Changes in company's own shares
Information regarding the mandatory redemption of shares
Joint Stock Company “Grindeks” hereby informs that today according the decision of Financial and Capital Market Commision dated on 28 May 2019 and the announcement in the official journal “Latvijas Vēstnesis” dated on 29 May 2019 starts the mandatory takeover bid of JSC “GRINDEKS” shares by shareholder “Liplat Holding” Ltd.
The following details of this mandatory share repurchase offer (the “Offer”) are being published in accordance with section 73(4) of the Financial Instruments Market Act (“FIMA”):
The Target of the Offer is JSC “Grindeks”, reg. No. 40003034935, registered office at 53 Krustpils iela, Riga LV-1057, Latvia, phone +371 67083500, fax +371 67083505, email address firstname.lastname@example.org, website address www.grindeks.lv.
The person making the Offer is “Liplat Holding”Ltd., a private limited company entered on the commercial register of the Latvian Enterprise Registry on 11 April 2019, reg. No. 40203206071, registered office at 23 Raunas iela, Riga LV-1039, Latvia.
The repurchase price and methods used for computing it
The repurchase price is EUR 12.59 (twelve euros and fifty-nine cents) for one share in the Target.
The repurchase price has been computed according to methods indicated by FIMA section 74(1) by choosing the one that leads to the highest repurchase price. The repurchase price has been computed according to the method prescribed by FIMA section 74(1)(3), i.e. the value of one share has been computed by dividing the Target’s net assets by the number of its issued shares. The repurchase price in the Offer cannot be lower than the one calculated on the basis of the Target’s consolidated financial statements for 2017 approved by its general meeting of shareholders by dividing the Target’s group net assets by the number of its issued shares.
The time limit for the Offer and the time limit for announcing its results
The time limit for the Offer is 30 (thirty) days after the day on which the Offeror publishes details of the Offer in the official gazette “Latvijas Vestnesis” in accordance with FIMA section 73(4).
If the Offer expires on a Saturday, Sunday or public holiday, the following working day will be considered the last day of the Offer.
The Target’s shareholders may respond to the Offer by 4 p.m. on its last day.
The Offeror shall file a statement of the Offer results with the Financial and Capital Market Commission, with Nasdaq Riga as organiser of the regulated market, and with the Target immediately but no later than within 5 (five) working days after the expiry of the Offer.
The Offeror shall publish a notice of the Offer results in the official gazette “Latvijas Vestnesis” within 5 (five) working days after the expiry of the Offer.
The place and time for reading the prospectus
The prospectus can be read or a copy received at law firm PricewaterhouseCoopers Legal, at 21–21 Kr.Valdemara iela, Riga LV-1010, 7th floor, within the time limit of the Offer, on working days from 9 a.m. to 5 p.m. An appointment should made by calling assistant barrister Janis Gavars on +371 67094400.
The prospectus will be posted on the Nasdaq Riga website in accordance with the procedure and time limit prescribed by FIMA.
The Offer closing date, the results announcement date, and the payment date
The Offer will close on 28 June 2019.
The Offer results will be announced on 5 July 2019.
Payment will be made on 5 July 2019.
Attached: The prospectus of the mandatory takeover bid in Latvian of Joint Stock Company „GRINDEKS”
Head of the Communications Department, JSC “Grindeks”
Phones: (+371) 67083370, (+371) 29256012
Fax: (+371) 67083505