PIVOVARNA LASKO D.D. Pursuant to the provisions of the Financial Instruments Market Act (ZTFI) and the Rules and Regulations of the Ljubljana Stock Exchange, d.d., Pivovarna Laško, d.d., Trubarjeva 28, 3270 Laško, hereby makes the following announcement:
At the 20th regular session held on January 19, 2015, the company Supervisory Board adopted the following major resolutions:
Based on the prepared decision-making materials (Presentation of the Procedure and Explanation by the Management Board; Report by the UniCredit Financial Consultant on the Process of Sale; Legal Memorandum by the Zdolšek Law Firm; Valuation of Radenska and Delo and Fairness Opinion for the Transaction) and in compliance with the commitments and covenants from the Restructuring and Standstill Agreement, the Supervisory Board adopted the following resolution:
- The Supervisory Board hereby approves the conclusion and execution of the following agreements:
1. Agreement for the sale and purchase of shares of Radenska, d.d. Radenci, signed on December 19, 2014, by the company Pivovarna Laško, d.d., as the seller, the company Kofola, družba za upravljanje d.o.o. as the buyer, and the company Kofola S.A. as the guarantor; this Agreement pertains to 3,812,023 RARG share or 75.31% stake in the company Radenska.
2. Agreement for the sale and purchase of shares of Radenska, d.d. Radenci, signed on January 8, 2015, by the company Pivovarna Laško, d.d., as the seller, and the company Kofola, družba za upravljanje d.o.o. as the buyer; this Agreement pertains to 345,304 RARG shares, or 6.82% stake in the company Radenska, which are the subject of the DUTB (BAMC) execution.
3. Appendix No. 1 to the Contract Note on the Temporary Sale of Securities No. 06/104, signed on January 8, 2015, by the company Pivovarna Laško, d.d. as the seller and Deželna Banka Slovenije, d.d., as the Buyer, with regard to the Agreement for the sale and purchase of shares of Radenska, d.d. Radenci, signed on January 8, 2015, by Deželna Banka Slovenije, d.d., as the seller, and the company Kofola, družba za upravljanje d.o.o. as the buyer; the Appendix pertains to 600,000 RARG shares, or 11.85% stake in the company Radenska, which were temporarily sold on November 30, 2011, by Pivovarna Laško to Deželna Banka Slovenije.
Supervisory Board approval is one of the suspensive conditions for the completion of the transaction. In order for the sale of the company Radenska, d.d. Radenci, to be completed, other suspensive conditions have to be fulfilled as well.;
- the Supervisory Board was informed about the progress of the capital increase of Pivovarna Laško, d.d.;
- the Supervisory Board was presented the progress of Laško Group divestments;
- The Supervisory Board was presented the key indicators of capital adequacy and the solvency position of Pivovarna Laško, d.d., according to the Financial Operations, Insolvency Proceedings and Compulsory Dissolution Act (hereinafter: the ZFPPIPP); the Management Board believes that no measures pursuant to the ZFPPIPP are required at this time.;
- The Supervisory Board was presented a report on pending legal matters.
This announcement will be released on the Pivovarna Laško (www.pivo-lasko.si) website on January 19, 2015, where it will remain available for a period of no less than 5 (five) years.
Laško, January 19, 2015
Management Board
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