Information on the Pivovarna Laško, d.d., capital increase procedure
Pursuant to the provisions of the Financial Instruments Market Act (ZTFI) and the Rules and Regulations of the Ljubljana Stock Exchange, d. d., Pivovarna Laško, d. d., Trubarjeva 28, 3270 Laško, hereby makes the following announcement:
The Management Board of Pivovarna Laško, d.d., hereby announces that it continues, pursuant to the provisions of the Restructuring and Standstill Agreement signed with the creditor banks on April 30, 2014, the procedure of selecting an investor to enter the ownership structure of Pivovarna Laško through a significant cash injection in exchange for newly issued shares. The purpose of such efforts is to achieve a sustainable capital structure. Suitable investors were invited in a transparently managed procedure for which UniCredit Bank was hired as a consultant, in order to attain the highest possible price per share. Thus, Pivovarna Laško is fulfilling its obligations specified in the said Agreement.
In the coming days, suitable interested potential investors who signed a non-disclosure agreement (NDA) will receive an Information Memorandum which summarizes the information on Laško Group operations and performance, and will be invited to submit their offers for a capital increase of no less than EUR 75 million. The best offer will be selected based on price per share as the basic selection criterion. If the price and other terms are acceptable, the company will propose that shareholders adopt at the Shareholders Assembly with the required 75-percent qualified majority a resolution on the capital increase with the exclusion of existing shareholders' pre-emptive right. It is expected that the selected investor will, after the capital increase and resulting entry into the ownership structure, announce a takeover bid pursuant to the Takeovers Act. Thus, other shareholders will be offered the option to exit from company ownership at the same price per share.
To date, interest for participation in a capital increase process has been expressed by both strategic and financial investors. Pursuant to the Restructuring and Standstill Agreement, the capital increase has to be completed by no later than mid-2015.
Laško, October 16, 2014 Management Board