Valmieras stikla šķiedra JSC

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  • #312124 Reply

    Nauris Treigys
    Keymaster

    On 15 January 2018 an agreement was concluded between Valmieras stikla šķiedra JSC and P-D Management Industries-Technologies GmbH on the sale of the part of the shares of P-D Valmiera Glass USA Corp.

    Valmieras stikla šķiedra JSC sold P-D Management Industries-Technologies GmbH 9% of the shares of the company P-D Valmiera Glass USA Corp. with a total value of 2 400 000 EUR. The shares will devolve into the ownership of P-D Management Industries-Technologies GmbH at the moment when the entire transaction amount is transferred to the bank account of Valmieras stikla šķiedra JSC.

    #312381 Reply

    Nauris Treigys
    Keymaster

    Financial and Capital Market Commission (FCMC) on September 21, 2017 has accepted for further processing application for AS “Valmieras stikla šķiedra” mandatory takeover bid by Heinz-Jürgen Preiss-Daimler and Beatrix Preiss-Daimler in accordance with the Law on the Financial Instruments Market Article 66 part (4) point 1.

    Offerers:

    Heinz-Jürgen Preiss-Daimler (date of birth: 27.07.1939.) and Beatrix Preiss-Daimler (date of birth: 28.07.1965.).

    Persons acting in concert with the offerers and their relationship with the public company Valmieras Stikla Šķiedra in accordance with the information provided in the prospectus:

    • P-D Glasseden GmbH Oschatz, Germany, a company registered in the Commercial Register of Leipzig district court, with registration number: HRB 21085, registered on 19.11.2004, legal address: Wellerswalder Weg 17, 04758 Oschatz, Germany. A shareholder of AS “Valmieras stikla šķiedra”, which is indirectly controlled by Beatrix Preiss-Daimler.

    • P-D Management Industries-Technologies GmbH, Germany, a company registered in the Commercial Register of Dresden district court, with registration number: HRB 17752, registered on 15.10.1999, legal address: Wilsdruffer Strasse 11, 01723 Wilsdruff STT Grumbach, Germany. Shareholder of AS “Valmieras stikla šķiedra”, which is directly controlled by Beatrix Preiss-Daimler.

    • P-D Composites Handels-und Service GmbH, Germany, a company registered in the Commercial Register of Stendal district court, with registration number: HRB 201322, registered on 29.11.1990, legal address: Merseburger Strasse 237, 06130 Halle (Saale), Germany. Shareholder of AS “Valmieras stikla šķiedra”, which is directly controlled by the offerer Heinz-Jürgen Preiss-Daimler.

    • CORVALIS GmbH, Germany, a company registered in the Commercial Register of the Bayreuth district court in Germany, with registration number: HRB 4446, registered on 15.02.2007, legal address: Am Anger 7, 95488 Eckersdorf, Germany. Acting in concert with bidders on the basis of mutual agreement.

    Offerers together with persons acting in concert with the offerers on the day when prospectus of the takeover bid was signed (30.01.2018.) owned 91.55% voting shares of the Target company.

    The price of one share in prospectus is set at: EUR 3.52

    Term of takeover bid: takeover bid will last for 30 calendar days, starting from the mandatory takeover bid offer day.

    #312442 Reply

    Nauris Treigys
    Keymaster

    Nasdaq Riga decided on February 2, 2018 to apply observation status to AS “Valmieras stikla šķiedra” (VSS1R, ISIN LV0000100485).

    Observation status will be applied according to Nasdaq Riga Listing and Disclosure rules Article 20.1.2, Subarticle 71, which stipulates that the Issuer shall be placed on observation status if the shares buy out offer has been announced or the public announcement about intention to execute such offer has been made.

    Nasdaq Riga has received announcement from Financial and Capital Market Commission (FCMC) that it on January 31, 2018 has accepted for further processing application for AS “Valmieras stikla šķiedra” mandatory takeover bid by Heinz-Jürgen Preiss-Daimler and Beatrix Preiss-Daimler in accordance with the Law on the Financial Instruments Market Article 66 part (4) point 1.

    The purpose of applying observation status is to alert the market participants.

    #312549 Reply

    Nauris Treigys
    Keymaster

    Valmieras stikla šķiedra JSC notification regarding possession of significant amount of capital shares
    Additional information available in the document attached.

    Attachments:
    Nozimiga_lidzdaliba_BPD.pdf
    Nozimiga_lidzdaliba_HJPD.pdf

    #312774 Reply

    Nauris Treigys
    Keymaster

    Financial and Capital Market Commission on February 20, 2018 decided to allow AS „Valmieras stikla šķiedra” shareholders Heinz-Jürgen Preiss-Daimler and Beatrix Preiss-Daimler to announce mandatory takeover bid of AS „Valmieras stikla šķiedra” shares.

