The Board of Invalda AB approved the draft resolutions for the Extraordinary General Meeting of shareholders to be held on.
On the agenda:
1. Regarding non-public LTL 25 m convertible bonds issue.
2. Regarding withdrawal of shareholders pre-emption right to acquire LTL 25 m convertible bonds.
3. Regarding non-public LTL 50 m convertible bonds issue.
4. Regarding withdrawal of shareholders pre-emption right to acquire LTL 50 m convertible bonds.
5. Regarding public LTL 30 m convertible bonds issue.
6. Regarding Invalda AB share capital increase related to issues of convertible bonds.
1. To issue non public convertible bonds of LTL 25 000 000. Total convertible bonds issue size is 250 000 units, the nominal value of one convertible bond is LTL 100. The convertible bonds of this issue grant the rights to:
– receive nominal value of redeemed bonds or part of bonds as well as annual interest of 9.9% (considering there are 365 days per year). Interest is paid on the redemption day;
and/or
– convert all or part of bonds to ordinary registered shares. One bond of nominal value LTL 100 is to be converted to ordinary registered shares at ratio 5.5 (one bond would be converted into 18.18 shares approximately, final result will be rounded by arithmetical rules). On a day of registering shares in personal securities account the interest for convertible bonds is to be paid. Interest is to be calculated according to the formula: P = SUM (i=1,…..,n) [Di * A * (1+0,099/365*S)],
whereas:
P – interest;
Di – ith accrued cash flow for one ordinary registered Invalda AB share for the period of bonds validity (cash flow – allocated dividends and/or payouts reducing authorised capital);
A – number of issued new shares converting bonds at the ratio 100/5.5
S – number of days starting from 31st calendar when obligation to pay cash flows appeared until bonds’ expiry date.
Terms of converting bonds to shares:
The period when bonds can be converted to shares according to the application of investor expires on July 1, 2010. The investor, who acquired the whole bonds issue and chooses to convert to shares all owned bonds, can exercise this right at any time until April 2, 2010, by delivering written application to Invalda AB. Invalda AB obliges to convert to shares all bonds owned by the investor no later than 10 business days from the day when written application was received. If the investor owns part of the bonds issue and chooses to convert to shares all or a part of bonds, or if the investor owns the whole bonds issue and chooses to convert to shares only part of the owned bonds, investor must deliver to Invalda AB written application on April 2, 2010. In this case bonds will be converted to shares on July 1, 2010. If the application to convert bonds or part of the bonds to shares isn’t delivered by investor to Invalda AB until April 2, 2010 (inclusive), bonds or part of the bonds are not converted to shares; bonds owned by the investor are redeemed on July 1, 2010. Invalda’s AB obligations to owners of these convertible bonds may be warranted pledging assets with a market value 1.4 times exceeding the bonds nominal value at the moment of pledge. The Board of Invalda AB is authorised to pass a decision on pledge of assets.
Main facts about the shares that bonds will be converted to:
– class – ordinary registered shares;
– maximal number of shares bonds can be converted to – 4 545 455 shares;
– nominal value – 1 (one) LTL;
– granted rights – all property and non-proper rights stated in the Bylaws of Invalda AB. Shares issued converting bonds will be merged with the effectual share issue and could be traded in Vilnius Stock Exchange from the moment of issues merge.
The decision of the General Meeting of shareholders to issue LTL 25 000 000 non-public convertible bonds is also the decision to increase Company’s share capital by 4 545 455 LTL. The share capital of Invalda will be increased by the amount equal to the total nominal value of shares convertible bonds were converted to if the owner expressed in writing the choice to convert bonds to shares in a period indicated in this part of the decision of the General Meeting of shareholders. When convertible bonds issue term indicated in this part of the decision of the General Meeting of shareholders expires and the bonds owners express in writing their choice to convert bonds to shares, the Board of Invalda AB is authorised to change in Bylaws of Invalda AB the size of the share capital and number of shares and to provide the amended Bylaws to the Register of legal persons. In this case payment for the convertible bonds is considered to be payment for the shares bonds were converted to.
