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ALT: Concerning JSC ALITA's spin-off

Spekuliantai.lt | 2009-06-26 | NASDAQ OMX biržų naujienos | perskaitė: 1370
Raktiniai žodžiai: Alita AB, ALT
ALT: Concerning JSC ALITA's spin-off

Alita AB Notification on material event 26.06.2009

Concerning JSC ALITA's spin-off

JSC ALITA, code 149519891, registered address: Miškininkų g. 17, LT-62200,
Alytus.
Please be informed that on 26 June 2009 the board of JSC ALITA approved JSC
ALITA's Spin-Off Terms. The legal entity participating in the spin-off: JSC
ALITA (code 149519891, legal form - JSC, registered address: Miškininkų g. 17,
LT-62200, Alytus, data about the legal entity are registered and kept with the
Register of Legal Entities, VAT payer's code - LT495198917). The legal entity
that is separated by spin-off: Group of Companies ALITA, JSC (legal form - JSC,
future registered address: Miškininkų g. 17, LT-62200, Alytus). The spin-off
procedures are carried out pursuant to Article 71 of the Company Law of the
Republic of Lithuania. There are no legal entities which will be wound up after
the spin-off. The legal entity which will continue its activities after the
spin-off - JSC ALITA, the legal entity which will start its activities after
the spin-off - Group of Companies ALITA, JSC. Subject to the procedure and
terms fixed in the Spin-Off Terms, part of the assets, rights and obligations
of JSC ALITA (including the rights and obligations under transactions) will
pass onto the Group of Companies ALITA, JSC as from the moment of signing
Transfer-Acceptance Act 1, Transfer-Acceptance Act 2, Transfer-Acceptance Act 3
and Transfer-Acceptance Act 4 (hereinafter jointly referred to as the
Transfer-Acceptance Acts) to be executed and signed under the following
procedure and terms: (i) the laboratory testing the quality of alcohol
products, located at Miškininkų g. 17, Alytus, Republic of Lithuania, together
with its assets, rights and obligations, passes onto the Group of Companies
ALITA, JSC pursuant to Transfer-Acceptance Act 1 to be signed on the day of
registration of the articles of association of the Group of Companies ALITA,
JSC with the Register of Legal Entities of the Republic of Lithuania, however
not later than within 5 business days after registration of the articles of
association of the Group of Companies ALITA, JSC with the Register of Legal
Entities of the Republic of Lithuania; (ii) raw materials, production materials
and excised goods transferred to the Group of Companies ALITA, JSC pursuant to
Transfer-Acceptance Act 3 to be signed within 2 business days after issue to
the Group of Companies ALITA, JSC of the permit to establish a warehouse for
excised goods in the Republic of Lithuania; (iii) goods meant for resale are
transferred to the Group of Companies ALITA, JSC pursuant to
Transfer-Acceptance Act 4 to be signed within 2 business days after issue to
the Group of Companies ALITA, JSC of the licence to engage in retail trade of
alcoholic beverages and the licence to engage in retail trade of tobacco
products; (iv) all other assets, rights and obligations of JSC ALITA that are
not mentioned in items (i)-(iii) above pass onto the Group of Companies ALITA,
JSC pursuant to Transfer-Acceptance Act 2 to be signed within 2 business days
after issue to the Group of Companies ALITA, JSC of the licence to manufacture
alcohol products, including alcoholic beverages. All the transferred rights and
obligations of JSC ALITA under transactions will pass onto the Group of
Companies ALITA, JSC, and all such transactions will be accounted in the books
of the Group of Companies ALITA, JSC as from the moment of signing the
respective Transfer-Acceptance Acts. Transactions that are concluded by the
Group of Companies ALITA, JSC itself will be accounted in the books of the
Group of Companies ALITA, JSC from the moment of registration of the Group of
Companies ALITA with the Register of Legal Entities of the Republic of
Lithuania. The Spin-Off Terms, draft articles of associations of JSC ALITA,
which will continue its activities after the spin-off, and of the Group of
Companies ALITA, JSC, which will start its activities after the spin-off,
financial statements of the last 3 financial years of JSC ALITA, valuation
report on the Spin-Off Terms and the report of the board of JSC ALITA on the
intended spin-off, will be made available for inspection as from the day of
announcing this Notice till 28 September 2009 (inclusive) at the office of the
JSC ALITA (Miškininkų g. 17, LT-62200, Alytus), on business days (except
Fridays) from 9.30 to 12.30 and from 13.30 to 16.00 p.m.
The information notice is non-confidential.
For further information please contact: General Director Vytautas Junevičius,
(8 315) 57243.
Vytautas Junevičius,
General Director

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