| AB Agrowill Group (hereinafter, the Company) and its present shareholders (Volemer Holdings Limited, Vretola Holdings Limited, UAB Eastern Agro Holdings, UAB Novitum, UAB Inovacinis ®emės Ūkis, Romualdas Antanas Petro¹ius, Aldona Petro¹ienė, Jurgis Petro¹ius, Marius ®utautas, Vladas Bagavièius, Domantas Savièius), a party of the one part, entered into the merger agreement (hereinafter, the Agreement) with Baltic Champs Group, UAB and Kęstutis Ju¹èius, a party of the other part regarding merger of the Company and the following companies: 1) Baltic Champs, UAB, legal entity code 302942064; 2)UAB eTime invest, legal entity code 300578676. According to the Agreement, it is planned to carry out the merger by way of issuing a new share issue by the Company, which will be paid for with non-monetary contributions – 100% of shares in Baltic Champs, UAB, which are owned by Baltic Champs Group, UAB, as well as 100% of shares in UAB eTime invest (this company possesses land plots through its subsidiary in Ukraine as the lessee), which are owned by Vretola Holdings Limited. For this purpose the Company undertook in the Agreement to issue and to offer to Baltic Champs Group, UAB and to Vretola Holdings Limited on the closing date (the closing is planned to be effected by 31 March 2014) to acquire the total number of 102,595,266 newly issued shares of the Company, for the total issue price of LTL 102,595,266. Baltic Champs Group, UAB will be offered to acquire 88,444,014 new shares and Vretola Holdings Limited will be offered to acquire 14,151,252 new shares out of the above-indicted number. Baltic Champs Group, UAB and Vretola Holdings Limited, in their own turn, undertook to acquire all the new shares of the Company in the above-indicated portions under the terms and conditions indicated in the Agreement, by signing share subscription agreements on the closing date and paying for the new shares with, respectively, 100% Baltic Champs, UAB block of shares and 100% UAB eTime invest block of shares. The Agreement also establishes that the Company will acquire from Kęstutis Ju¹èius 100% blocks of shares of agricultural companies, owned by him – UAB AGRO Ramuèiai (legal entity code 302854479) and UAB Luganta (legal entity code 300045023) according to a relevant share sale-purchase agreement for shares of these companies, pursuant to which the said shares will be transferred to the Company at the closing. The planned total price of these blocks of shares is LTL 5,705,215 (five million seven hundred and five thousand two hundred and fifteen litas), out of which LTL 356,867.45 (three hundred and fifty six thousand eight hundred and sixty seven litas 45 cents) will be paid for shares of UAB AGRO Ramuèiai and LTL 5,348,347.55 (five million three hundred and forty eight thousand three hundred and forty seven litas 55 cents) – for shares of UAB Luganta. Apart from subscription of the new shares, Baltic Champs Group, UAB will additionally acquire from Vretola Holdings Limited a block of shares of the Company, which will constitute 3% from the increased authorised capital of the Company. The Agreement inter alia provides for the following conditions precedent to the closing of the merger transaction: the Competition Council of the Republic of Lithuania will have issued an unconditional permit to effect concentration, as provided for in the Agreement; the general meeting of shareholders of the Company will have been lawfully convened and held and it will have adopted the necessary decisions on the increase of the authorised capital of the Company and the withdrawal of the pre-emptive right of the present shareholders of the Company to acquire newly issued shares of the Company and offering these shares to be acquired by Baltic Champs Group, UAB and Vretola Holdings Limited; the Bank of Lithuania will have approved the prospectus for listing the new share issue of the Company on the NASDAQ OMX Vilnius stock exchange and the Warsaw Stock Exchange, etc. Besides, following the Agreement, at the time of the closing, in addition to new share subscription agreements of the Company, the shareholders agreement will also be signed, which, in addition to the issues of the management of the Company, will also establish that after the closing of the merger transaction the mandatory tender offer to buy the remaining voting shares of the Company will be submitted and implemented by the above-indicated present shareholders of the Company together with the new shareholder Baltic Champs Group, UAB pro rata to the number of the Company shares held by them. | |
