On 30 January, 2010 the General Shareholders Meeting of Invalda AB adopted
the
following resolutions:
1. Partially change November 14, 2008 decision
of the General Meeting of
Invalda AB shareholders on the first item on the
agenda and lay out it as
follows:
„1. Regarding non-public LTL 25 m
convertible bonds issue.
To issue non-public convertible bonds of nominal
value 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:
a) 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);
and/or
b) to 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
is to be rounded by arithmetical
rules) and to get interest 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
share capital);
A - number of issued new shares converting bonds at the ratio
100/5.5;
S - number of days starting from 31st calendar day when obligation
to pay cash
flows appeared until bonds' expiry date.
c) interest is paid as
specified below:
i) annual interest of 9.9%, calculated till December 31, 2009
on the nominal
value of bonds, is paid on July 1, 2010. Extra interest of 9.9%
for the period
from January 1, 2010 till June 30, 2010, calculated on the
interest amount
accumulated as of 31 December, 2009, is paid on July 1, 2010;
ii) annual interest of 9.9%, calculated on the nominal value of bonds for
the
period from January 1, 2010 till June 30, 2010, is paid on July 1, 2010;
iii) annual interest of 9.9%, calculated on the nominal value of bonds for
the
period from July 1, 2010 till June 30, 2011, is paid on July 1, 2011;
iv) in case of bonds redemption annual interest of 9.9%, calculated on
the
nominal value of bonds for the period from July 1, 2011 till June 30,
2012, is
paid on July 1, 2012;
v) in case bonds are converted to ordinary
registered shares, interest is
calculated as specified in paragraph b for a
period till a day of registering
shares in personal securities account. If
hereby calculated interest exceeds
the interest paid as specified in
paragraphs ii and iii, the difference between
interest calculated as specified
in paragraph b and interest paid as specified
in paragraphs ii and iii has to
be paid to the owner of bonds on a day of
registering shares in personal
securities account. If interest calculated as
specified in paragraph b is less
than the interest paid as specified in
paragraphs ii and iii, the owner of
bonds is obliged to pay the difference
between the interest paid as specified
in paragraphs ii and iii and the
interest calculated as specified in paragraph
b to Invalda AB within 5 (five)
working days from a day of registering shares
in personal securities account.
To pledge the following assets to the owner
of convertible bonds:
- by primary pledge 99 990 ordinary registered Sanitas
AB (company code
134136296) shares. The total value of pledged shares
determined by the parties
is 1 499 850 Litas. Shares are pledged by pledge
bond.
- by primary pledge 33 265 440 ordinary registered Invaldos
Nekilnojamojo
Turto Fondas AB (company code 152105644) shares, what amounts to
100% of all
shares issued by this company. The total value of pledged shares
determined by
the parties is 49 000 000 Litas. Shares are pledged by pledge
bond.
- by primary pledge 990 000 ordinary registered Naujoji Svara UAB
(company code
125235345) shares, what amounts to 100% of all shares issued by
this company.
The total value of pledged shares determined by the parties is 2
000 000 Litas.
Shares are pledged by pledge bond.
- by repeated pledge 6 972
000 ordinary registered Sago UAB (company code
301206878) shares, what amounts
to 100% of all shares issued by this company.
The total value of pledged
shares determined by the parties is 1 Litas. Shares
are pledged by pledge
bond.
- by primary pledge 4 282 000 ordinary registered INTF investicija UAB
(company
code 300643227) shares, what amounts to 100% of all shares issued by
this
company. The total value of pledged shares determined by the parties is
1
Litas. Shares are pledged by pledge bond.
- by primary pledge call right
to 625/811 part of 7 977 951,60 LTL loan, this
equals to 6 548 019 LTL,
according to the loan agreement of Invalda AB and
Sanitas AB (company code
134136296) signed on 31 December, 2008. Call right is
pledged by pledge bond.
- by repeated pledge call right to 10 906 507.76 LTL according to Invalda
AB
and Invaldos Nekilnojamojo Turto Fondas AB (company code 152105644)
loan
agreements: 31 December, 2008, 3 992 048.32 LTL; 30 April, 2009, 130 000
LTL;
17 June, 2009, 1 660 286.97 LTL; 16 September, 2009, 948 881.80 LTL;
15
December, 2009, 3 472 873.40 LTL; 31 December, 2009, 702 417.27 LTL. Call
right
is pledged by pledge bond.
