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 THE STOCK EXCHANGE RELEASE.
On 27 August 2018 Director of the Supervision Service of the Bank of Lithuania by the decision No. 241-196 approved the second supplement to the prospectus of the public offering (hereinafter, the “Second Supplement to the Prospectus”, please see the attached documents) of INVL Baltic Real Estate (hereinafter, the “Company”). The Prospectus of INVL Baltic Real Estate was approved by the Bank of Lithuania and published by the Company on 23 April 2018 (decision regarding approval of the Prospectus No. 241-70, the “Prospectus”), later replaced with the first supplement to the prospectus, approved by the Director of the Supervision Service of the Bank of Lithuania and published by the Company on 21 May 2018 (decision regarding approval of the supplement to the prospectus No. 241-128).
This Second Supplement has been approved and announced taking into consideration that (i) on 17 August 2018 the Company has announced the Group’s consolidated interim condensed not-audited financial statements for the six months ended 30 June 2018, (ii) the new valuation reports of real estate property of the Group were issued, (iii) the Company announced the forecast of the Company for the year ended 2018 as invalid on 17th August 2018, this forecast was included in the Prospectus as well as that (iv) amendments to certain tax laws of the Republic of Lithuania were passed on 28th June 2018, which may be relevant for certain investors of the Company.
All other conditions remain unchanged and are the same as stated in the material event of the approval of the Prospectus published by the Company on 23 April 2018, i.e. the Public offering is executed by Invalda INVL AB (hereinafter referred, the „Selling Shareholder“), which on the day of the Prospectus and on this announcement day is the largest shareholder of the Company. During the Public Offering, the Selling Shareholder sells up to 2,893,000 units of existing ordinary registered shares of the Company, which represent up to 22% of the Company’s share capital. INVL Finasta UAB FMĮ was appointed as the offering broker, executing the offering under the Prospectus, according to the first supplement to the Prospectus on 21 May 2018.
According to the Prospectus (also taking into account the Supplements to the Prospectus), the Offering consists of Public Offering in the Republic of Lithuania; and a private placement to Institutional Investors outside of the United States of America (excluding Lithuania) in reliance on Regulation S under the U.S. Securities Act of 1933. The Offering also covers private offering of Offer Shares to individually identified non-institutional and non-qualified investors.
The Public Offering price:
The Public Offering shares are being offered at the Public Offering Price (hereinafter, the “Offer Price”), which is established based on this formula:
OP = NAV/Shares, where
OP – Offer Price applicable to the particular Offering Period;
NAV – the latest Net Asset Value (the difference between the value of assets owned by the Company and long-term and current liabilities of the Company), which was announced prior to commencement of the particular Offering Period;
Shares – number of outstanding Shares of the Company (13,150,000).
The Offer Price is the same for all the Investors. However, taking into consideration that following the requirements of the applicable legal acts and the Articles of Association, the calculations of the Net Asset Value is performed and announced at least once per three months, the Offer Price during the different Offering Periods may be different (depending on the announced NAV). In any case it will be ensured, that during the same Offering Period the Offer Price calculated based on the above formula shall be the same.
Expected Public Offering Periods (Acceptance of the Purchase Orders from the Investors):
– from 2 May 2018 till 4 July 2018 (from 9 a.m. until 5 p.m. Vilnius time) – period is completed on this announcement day;
– from 18 August 2018 till 18 September 2018 (from 9 a.m. until 5 p.m. Vilnius time);
– from 2 November 2018 till 13 December 2018 (from 9 a.m. until 5 p.m. Vilnius time).
The Selling Shareholder reserves the right to change the timetable of the Periods of the Public Offering. Should the Selling Shareholder decide to materially adjust the dates set out in the timetable, the relevant supplement to the Prospectus will be provided to the Bank of Lithuania for the approval and published (upon the approval) in compliance with applicable regulations, as well as market practices in Lithuania.
Details of the submission and payment of the purchase orders, as well as other Public Offering Conditions, are indicated in the Prospectus (also taking into account the Supplements to the Prospectus).
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 Company 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 (also taking into account the Supplements to the Prospectus) and the Prospectus (also taking into account the Supplements to the Prospectus) is the only legally binding document containing information on the Company and on the Company’s shares. The Prospectus (also taking into account the Supplements to the Prospectus) is published through GlobeNewswire, the on-line information system of AB Nasdaq Vilnius, and on the Company’s website www.invlbalticrealestate.lt and (for information purposes only) on the management company’s website at www.invl.com.
In addition, the Prospectus (also taking into account the Supplements to the Prospectus) has been prepared on the grounds that there will be no public offering of the shares of the Company, except for a public offering in the Republic of Lithuania in accordance with the 2003 Act. November 4 Directive 2003/71 / EC of the European Parliament and the Council on the Prospectus to be published when shares are offered to the public or admitted to trading and amending Directive 2001/34 / EC as implemented by 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.
The person authorized to provide additional information:
Real Estate Fund Manager of Management Company