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
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.
Aleksejs Kriščuks
CEO
investors@novaturas.lt
Annex:
Exemption Document of Novaturas AB (in English)
Attachment