2. To withdraw all shareholders pre-emptive right to acquire LTL 25 m convertible bonds issue. The right to acquire all convertible bonds of this issue is granted to RB Finansai UAB, company code 301999571, located at A. Juozapaviciaus str. 9A, Vilnius. The reason for withdrawal of the pre-emptive right is to secure funds restructuring of liabilities of Invalda AB.
3. To issue non public convertible bonds of LTL 50 000 000. Total convertible bonds issue size is 500 000 units, the nominal value of one convertible bond is LTL 100. The convertible bonds of this issue grant the rights to:
– receive nominal value of redeemed bonds or part of bonds as well as annual interest of 9.9% (considering there are 365 days per year). Interest is paid on the redemption day;
and/or
– convert all or part of bonds to ordinary registered shares. One bond of nominal value LTL 100 is to be converted to ordinary registered shares at ratio 5.5 (one bond would be converted into 18.18 shares approximately, final result will be rounded by arithmetical rules). On a day of registering shares in personal securities account the interest for convertible bonds is to be paid. Interest is to be calculated according to the formula: P = SUM (i=1,…..,n) [Di * A * (1+0,099/365*S)],
whereas:
P – interest;
Di – ith accrued cash flow for one ordinary registered Invalda AB share for the period of bonds validity (cash flow – allocated dividends and/or payouts reducing authorised capital);
A – number of issued new shares converting bonds at the ratio 100/5.5
S – number of days starting from 31st calendar when obligation to pay cash flows appeared until bonds’ expiry date.
Terms of converting bonds to shares:
The period when bonds can be converted to shares according to the application of investor expires on July 1, 2010. The investor, who acquired the whole bonds issue and chooses to convert to shares all owned bonds, can exercise this right at any time until April 2, 2010, by delivering written application to Invalda AB. Invalda AB obliges to convert to shares all bonds owned by the investor no later than 10 business days from the day when written application was received. If the investor owns part of the bonds issue and chooses to convert to shares all or a part of bonds, or if the investor owns the whole bonds issue and chooses to convert to shares only part of the owned bonds, investor must deliver to Invalda AB written application on April 2, 2010. In this case bonds will be converted to shares on July 1, 2010. If the application to convert bonds or part of the bonds to shares isn’t delivered by investor to Invalda AB until April 2, 2010 (inclusive), bonds or part of the bonds are not converted to shares; bonds owned by the investor are redeemed on July 1, 2010. Invalda’s AB obligations to owners of these convertible bonds may be warranted pledging assets with a market value 1.4 times exceeding the bonds nominal value at the moment of pledge. The Board of Invalda AB is authorised to pass a decision on pledge of assets.
Main facts about the shares that bonds will be converted to:
– class – ordinary registered shares;
– maximal number of shares bonds can be converted to – 9 090 909 shares;
– nominal value – 1 (one) LTL;
– granted rights – all property and non-proper rights stated in the Bylaws of Invalda AB. Shares issued converting bonds will be merged with the effectual share issue and could be traded in Vilnius Stock Exchange from the moment of issues merge.
The decision of the General Meeting of shareholders to issue LTL 50 000 000 non-public convertible bonds is also the decision to increase Company’s share capital by 9 090 909 LTL. The share capital of Invalda will be increased by the amount equal to the total nominal value of shares convertible bonds were converted to if the owner expressed in writing the choice to convert bonds to shares in a period indicated in this part of the decision of the General Meeting of shareholders. When convertible bonds issue term indicated in this part of the decision of the General Meeting of shareholders expires and the bonds owners express in writing their choice to convert bonds to shares, the Board of Invalda AB is authorised to change in Bylaws of Invalda AB the size of the share capital and number of shares and to provide the amended Bylaws to the Register of legal persons. In this case payment for the convertible bonds is considered to be payment for the shares bonds were converted to.
4. To withdraw all shareholders pre-emptive right to acquire LTL 50 m convertible bonds issue. The right to acquire all convertible bonds of this issue is granted to Ms. Indre Miseikyte. The reason for withdrawal of the pre-emptive right is to secure funds restructuring of liabilities of Invalda AB.
