The decision of the management company of INVL Technology on the purchase of own shares

The Management company INVL Asset Management, UAB of INVL Technology (hereinafter – “the Company”), taking into account that the Company has formed and not realised the reserve for the purchase of own shares which is equal to EUR 9.8 million and considering the resolution of the General Shareholders Meeting of the Company held on 30 April 2024, initiates the purchase of the Company‘s own ordinary registered EUR 0.29 nominal value shares. The acquisition will be implemented through the market of official offer of Nasdaq Vilnius stock exchange.

Share sale offers shall be accumulated during the entire purchase period. Should sale offers exceed quantity of shares to be acquired, all offers shall be reduced in proportion.

Purchase conditions:
Share purchase starts on 6 May 2024.
Share purchase ends on 20 May 2024.
Maximum number of shares to be acquired (units): 200,000 units.
Total maximum purchase price (EUR): EUR 500,000.
Maximum purchase price (EUR): EUR 2.50 per share.
Share purchase price (EUR): the price shall be determined according to Dutch auction principles, i.e. transaction shall be executed at „single price“.

Additional information:

INVL Technology, a company that invests in IT businesses, intends to buy back some of its own shares using a reserve formed for that purpose. The company’s shares will be repurchased in the first application of Dutch auction rules on the Lithuanian capital market.

The share buyback period begins on 6 May and ends on 20 May. A maximum of 200,000 of the company’s shares will be acquired (or 1.6% of its share capital). The maximum purchase price is EUR 2.50 per share. Before the announcement of the buyback, the price of INVL Technology’s shares on the stock exchange was EUR 2.28.

“The purpose of the share repurchase is to meet obligations related to stock option programmes and other share allocations to employees of subsidiaries, and/or to reduce the company’s authorized capital by annulling acquired own shares. The buyback share price will be determined on a Dutch auction basis, in other words, all shares will be repurchased at the lowest price established by the exchange’s algorithm,” says Kazimieras Tonkūnas, the Managing Partner of INVL Technology.

He said that while previously companies in Lithuania usually bought back shares at a fixed price, this time a decision was taken to use the Dutch auction functionality that Nasdaq offers, where the market sets the final buyback price.

“If fewer shares are offered at the auction than the company seeks to buy back, transactions will take place at the maximum price. If more shares are offered, then orders will be executed at the lowest price at which the full desired number of shares can be repurchased,” says Vaidotas Užpalis, the Head of Transaction Services at Nasdaq Baltic.

An allocation of EUR 500,000 is envisaged for repurchasing shares, using part of a EUR 9.8 million reserve formed in 2015 for that purpose.

Procedures for the acquisition of own shares were approved at a general meeting of the company’s shareholders held on 30 April. The company was given the right to acquire own shares for up to 10% of its authorized capital, with a time limit for such acquisitions of 18 months from the date of the decision of the shareholders’ meeting. The maximum purchase price per share is INVL Technology’s last published net asset value; the minimum is EUR 0.29.  Since the acquired shares will not be sold, no minimum selling price or sale procedure was stipulated.

INVL Technology owns the cybersecurity company NRD Cyber Security, the GovTech and FinTech company NRD Companies, and the Baltic IT company Novian.

In mid-March this year, the company announced that it had signed an agreement with the Zurich branch of M&A intermediation service provider Corum Group’s Luxembourg-based unit Corum Group International, to advise and serve as M&A intermediary on the sale of the company’s portfolio of businesses.

INVL Technology, which is managed by INVL Asset Management, the leading alternative asset manager in the Baltics, is a closed-end investment company which must exit its investments no later than mid-July 2026 and distribute the money to shareholders.

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