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NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA,
HONG KONG, SWITZERLAND, SINGAPORE, SOUTH KOREA OR IN ANY OTHER JURISDICTION WHERE
THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION
OR ANY OTHER ACTION BEYOND WHAT IS REQUIRED UNDER LITHUANIAN AND POLISH LAW. OTHER
RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE STOCK
EXCHANGE RELEASE
Hereby AB Novaturas _hereinafter - the Company_ notifies the Existing Shareholders
of the Company _as defined below_ on the offer to exercise the pre-emptive right to
acquire the New Shares of the Company _as defined below_, as required under the applicable
Lithuanian law.
For this purpose, on 30 June 2026, the Board of the Company approved the Exemption
Document of the Company _hereinafter - the Document, attached hereof as annex_, drafted
in accordance with Articles 1_4__db_, 1_5__ba_ and Annex IX of the Regulation _EU_
2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus
to be published when securities are offered to the public or admitted to trading _hereinafter
- the Prospectus Regulation_.
The approved Document is designated to _i_ the public offering of the new shares of
the Company _hereinafter - the Offering_ with the total nominal value of up to EUR
441,176.46 _number of shares - up to 14,705,882, nominal value of one share - EUR
0.03, issue price of one share - EUR 0.68 _hereinafter - the New Shares or the Offer
Shares__ and _ii_ admission of the New Shares to trading on regulated markets AB Nasdaq
Vilnius _hereinafter - Nasdaq_ and on the Warsaw Stock Exchange _hereinafter - the
WSE_.
The decisions with regards to issue of New Shares of the Company, Offering thereof
to the Existing Shareholders of the Company _as defined below_ and admission of the
New Shares to trading on the above regulated markets have been adopted in the repeated
annual general meeting of shareholders of the Company, dated 12 June 2026 _hereinafter
- the Meeting_ and have been detailed by the decisions of the Board of the Company
on 30 June 2026.
According to the above decisions and the Document, the Offering shall be conducted
exclusively to the existing shareholders of the Company, i. e., persons who were shareholders
of the Company as at the close of the rights record date _tenth business day following
the conclusion of the Meeting, i. e., 29 June 2026 _hereinafter - the Existing Shareholders_
by way of their exercise of pre-emptive right to subscribe for the New Shares _hereinafter
- the Pre-emptive Right_.
Each of the Existing Shareholders are entitled and are guaranteed that, in case they
will participate in the Offering _and subscribe for the below indicated number of
Offer Shares_, such an Existing Shareholder will be allocated the Offer Shares pro
rata to the nominal value of their shareholdings in the Company as at the close of
29 June 2026 or any lesser number of Offer Shares, in case he/she/it places an order
for less Offer Shares, than indicated above _hereinafter - the Guaranteed amount of
Offer Shares_. The Existing Shareholders _except for the current biggest shareholder
Mr Neşet Koçkar_ having provided subscription orders for more Offer Shares, than the
Guaranteed amount of Offer Shares to a respective Existing Shareholder, shall be allotted
the Guaranteed amount of Offer Shares.
The biggest shareholder of the Company, Mr Neşet Koçkar, shall be entitled to subscribe
for all the New Shares, which will not be subscribed by other Existing Shareholders
_their Guaranteed amount of the Offered Shares_ _or part thereof at his discretion_.
In addition to that, following the requirements of the applicable Lithuanian law _namely
Article 57_4_ of the Law of the Republic of Lithuania on Companies and Resolution
No. 03-150 of the Board of the Bank of Lithuania "On the Approval of the Rules for
the Transfer of Pre-emptive Rights to Acquire Shares or Convertible Bonds Issued by
a Public Limited Company", dated 16 September 2013_, the Existing Shareholders shall
also have a right to transfer the Pre-emptive Right to subscribe the New Shares pro
rata to the nominal value of their shareholdings in the Company as at the close of
the rights record day of the Meeting _i. e., at the end of the tenth business day
after the Meeting _29 June 2026__ _hereinafter - the Subscription Pre-emptive Right_.
The term of provision of subscription orders on acquisition of New Shares, indicated
in the Document is from 1 July 2026 until 15 July 2026 _until 2.00 p.m. Vilnius time_.
The term for possible transfer of the Subscription Pre-emptive Right _for Existing
Shareholders not intending to subscribe for New Shares_ is set from 1 July 2026 until
10 July 2026. The term for Mr Neşet Koçkar to subscribe the unsubscribed New Shares
_if any_ is set from 15 July 2026 until 17 July 2026.
The orders as to subscription of the New Shares may be provided by the Existing Shareholders
through the intermediaries, with which the respective Existing Shareholder has opened
the securities account. Detailed conditions on provision of orders are indicated in
the Document.
The Existing Shareholder may submit a subscription order only when there are sufficient
funds _which are calculated by multiplying offer price _EUR 0.68_ by the number of
New Shares specified in the subscription order_ on the cash account. For this reason,
the Existing Shareholders must ensure that the total consideration for the New Shares
_in EUR_ is in their accounts simultaneously with the submission of the subscription
orders. If blocked funds are insufficient, the subscription order will be deemed null
and void to the extent funds are insufficient. Offer Shares allocated to Existing
Shareholders will be transferred to their securities accounts on or about 21 July
2026 through the delivery versus payment method simultaneously with the transfer of
payment for such Offer Shares.The Offering shall be deemed not valid, if the capital
raised does not reach EUR 7,000,000 at the close of the subscription period.
IMPORTANT NOTICE:
This notification is not for distribution to United States newswire services or for
dissemination in the United States, Canada, Japan, Australia, New Zealand, South Africa,
Hong Kong, Switzerland, Singapore, South Korea or elsewhere where such dissemination
is not appropriate or would require registration or any other action beyond what is
required under Lithuanian and Polish law.
Distribution of this announcement and other information in connection with the 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 Document,
and the Document is the only legally binding document containing information on the
Company, on the Offering of the New Shares and admission thereof to trading on Nasdaq
and on the WSE. The Document is published through the information systems of Nasdaq
_https://nasdaqbaltic.com/_ and of the WSE _https://www.gpw.pl/_, on the Company's
website _www.novaturasgroup.com_, and on the website of the Central Base of Regulated
Information _www.crib.lt_.
Furthermore, the Document has been prepared on the basis that there will be no offers
of the Company's shares, other than the Offering to the public in the territories
of the Republic of Lithuania and of the Republic of Poland in accordance with the
Prospectus Regulation. The Document has been prepared in accordance with Articles
1_4__db_ and 1_5__ba_ of the Prospectus Regulation and drafted in accordance with
the requirements set out in Annex IX thereof.
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.
Annex:
Exemption Document of Novaturas AB _in English_
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UNI-EN: Notification on the offer to exercise the pre-emptive right to acquire the new shares
of AB Novaturas and of the Exemption Document for the offering and introduction thereof
to trading on the regulated markets