5. To issue public convertible bonds of LTL 30 000 000. Total convertible bonds issue size is 300 000 units, the nominal value of one convertible bond is LTL 100. The convertible bonds of this issue on July 1, 2010 grant the rights to:
– receive nominal value of redeemed bonds or part of bonds as well as annual interest of 9.9% (considering there are 365 days per year). Interest is paid on the redemption day;
and/or
convert all or part of bonds to ordinary registered shares. One bond of nominal value LTL 100 is to be converted to ordinary registered shares at ratio 5.5 (one bond would be converted into 18.18 shares approximately, final result will be rounded by arithmetical rules). On a day of registering shares in personal securities account the interest for convertible bonds is to be paid. Interest is to be calculated according to the formula: P = SUM (i=1,…..,n) [Di * A * (1+0,099/365*S)],
whereas:
P – interest;
Di – ith accrued cash flow for one ordinary registered Invalda AB share for the period of bonds validity (cash flow – allocated dividends and/or payouts reducing authorised capital);
A – number of issued new shares converting bonds at the ratio 100/5.5
S – number of days starting from 31st calendar when obligation to pay cash flows appeared until bonds’ expiry date.
Owners of the bonds willing to convert all or part of owned bonds to shares of Invalda AB on April 1-2, 2010 (if indicated days are holydays, the consequent day) must deliver to Invalda AB written application. If the application isn’t delivered until April 2, 2010, the bonds won’t be converted to shares. Invalda’s AB obligations to owners of these convertible bonds may be warranted pledging assets with a market value 1.4 times exceeding the bonds’ nominal value at the moment of pledge. The Board of Invalda AB is authorised to pass a decision on pledge of assets.
Main facts about the shares that the bonds will be converted to:
– class – ordinary registered shares;
– maximal number of shares bonds can be converted to – 5 454 545 shares;
– nominal value – 1 (one) LTL;
– granted rights – all property and non-proper rights stated in the Bylaws of Invalda AB. Shares issued converting bonds will be merged with the effectual share issue and could be traded in Vilnius Stock Exchange from the moment of issues merge.
The shareholders of Invalda AB will have the pre-emptive right to acquire convertible bonds of this issue during 14 days after public announcement of the Register of legal persons (the first subscription stage). Within 1 (one) day of the first subscription stage the remaining bonds can be subscribed by shareholders who had the right to acquire convertible bond during the first subscription stage (the second subscription stage). The shareholders during both subscription stages have the right to subscribe such amount of convertible bonds that the total amount of acquired bonds wouldn’t exceed one convertible bond by 40 ordinary registered shares owned by the shareholder in the evening of the tenth business day after this General Meeting of shareholders.
If during the second subscription stage without prejudice to the above state order more than calculated in this decision convertible bonds are issued, the amount of subscribed shares during the second subscription stage is decreased for all shareholders proportionally.
The Board of Invalda AB is authorised to determine other conditions of the public convertible bonds issue and to announce them according to the laws.
The decision of the General Meeting of shareholders to issue LTL 30 000 000 non-public convertible bonds is also the decision to increase Company’s share capital by 5 454 545 LTL. The share capital of Invalda will be increased by the amount equal to the total nominal value of shares convertible bonds were converted to if the owner expressed in writing the choice to convert bonds to shares in a period indicated in this part of the decision of the General Meeting of shareholders. When convertible bonds issue term indicated in this part of the decision of the General Meeting of shareholders expires and the bonds owners express in writing their choice to convert bonds to shares, the Board of Invalda AB is authorised to change in Bylaws of Invalda AB the size of the share capital and number of shares and to provide the amended Bylaws to the Register of legal persons. In this case payment for the convertible bonds is considered to be payment for the shares bonds were converted to.
6. To change the Bylaws of Invalda AB and its new revision and to authorise the Board of the company to change in Bylaws of Invalda AB the size of the share capital and number of shares according to Parts 1, 3 and 5 of this decision of the General Meeting of shareholders and to provide the amended Bylaws to the Register of legal persons. As three convertible bond issues according to this decision are issued, the share capital of Invalda AB can be increased and registered in the Register of legal persons either separately converting bonds of every issue to shares or simultaneously converting to shares bonds of both non-public issues and separately of the public issue, or converting to shares all bonds at the same time.
Darius Sulnis
President
+370 273 4876