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Published: 2010-02-20 08:55:58 CET
ALT investicijos
Notification on material event
Re the termination of the privatisation agreement of the shares of akcionarsko društvo Beogradska industrija piva
On 19 February 2010 public company ALITA has received by fax two
official
notifications from the Share Fund of the Republic of Serbia and
the
Privatisation Agency of the Republic of Serbia. 
The aforementioned
institutions informed public company ALITA that on 16
February 2010 the
decision to terminate the 24 July 2007 share sale-purchase
agreement of the
51,90242% shares (the Shares) of Akcionarsko društvo
Beogradska industrija
piva (the Company), concluded between the Share Fund of
the Republic of Serbia
and the Privatisation Agency of the Republic of Serbia,
from one side, and
public company ALITA and United Nordic Beverages AB, acting
as a consortium of
legal entities (the Buyer), from the other side (the
Privatisation Agreement)
was adopted. 
According to the Share Fund of the Republic of Serbia and the
Privatisation
Agency of the Republic of Serbia, the decision to terminate the
Privatisation
Agreement was adopted on the ground of Clauses (a), (c) and (f)
of Article
8.7.1 of the Privatisation Agreement and Article 41a of the Law
on
Privatisation of the Republic of Serbia because the Buyer: 
-failed to
execute his obligation to make investments into the Company
amounting to EUR 2
600 000 as indicated in Article 8.1.2 of the Privatisation
Agreement;

-failed to secure that the Company would dispose its fixed assets in
accordance
with the provisions of the Privatisation Agreement and caused the
Company to be
put into the enforced settlement by way of sale of Company's
fixed assets or
any other similar proceeding and did not take any actions in
order to prevent
such proceedings (Articles 8.2.2, 8.2.4, 8.2.11 and 8.2.12 of
the Privatisation
Agreement). 
The Share Fund of the Republic of Serbia and
the Privatisation Agency of the
Republic of Serbia also indicates that the
Buyer did not perform his obligation
to announce a tender offer to buy the
remaining shares of the Company as
stipulated in Article 8.1.5 of the
Privatisation Agreement. 
Considering the abovementioned, the Share Fund of
the Republic of Serbia and
the Privatisation Agency of the Republic of Serbia
has informed public company
ALITA that the Shares of the Company shall be
transferred to the Share Fund of
the Republic of Serbia. 
In the
abovementioned notifications the Share Fund of the Republic of Serbia
and the
Privatisation Agency of the Republic of Serbia have also indicated
that
according to breaches of the Privatisation Agreement and on the ground
of
Article 8.6 of the Privatisation Agreement, the decision to claim the
following
contractual penalties from the Buyer was adopted: 
-to claim the
fine amounting to 50 % of the purchase price of the Shares - for
the breach of
obligation to make investments into the Company, as stipulated in
Article
8.1.2 of the Privatisation Agreement; 
-to claim the fine amounting to double
value of the transferred fixed assets of
the Company - for the breach of the
obligation, stipulated in Article 8.2.2 of
the Privatisation Agreement (i.e.
for the failure to secure that the Company
would dispose its fixed assets in
accordance with the provisions of the
Privatisation Agreement); 
-to claim
the fine amounting to 100% of the purchase price of the Shares - for
the
breach of the obligation, stipulated in Article 8.2.4 of the
Privatisation
Agreement (i.e. for causing the Company to be put into the
enforced settlement
by way of sale of Company's fixed assets or any other
similar proceeding and
failure to prevent such proceedings). 
The exact
amount of the claimed contractual penalties is not clear at the
moment.
However, it is obvious that the amount of contractual penalties shall
exceed
the price of the Shares paid by the Buyer, i.e. EUR 21,400,055.29. 
Currently
the Buyer is analysing the situation and is assessing possibilities
to
challenge the aforementioned requests of the institutions of the Republic
of
Serbia. 
On 17 February 2010 the Share Fund of the Republic of Serbia and
the
Privatisation Agency of the Republic of Serbia submitted a demand for
payment
of EUR 2 600 000 under the bank guarantee issued by “Swedbank”, AB in
order to
secure the Buyer's obligations deriving from the Privatisation
Agreement. 
Authorized to provide information: Vytautas Junevicius tel. +370
315 57243

Vytautas Junevičius, 
Director General, +370 315 57243