- by repeated pledge call right to 10 308
356,10 LTL according to Invalda AB
and Naujoji Svara UAB (company code
125235345) loan agreements: 31 December,
2008, 774 000 LTL; 13 November, 2008,
4 676 178.74 LTL; 13 November, 2008, 435
555.93 LTL; 5 January, 2009, 33 400
LTL; 12 January, 2009, 35 000 LTL; 13
January, 2009, 726 000 LTL; 13 January,
2009, 485 000 LTL; 3 February, 2009, 60
000 LTL; 25 February, 2009, 37 612.05
LTL; 31 December, 2009, 3 045 609.38 LTL.
Call right is pledged by pledge
bond.
Pledged assets may be changed upon agreement of Invalda AB and the
owner of
convertible bonds.
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, 2012.
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,
2012, by delivering written application to Invalda AB. The
day when written
application is delivered is considered to be the end of bonds
redemption term.
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,
2012. In this case bonds
will be converted to shares on July 1, 2012.
If the
application to convert bonds or part of the bonds to shares isn't
delivered by
investor to Invalda AB until April 2, 2012 (inclusive), bonds or
part of the
bonds are not converted to shares; bonds owned by the investor are
redeemed on
July 1, 2012.
Invalda AB liabilities to the investor who acquired the whole
issue of
convertible bonds will be protected by Invalda AB and/or the third
parties'
asset pledge. Particular asset and its pledge order will be indicated
in bonds
subscription agreement.
Main facts about the shares that bonds will
be converted to:
- class - ordinary registered shares;
- maximum 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
Articles of
Association of Invalda AB. Shares issued converting bonds will be
merged with
the effectual share issue and could be traded on the NASDAQ OMX
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 LTL 4 545
455.
The share capital of Invalda AB 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 authorized
to change in the Articles of Association of Invalda
AB the size of the share
capital and number of shares and to provide the
amended Articles of Association
to the Register of Legal Entities.
In this
case payment for the convertible bonds is considered to be payment for
the
shares bonds were converted to.“
2. Partially change November 14, 2008
decision of the General Meeting of
Invalda AB shareholders on the third item
on the agenda and lay out it as
follows:
„3. Regarding non-public LTL 50 m
convertible bonds issue.
To issue non-public convertible bonds of nominal
value 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
- to 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
is to be
rounded by arithmetical rules) and to get annual interest of 9.9%
(considering
there are 365 days per year) calculated for a period till January
7, 2010
(inclusive). Interest from January 8, 2010 is not calculated if the
decision
to issue new convertible bonds of nominal value LTL 7 440 000 is
adopted and
the right to purchase the above mentioned issue is granted to DIM
Investment
UAB.
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. The day when
written
application is delivered is considered to be the end of bonds
redemption term.
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.
To approve the decision of the Board of Invalda AB to pledge
the following
assets to the Investor who acquired the whole issue of
convertible bonds:
- either ordinary registered shares of Invaldos
Nekilnojamojo Turto Fondas AB;
- and (or) ordinary registered shares of Kauno
Tiltai AB by primary or
secondary pledge;
- and (or) ordinary registered
shares of Sanitas AB;
- and (or) any other assets agreed by parties;
-
pledged assets may be changed upon agreement of the parties.
The nominal value
of the pledged bonds should constitute 70 percent of the
market value of all
pledged assets; the market value is determined by the
parties on the day of
conclusion of bonds purchase agreement.
Main facts about the shares that
bonds will be converted to:
- class - ordinary registered shares;
- maximum
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 Articles of
Association of Invalda AB. Shares issued converting bonds will
be merged with
the effectual share issue and could be traded on the NASDAQ OMX
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 LTL 9 090
909.
The share capital of Invalda AB 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 authorized
to change in the Articles of Association of Invalda
AB the size of the share
capital and number of shares and to provide the
amended Articles of Association
to the Register of Legal Entities.
In this
case payment for the convertible bonds is considered to be payment for
the
shares bonds were converted to.“
3. To issue non-public convertible bonds
of nominal value LTL 7 440 000.
