meeting of shareholders of the Company on 28 October 2015 and has been detailed by the decisions of the Board of the Company.
Following the Prospectus, the offering consists of a public offering in Lithuania to: (i) existing shareholders of the Company as indicated in the Prospectus, (ii) retail investors and (iii) institutional investors. The offering to institutional investors also includes a private placement to institutional investors in certain jurisdictions outside of Lithuania and the United States in accordance with Regulation S under the U.S. Securities Act of 1933.
Each of the existing shareholders of the Company (which will hold shares thereof at the close of 31 December 2015) is entitled and is guaranteed that, in case it will participate in the offering (and provide the subscription for the respective number of the offer shares), such an existing shareholder will be allocated the offer shares pro rata to the nominal value of its shareholding in the Company as at the close of 31 December 2015 or any lesser number of offer shares, in case it places an order for less offer shares than indicated above.
The Prospectus provides with the following terms of provision of orders on acquisition of the new shares in the Company, and payment thereof:
(i) the subscriptions from the retail investors shall be accepted from 4 January 2016 till 3 March 2016 (until 5 p.m. Vilnius time). Until the end of this period, the retail investors shall pay the offer shares in full at the offer price (EUR 0.40 per one new share);
(ii) the subscriptions from the existing shareholders and the institutional investors shall be accepted from 4 January 2016 till 4 March 2016 (until 5 p.m. Vilnius time). Until the end of this period, the existing shareholders and institutional investors shall pay the offer shares in full at the offer price (EUR 0.40 per one new share). Institutional investors may pay the offer shares following the procedure established in the Prospectus.
Detailed conditions on provision of orders and payment thereof as well as allotment of offer shares are indicated in the Prospectus.
Determination and announcement of the final number of the offer shares and the allotment between the existing shareholders and the retail and institutional investors shall be established and announced on or about 7 March 2015.
IMPORTANT NOTICE:
This notification is not for distribution to United States newswire services or for dissemination in the United States, Canada, Japan or Australia or elsewhere where such dissemination is not appropriate.
Distribution of this announcement and other information in connection with the public offering may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
No offer or invitation to acquire securities of the Company is being made by or in connection with this notification. Any such offer is made solely by means of the Prospectus and the Prospectus is the only legally binding document containing information on the Company and on the public offering of the Company’s shares. The Prospectus is published through GlobeNewswire, the on-line information system of AB Nasdaq Vilnius, and on the Company’s website www.invlbalticrealestate.lt, as well as on the website of the offering broker INVL Finasta UAB FMĮ www.invlfinasta.com.
Furthermore, the Prospectus has been prepared on the basis that there will be no public offers of the Company’s shares, other than the offering to the public in the territory of the Republic of Lithuania in accordance with the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as implemented in Lithuania.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to US persons unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the securities will be made in the United States.
The person authorized to provide additional information:
Andrius Dauksas
Director
E-mail:andrius@InvaldaLT.com
Translation of the summary to the Prospectus into Lithuanian (INVL Baltic Real Estate).pdf
Prospectus (INVL Baltic Real Estate) (in English only).pdf
Decision of the LB on approval of the Prospectus (in Lithuanian only).pdf
