On 8 June 2015 Director of the Supervision Service of the Bank of Lithuania by the decision No. 241-108 approved the prospectus of issue of INVL Technology AB (hereinafter, the “Company”) ordinary registered shares (hereinafter, the “Prospectus”, please see the attached documents).
The approved Prospectus is designated to (i) the public offering of the new shares of the Company with the total nominal value of up to EUR 4,026,732.94 (number of shares – up to 13,885,286, nominal value of one share is EUR 0.29, minimum price of one share is EUR 1.56, maximum – EUR 1.96) and (ii) admission of up to 13,885,286 ordinary registered shares of the Company to be newly issued to trading on the Secondary List of AB NASDAQ OMX Vilnius.
The decision with regards to issue of new shares of the Company, public offering and admission thereof to trading on a regulated market has been adopted in the extraordinary general meeting of shareholders of the Company on 10 April 2015 and has been detailed by a decision of the Board of the Company on 15 May 2015.
Following the Prospectus, the offering consists of a public offering in Lithuania to: (i) existing shareholders of the Company as indicated in the Prospectus, (ii) retail investors and (iii) institutional investors (which term includes entities managing portfolios of securities for their clients and unincorporated organizations). The offering to institutional investors also includes a private placement to institutional investors in certain jurisdictions outside of Lithuania and the United States in accordance with Regulation S under the U.S. Securities Act of 1933.
Each of the existing shareholders of the Company is entitled and is guaranteed that, in case it will participate in the offering (and provide the subscription for the respective number of the shares at a price, which will be not less than the final offer price), such an existing shareholder will be allocated the offer shares pro rata to the nominal value of its shareholding in the Company as at the close of 26 June 2015 or any lesser number of offer shares, in case it places an order for less offer shares at a price, which will be not less than the final offer price, than indicated above.
The Prospectus provides with the following terms of provision of orders on acquisition of shares in the Company, and payment thereof:
(i) the subscriptions of existing shareholders and retail investors, placing the orders for less than EUR 50,000 shall be accepted from 10 till 26 June 2015 (until 5.00 p.m. Vilnius time). These investors will have to fully pay for the subscribed shares until the adjournment of the indicated term, paying the maximum price for the shares (EUR 1.96 per share);
(ii) the subscriptions of existing shareholders and retail investors, placing the orders for at least EUR 50,000, as well as of the institutional investors shall be accepted from 10 June till 3 July 2015 (until 5.00 p.m. Vilnius time). These investors will have to pay for the subscribed shares until the adjournment of the indicated term, paying the price, calculated multiplying the number of the offer shares, which the respective investor wishes to acquire by the price, the respective investor wishes to pay (not higher that the maximum price (EUR 1.96) and not lesser than the minimum price (EUR 1.56)). The institutional investors shall pay the price, calculated as indicated above, under the terms and conditions, indicated in the Prospectus.
Detailed conditions on provision of orders and payment thereof as well as allotment of offer shares are indicated in the Prospectus.
The final offer price, final number of the offer shares as well as the allotment between the existing shareholders, the retail and institutional investors shall be established and announced on or about 7 July 2015.
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 and the Prospectus is the only legally binding document containing information on the Company and on the public offering of the Company’s shares. The Prospectus is published through GlobeNewswire, the on-line information system of AB NASDAQ OMX Vilnius, and on the Company’s website www.invltechnology.lt, as well as on the website of the offering broker AB bank FINASTA www.finasta.com.
Furthermore, the Prospectus 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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Prospectus (INVL Technology) (in english only).pdf
Decision of the LB on the approval of the Prospectus (in lithuanian only).pdf
Translation of the summary to the Prospectus into lithuanian (INVL Technology).pdf