Information about mandatory offer of share repurchase
Information about mandatory offer of share repurchase
Joint Stock Company “Grindeks” hereby informs that today according to 22nd December, 2020 Financial Capital Market Commission decision and the official announcement of the publisher “Latvijas Vestnesis” of December 23 rd, 2020, JSC “Grindeks” shareholder “Liplat Holding” Ltd. will begin the mandatory share repurchase offer process.
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 LAWAct (“FIML”):
The Target
The Target Company of the Mandatory Share Repurchase Offer: JSC “Grindeks”, registration number 40003034935; legal address: Riga, Krustpils Street 53, postal code: LV-1057, Latvia, T: +371 67083500, e-mail: grindeks@grindeks.lv, website: www.grindeks.lv.
Offeror
“Liplat Holding” Ltd., registered on 11.04.2019. with registration number 40203206071; legal address: Raunas Street 23, Riga, Latvia, postal code: LV-1039. Offeror holds 94,16% of JSC “GRINDEKS” shares.
One share repurchase price and methods used to determine the share price
One share repurchase price is EUR 13,59 (thirteen euros and fifty-nine cents).
To determine the repurchase price per share, the methods specified in Financial Instrument Market Law (FIML) Section 74, Paragraph one, Clauses 2 and 3 have been used, according to which the highest repurchase price of one share can be determined. In accordance with FIML Section 74, Paragraph three, the method specified in FIML Section 74, Paragraph one, Clause 1 shall not be used to determine the repurchase price. The repurchase price is determined by the method provided for in FIML Section 74, Paragraph one, Clause 2, by determining the share average weighted price on a regulated market or in a multilateral trading system in which the share concerned has had the highest turnover over the past 12 months. The share average weighted price shall be calculated for the last 12 months prior to the occurrence of the conditions specified in Section 66, Paragraph four of this Law.
The share repurchase maturity and the maturity of the result announcement
The maturity for the mandatory share repurchase offer shall be 30 (thirty) days from the day when the initiator, in accordance with FIML Section 73, Paragraph four, publishes the information regarding the share repurchase offer via official publisher “Latvijas Vestnesis”.
If the maturity expires on a holiday or day-off, the next working day will be considered as the last day of the offer.
On the last day of the offer maturity, shareholders of the Target Company may refer to the share repurchase offer until 16.00 o’clock.
An offeror shall submit a report regarding the results of the offer to the Finance and Capital Market Commission, the regulated market maker Nasdaq Riga and the Target Company without delay, but not later than 5 (five) working days after the expiry of the mandatory share repurchase offer.
Within 5 (five) working days after the expiry of the maturity of the mandatory share repurchase offer, an offeror shall publish an official announcement via official publisher “Latvijas Vestnesis” regarding the offer results.
Place and time where and when the prospectus can be familiarized
It is possible to familiarize with the prospectus, or a copy of it may be obtained at the “PricewaterhouseCoopers Legal” sworn lawyer bureau, Krisjana Valdemara Street 21, 7th floor, Riga, postal code: LV-1010, during the maturity of the offer, in working days beginning from 9.00 to 17.00, by applying in advance to the assistant of the sworn advocate Janis Gavars, by T: +371 25429674 or by e-mail janis.gavars@pwc.com.
The prospectus will be placed on the Nasdaq Riga website in accordance with the procedures and time-limits specified in the FIML.
The dates of the offer ending, result announcement and settlement implementation
The offer closure is on January 22nd, 2021.
The offer result announcement is on January 26st, 2021.
Settlement implementation is on January 27th, 2021.
Attachment: Joint Stock Company “Grindeks” mandatory share repurchase offer prospectus of 16.11.2020.
Contacts:
Laila Klavina
JSC “Grindeks” Head of Communication Department
T: 67083370, M: 29256012
F: 67083505
E-mail: laila.klavina@grindeks.lv
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