    Offerers:

    Heinz-Jürgen Preiss-Daimler (date of birth: 27.07.1939.) and Beatrix Preiss-Daimler (date of birth: 28.07.1965.).

    Persons acting in concert with the offerers and their relationship with the public company Valmieras Stikla Šķiedra in accordance with the information provided in the prospectus:

    • P-D Glasseden GmbH Oschatz, Germany, a company registered in the Commercial Register of Leipzig district court, with registration number: HRB 21085, registered on 19.11.2004, legal address: Wellerswalder Weg 17, 04758 Oschatz, Germany. A shareholder of AS “Valmieras stikla šķiedra”, which is indirectly controlled by Beatrix Preiss-Daimler.

    • P-D Management Industries-Technologies GmbH, Germany, a company registered in the Commercial Register of Dresden district court, with registration number: HRB 17752, registered on 15.10.1999, legal address: Wilsdruffer Strasse 11, 01723 Wilsdruff STT Grumbach, Germany. Shareholder of AS “Valmieras stikla šķiedra”, which is directly controlled by Beatrix Preiss-Daimler.

    • P-D Composites Handels-und Service GmbH, Germany, a company registered in the Commercial Register of Stendal district court, with registration number: HRB 201322, registered on 29.11.1990, legal address: Merseburger Strasse 237, 06130 Halle (Saale), Germany. Shareholder of AS “Valmieras stikla šķiedra”, which is directly controlled by the offerer Heinz-Jürgen Preiss-Daimler.

    • CORVALIS GmbH, Germany, a company registered in the Commercial Register of the Bayreuth district court in Germany, with registration number: HRB 4446, registered on 15.02.2007, legal address: Am Anger 7, 95488 Eckersdorf, Germany. Acting in concert with bidders on the basis of mutual agreement.

    On the date of signing this mandatory takeover bid prospectus the Offerers together with persons acting in concert with the offerers own 21,883,589 shares in the Target Company, which constitute 91.55% of the Target company’s share capital and the total number of shares with voting rights.

    The offer price per one share of the Target Company, which has been determined pursuant to Article 74(1) subparagraph 2 of the Financial Instrument Market Law (the weighted average share price on a regulated market during the past 12 months), is EUR 3.52 (three euros and fifty-two euro cents).

    The offer is valid for 30 (thirty) days from the day of expressing it, i.e. from the day when the Offerors have published information on the mandatory bid in the official gazette “Latvijas Vēstnesis” in accordance with Article 73(4) of the Financial Instrument Market Law.

    Attached: the mandatory takeover bid prospectus

    Attachments:
    Prospectus_VSS_Mandatory_Bid.pdf

    #312846 Reply

    Nauris Treigys
    Keymaster

    By the decision of the Financial and Capital Market Commission of February 20, 2018, No. 39 Heinz-Jürgen Preiss-Daimler, born on July 27, 1939, and Beatrix Preiss-Daimler, date of birth: July 28, 1965, is authorized to make a mandatory public limited liability company’s “VALMIERAS STIKLA ŠĶIEDRA”, registered in the Commercial Register of the Republic of Latvia on August 9, 2004 with registration number 40003031676, legal address: Cempu street 13, Valmiera, LV-4201, Latvia, bid’s offer. In accordance with Section 73, Paragraph four of the Financial Instrument Market Law, the following information about the mandatory bid in respect of JSC “Valmieras stikla šķiedra” is published.

    1. Target company

    Public limited liability company “VALMIERAS STIKLA ŠĶIEDRA”, registration number: 40003031676, legal address: Cempu iela 13, Valmiera, LV-4201, Latvia, telephone number: +371 64202216, e-mail address: latvia@valmiera-glass.com, website address: http://www.valmiera-glass.com (the “Target Company”).

    2. The offerors and persons acting in concert with the offerors

    The Offerors:

    2.1. Heinz-Jürgen Preiss-Daimler, date of birth 27.07.1939, un Beatrix Preiss-Daimler, date of birth: 28.07.1965. The Offerors undertake rights and obligations according to this bid jointly and solidary.

    Persons acting in concert with the Offerors:

    2.2. P-D Glasseiden Oschatz, a company registered in Germany at the commercial register of District Court Leipzig with registration number: HRB 21085, dtae of registration: 19.11.2004, legal address: Wellerswalder Weg 17, 04758 Oschatz, Germany. To be considered as a person acting in concert with the Offerors due to the fact that it is the Target Company’s shareholder, which is indirectly controlled by the Offeror Betaris Preiss-Daimler.

