Approved supplement to the prospectus of public offering of shares of AUGA group, AB and their admission to regulated markets
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THis STOCK EXCHANGE RELEASE.
On 17 July 2018 the Bank of Lithuania approved the supplement to the prospectus of public offering of ordinary registered shares of AUGA group, AB (hereinafter, the “Company”) and their admission to trading on the regulated markets (hereinafter, the “Prospectus”), which had been approved by the Bank of Lithuania on 2 July 2018 (decision No. 241-158), (hereinafter, the “Prospectus Supplement”, please see the attached documents) and passported thereof to the Polish Financial Supervision Authority.
The Prospectus Supplement was approved and announced taking into account that after on 16 July 2018 the extraordinary general meeting of shareholders of the Company decided that during the public offering of the shares of the Company (hereinafter, the “Offering”), in addition to the new shares of the Company to be issued in fulfilment of the decisions of the extraordinary general meeting of shareholders of the Company of 28 March 2018 regarding increase of the authorised capital with additional contributions of persons subscribing for the shares, as amended on 30 April 2018, up to 40,000,000 existing shares of the Company held by Baltic Champs Group, UAB will also be offered for sale, i.e. the number of such shares has been increased by 20,000,000, by reason of which the total number of shares of the Company offered during the Offering will be up to 80,000,000, i.e. up to 40,000,000 new shares and up to 40,000,000 sale shares. Besides, the Prospectus Supplement was approved and announced also by the reason that on 28 June 2018 amendments to certain tax law were enacted, which will come into effect on 1 January 2019 and which, in the opinion of the Board of the Company, it would be expedient to describe in a relevant part of the Prospectus.
The Prospectus Supplement introduced the necessary related changes. All other terms and conditions in connection with the Offering have not changed and remain the same as indicated by the Company in its Prospectus announced on 3 July 2018.
Following part 2 of Article 11 of the Law of the Republic of Lithuania on Securities, the investors who have expressed the consent to acquire the securities or subscribe them before the publication of the Prospectus Supplement may withdraw such consent within two business days from the date of the publication of the Prospectus Supplement.
This notification is not for distribution to United States newswire services or for dissemination in the United States, Canada, Japan or Australia or elsewhere where such dissemination is not appropriate.
Distribution of this announcement and other information in connection with the public offering may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
No offer or invitation to acquire securities of the Company is being made by or in connection with this notification. Any such offer is made solely by means of the Prospectus (including the Prospectus Supplement) and the Prospectus (including the Prospectus Supplement) is the only legally binding document containing information on the Company and on the public offering of the Company’s shares. The Prospectus (including the Prospectus Supplement) is published on the website of the Company (www.auga.lt), and (for information purposes only) on the website of LHV Pank AS, acting as the Global Lead Manager (www.lhv.ee) and as a material event notification on www.nasdaqbaltic.com, www.crib.lt, www.gpwinfostrefa.pl and at www.gpw.pl.
Furthermore, the Prospectus (including the Prospectus Supplement) has been prepared on the basis that there will be no public offers of the Company’s shares, other than the offering to the public in the territory of the Republic of Lithuania in accordance with the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as implemented in Lithuania.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to US persons unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the securities will be made in the United States.
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