| On 2 September 2016, Baltic Champs Group, UAB, which is a shareholder of AB Agrowill Group (hereinafter, the Company), signed 7 agreements on granting options in the future regarding shares in the Company with the following persons (hereinafter each of them individually referred to as a “Seller”, whereas all of them collectively – as the “Sellers”): 1. Vretola Holdings Limited, registered in the Republic of Cyprus, legal entity code HE270472 (the number of the option shares: 27.511.660); 2. UAB Eastern Agro Holdings, registered in the Republic of Lithuania, legal entity code 300125868 (the number of the option shares: 8.728.512); 3. Harberin Enterprises Limited, registered in the Republic of Cyprus, legal entity code HE 268672 (the number of the option shares: 2.000.000); 4. Volemer Holdings Limited, registered in the Republic of Cyprus, legal entity code HE 268133 (the number of the option shares: 28.440.895); 5. Domantas Savičius (the number of the option shares: 766.857); 6. Marius Žutautas (the number of the option shares: 435.000); 7. Vladas Bagavičius (the number of the option shares: 645.000). According to the signed agreements, in case in the period from 19 September 2016 to 23 September 2016 inclusively the Sellers or any of them express their will in writing to sell the option shares they hold, Baltic Champs Group, UAB will become subject to the duty to buy all the option shares held by the Seller who expressed such a will and to pay the option price by 15 November 2017, inclusively, and the title to the option shares will pass from the moment of payment of the full option price payable to a relevant Seller. According to the agreements signed with the Sellers indicated in items 1-3 above, the option price is EUR 0.622 for 1 (one) share of the Company if Baltic Champs Group, UAB pays the option price to a relevant Seller by 15 November 2016 inclusively or EUR 0.721 for 1 (one) share of the Company if Baltic Champs Group, UAB pays the option price to a relevant Seller by 15 November 2017 inclusively. According to the agreements signed with the Sellers indicated in items 4-7 above, the option price is EUR 0.579 for 1 (one) share of the Company if Baltic Champs Group, UAB pays the option price to a relevant Seller by 15 November 2016 inclusively or EUR 0.666 for 1 (one) share of the Company if Baltic Champs Group, UAB pays the option price to a relevant Seller by 15 November 2017 inclusively. Referring to the above, the Company would like to draw investors’ attention to the fact that it is not currently clear whether at least one of the shareholders of the Company, who will get the option in the future, will really exercise it (if the option is not exercised, a relevant agreement will expire automatically) and whether Baltic Champs Group, UAB will have to buy the option shares of the Seller that exercised the option and, if yes, what the exact number of the shares of the Company is that Baltic Champs Group, UAB would have to buy. Besides, it is not clear in this stage for what price the shares of the Company would be bought. As it is evident from the information given above, if the option were exercised in the future, the purchase price of the shares of the Company would depend on the payment date selected by Baltic Champs Group, UAB (by 15 November 2016 or by 15 November 2017). Besides, the agreements provide for different possible purchase prices of the shares to be paid to different Sellers who will get the put option. | |