Total convertible bonds issue size is 74 400
units, the nominal value of one
convertible bond is LTL 100.
The convertible
bonds of this issue grant the right:
a) 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);
and/or
b) to 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
is to be rounded by
arithmetical rules) and to get interest 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 share capital);
A - number of issued new shares converting
bonds at the ratio 100/5.5;
S - number of days starting from 31st calendar
day when obligation to pay cash
flows appeared until bonds' expiry date.
c)
interest is paid as specified below:
i) annual interest of 9.9% which is
calculated on the nominal value of bonds
for the period from January 9, 2010
(inclusive) till June 30, 2010 is paid on
July 1, 2010. Interest for this
issue (LTL 7 440 000) is calculated as
mentioned in this paragraph because
interest for the issue of LTL 50 m is
terminated on January 7, 2010.
ii)
annual interest of 9.9%, calculated on the nominal value of bonds for
the
period from July 1, 2010 till June 30, 2011, is paid on July 1, 2011;
iii) in case of bonds redemption annual interest of 9.9%, calculated on
the
nominal value of bonds for the period from July 1, 2011 till July 1, 2012,
is
paid on July 1, 2012;
v) in case bonds are converted to ordinary
registered shares, interest is
calculated as specified in paragraph b for a
period till a day of registering
shares in personal securities account. If
hereby calculated interest exceeds
the interest paid as specified in
paragraphs i and ii, the difference between
the interest calculated as
specified in paragraph b and the interest paid as
specified in paragraphs i
and ii has to be paid to the owner of bonds on a day
of registering shares in
personal securities account. If interest calculated as
specified in paragraph
b is less than the interest paid as specified in
paragraphs i and ii, the
owner of bonds is obliged to pay the difference
between the interest paid as
specified in paragraphs i and ii and the interest
calculated as specified in
paragraph b to Invalda AB within 5 (five) working
days from a day of
registering shares in personal securities account.
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, 2012.
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,
2012, by delivering written
application to Invalda AB. The day when written
application is delivered is
considered to be the end of bonds redemption term.
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, 2012. In this case bonds
will be converted to
shares on July 1, 2012.
If the application to convert bonds or part of the
bonds to shares isn't
delivered by investor to Invalda AB until April 2, 2012
(inclusive), bonds or
part of the bonds are not converted to shares; bonds
owned by the investor are
redeemed on July 1, 2012.
Invalda AB liabilities
to the investor who acquired the whole issue of
convertible bonds will be
protected by Invalda AB and/or the third parties'
asset pledge. Particular
asset and its pledge order will be indicated in bonds
subscription agreement.
Main facts about the shares that bonds will be converted to:
- class -
ordinary registered shares;
- maximum number of shares bonds can be converted
to - 1 352 727 shares;
- nominal value - 1 (one) LTL;
- granted rights - all
property and non-proper rights stated in the Articles of
Association of
Invalda AB. Shares issued converting bonds will be merged with
the effectual
share issue and could be traded on the Vilnius Stock Exchange
from the moment
of issues merge.”
4. To withdraw for all shareholders the pre-emptive right
to acquire 7 440 000
LTL convertible bonds issue.
The right to acquire all
convertible bonds of this issue is granted to DIM
Investment UAB, code
301145749, registered address Konstitucijos ave. 23,
Vilnius, Lithuania.
The
reason for withdrawal of the pre-emptive right is to secure funds to
rearrange
the liabilities of Invalda AB.
5. The decision of the General Meeting of
shareholders to issue LTL 7 440 000
non-public convertible bonds is also the
decision to increase Invalda AB share
capital by LTL 1 352 727.
The share
capital of Invalda AB 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 the third part
of this 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 the Articles of Association of
Invalda AB the size of
the share capital and number of shares and to provide
the amended Articles of
Association to the Register of Legal Entities. In this
case payment for the
convertible bonds is considered to be payment for the
shares bonds were
converted to.
6. Not to discuss the question regarding
approval of new wording of Regulations
of the Formation and Activity of the
Audit Committee of Invalda AB.
Kristina Gudauskaite
Assistant to
president
Tel. + 370 5 2752776
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