The Board of one of the largest Lithuanian investment companies’ Invalda AB finished the drawing – up of the Company‘s split – off terms and initiated a share buy – back program for acquisition of up to 10 percent of treasury shares.
According to the publicly announced split – off terms, a part of Invalda AB will be split – off and on the basis of this part a new public joint – stock company Invalda Privatus Kapitalas AB will be formed. In the split – off, 45.45 percent of the total assets of the Company (a balance sheet value of the Company’s assets at the end of September 2012 totaled to LTL 376.437 million) as well as 45.45 percent of the Company’s equity capital and liabilities will be allocated to the newly established entity. The shares in Invalda Privatus Kapitalas AB are not going to be listed on NASDAQ OMX Vilnius Stock Exchange.
The new name of the Company after the split – off will be Invalda LT AB.
“If the shareholders of Invalda AB approve the terms, the split – off may be finished within the first half of the current year” – said Dalius Kaziunas, the President of the Company.
In the split – off, the Company‘s shares in Cedus Invest UAB (which holds 36.9 percent of shares in Litagra UAB) and Vilniaus Baldai AB will be allocated to the companies continuing after the split – off proportionally, i.e. 39.35 percent of shares in Vilniaus Baldai AB and 54.55 percent in Cedus Invest UAB will be allocated to Invalda LT AB; 32.79 percent of shares in Vilniaus Baldai AB and 45.45 percent of shares in Cedus Invest UAB will be allocated to the newly established company Invalda Privatus Kapitalas AB.
According to the split – off terms the following assets of a balance value of LTL 85.651 million will be allocated to Invalda LT AB after the split – off: commercial real estate objects (that currently are under possession of Invalda Nekilnojamojo Turto Fondas UAB) as well as IT and facility management companies and Kelio Zenklai UAB. Furthermore, the assets of a balance sheet value of LTL 66.281 million will be allocated to Invalda Privatus Kapitalas AB, in particular real estate objects that are currently under development as well as service companies acting under the „Inreal“ brand.
Other financial assets, including cash and smaller investments will be split – off allocating LTL 71.292 million to Invalda LT AB and LTL 64.044 million to Invalda Privatus Kapitalas AB.
After the split – off, total balance value of the assets of Invalda LT AB (as of September 30, 2012) will amount to LTL 205.355 million; total balance value of the assets of Invalda Privatus Kapitalas AB will amount to LTL 171.083 million.
The authorized capital of Invalda LT AB after the split – off (on the condition that the Company does not acquire treasury shares) will amount to LTL 28.259 million and the authorized capital of Invalda Privatus Kapitalas AB will total to LTL 23.543 million. If before the completion of the split – off the Company acquires treasury shares, the above mentioned authorized capitals will be reduced accordingly.
At the completion of the split – off, the amount of shares held by shareholders of Invalda AB will be reduced by 45.45 percent and the same amount of shares in the new company (not listed on NASDAQ OMX Vilnius Stock Exchange) will be issued to those shareholders. For example, the shareholder who held 10.000 shares in Invalda AB, after the split – off would receive 5.455 shares in Invalda LT AB and 4.545 shares in Invalda Privatus Kapitalas AB.
The shareholders holding the shares the nominal value less than 1/10 of the authorized capital of the Company, will have a right within 45 days after approval of the split – off terms by the general meeting of shareholders to request that their shares would be redeemed by the Company. The price as well as the procedure of redemption will be approved by the Board; however the price may not be lower than the average price of the Company’s shares on NASDAQ OMX Vilnius Stock Exchange within 6 last months.
“In addition, the Board of Invalda AB initiated a share buy – back program for acquisition of up to 10 percent of treasury shares for the price of LTL 8.287 (EUR 2.4). The total amount of LTL 42.9 million has been allocated to this share buy – back program. According to the decision of the Board, the acquisition will start on February 19 and will last two weeks”, – D. Kaziunas said.
After the split – off, Darius Sulnis, Alvydas Banys and Irena Ona Miseikiene as well as the persons related to them will be the largest shareholders in Invalda LT; and Vytautas Bucas, Algirdas Bucas and Irena Ona Miseikiene will be the largest shareholders in Invalda Privatus Kapitalas AB.
The person authorized to provide additional information:
Dalius Kaziunas
President
Tel. (8 5) 273 3278
Email: [email protected]