AVG: Regarding the decision of the Supervision Service of the Bank of Lithuania and the position of the Company with regard to it
“4. To oblige AB Agrowill Group to immediately publish a notice of a material event, i.e. the present decision adopted by the Director of the Supervision Service of the Bank of Lithuania, by indicating therein:
4.1. that by the decision of the Director of the Supervision Service of the Bank of Lithuania AB Agrowill Group was given a warning for violating Article 21 of the Law on Securities;
4.2. that the financial statements of AB Agrowill Group for 2014 do not comply with the requirements of IAS 1 Presentation of Financial Statements, IAS 36 Impairment of Assets and IFRS 3 Business Combinations and the qualitative characteristic of reliability of financial reporting established in the Framework for the Preparation and Presentation of Financial Statements;
4.3. that the fair value of the in-kind contribution used to pay for a part of the authorised capital of AB Agrowill Group is unjustified; therefore, the sum of nominal values of the shares of AB Agrowill Group paid for by the in-kind contribution, i.e. the shares of UAB eTime Invest, may exceed the value of the in-kind contribution, i.e. the stake in UAB eTime Invest, therefore, a portion of the shares of AB Agrowill Group may be unpaid for, thus inflicting unjustified damage to the Company and violating the property and non-property rights of its shareholders;
4.4. the assessment of the impact thereof on the financial standing and financial results of AB Agrowill Group and the Group as of 31 December 2014;
4.5. the date when the financial statements will be retrospectively restated to reflect the error correction and announced publicly.”
Taking due account of the aforesaid, the Company hereby publishes this material event notice.
With a view to provide full information about the current situation in connection with the aforementioned Decision and obligation, the Company would like to point out the following:
1. The Company has serious legal doubts about aforementioned decision and intends to analyse it with legal advisers and will consider its statutory right to appeal against it to the court;
2. At the time of increasing the Company’s authorised capital, Vretola Holdings Limited, the shareholder of the Company, subscribed to 14,151,252 new shares (the aggregate price of the issue amounted to LTL 14,151,252 (EUR 4.098.486) and paid for them by a 100% stake in UAB eTime Invest, composed of 6,856,500 ordinary registered shares with the par value of LTL 1 (EUR 0,29) each. When assessing the current situation from the Company’s position, it is important to emphasise that the stake in UAB eTime Invest was evaluated at LTL 16.7 million (EUR 4,836 million), which exceeded the price of the issue of the Company’s new shares by LTL 2.55 million (EUR 0,738 million).
3. As one of the Company’s priorities is to ensure that financial information provided to investors is as transparent as possible, the Company will make every effort to resolve the current matter as quickly as possible. The Company will seek to adjust the property valuation report retrospectively in the immediate future in order to dispel doubts about the value of the shares of UAB eTime Invest in the currently valuation report.
4. No impact on the financial standing and financial results of AB Agrowill Group and the Group as of 31 December 2014 will take place. The financial statements of AB Agrowill Group and the Group as of 31 December 2014 (and later) already include decreased down to appr. LTL 1 million (EUR 0,289 million) value of Crimea assets held by UAB eTime Invest.
To meet the criteria of transparency and access to information, where necessary, the Company will inform about its subsequent actions in connection with the decision of the Supervision Service of the Bank of Lithuania.