    2.3. P-D Management Industries-Technologies GmbH, a company registered in Germany at the commercial register of District Court Dresden with registration number: HRB 17752, date of registration: 15.10.1999, legal address: Wilsdruffer Strasse 11, 01723 Wilsdruff STT Grumbach, Germany. To be considered as a person acting in concert with the Offerors due to the fact that it is the Target Company’s shareholder, which is directly controlled by the Offeror Betarix Preiss-Daimler.

    2.4. P-D Composites Handels- und Service GmbH, a company registered in Germany at the commercial register of District Court Stendal with registration number: HRB 201322, date of registration: 29.11.1990, legal address: Merseburger Strasse 237, 06130 Halle (Saale), Germany. Tobe considered as a person acting in concert with the Offerors due to the fact that it is the Target Company’s shareholder, which is directly controlled by the Offeror Heinz-Jürgen Preiss-Daimler.

    2.5. CORVALIS GmbH, a company registered at the commercial register of District Court Bayreuth with registration number: HRB 4446, date of registration: 15.02.2007, legal address: Am Anger 7, 95488 Eckersdorf, Germany. As the Target Company’s shareholder to be considered as a person acting in concert with the Offerors due to a mutual agreement.

    2.6. On the date of signing this mandatory takeover bud prospectus the Offerors together with persons acting in concert with the Offerors own 21,883,589 shares in the Target Company, which constitute 91,55% of the Target Company’s share capital and the total number of shares with voting rights.

    3. The offer price per one share of the Target Company’s and methods used for its calculation.

    The offer price per one share of the Target Company, which has been determined pursuant to Article 74(1) subparagraph 2 of the Financial Instrument Market Law (the weighted average share price on a regulated market during the past 12 months), is EUR 3.52 (three euros and fifty-two euro cents).

    4. Terms

    4.1. The offer is valid for 30 (thirty) days from the day of expressing it, i.e. from the day when the Offerors have published information on the mandatory bid in the official gazette “Latvijas Vēstnesis” in accordance with Article 73(4) of the Financial Instrument Market Law. If the offer deadline falls on a holiday, then the next business day shall be regarded as the last day of the offer. The answers to the Offer must be submitted before the closing day’s 4:00 PM (Latvian time, GMT + 2).

    4.2. Bid outcome announcement term. The bid outcome shall be announced within 5 (five) days as of the offer deadline.

    5. Introduction with Prospectus

    The Prospectus can be reviewed and received at the Target Company, Cempu street 13, Valmiera, LV-4201, Latvia, within the time-limit of the offer, during business days from 9:00 AM till 5:00 PM. The prospectus is also published on the website of the Stock Exchange in accordance with the procedure and within the time-limit set by the Financial Instrument Market Law. The website of the Stock Exchange: http://www.nasdaqbaltic.com/market/.

    6. Dates when the Offer ends, when the Offer’s results will be announced and when the bids will be billed.

    The Offer will end on March 27, 2018, at. 4:00 PM (Latvian time, GMT + 2). The results of the Offer will be announced on April 3, 2018. Billing will take place on April 3, 2018

    Attachments:
    Prospectus_VSS_Mandatory_Bid_30 Jan 2018_signed.pdf

    #312948 Reply

    Nauris Treigys
    Keymaster

    Opinion of the Board of the Joint-stock company “VALMIERAS STIKLA ŠĶIEDRA” on the offer of mandatory share buy-back of the company and its impact on the public interest

    On February 20, 2018, the Financial and Capital Market Commission decided to allow Heinz-Jürgen Preiss-Daimler and Beatrix Preiss-Daimler, the shareholders of JSC “VALMIERAS STIKLA ŠĶIEDRA” (hereinafter – the Company), to issue the mandatory share buy-back offer (hereinafter the Offer), approving the redemption price of one share is 3,52 EUR.

    The Management Board of the Company has evaluated the Offer and has concluded that it complies with the requirements of regulatory enactments.

    The Management Board positively evaluates the fact that the bidders do not intend to make changes in the composition of the Board of the Company. It is also positive that Heinz-Jürgen Preiss-Daimler and Beatrix Preiss-Daimler’s offer will have no impact on the Company’s employment policy – Company’s employees retain jobs in accordance with their employment contracts. Similarly, the Offer will not affect the Company’s strategy of operation, as well as the implementation of future plans and the existing activity profile or location.

    Taking into account the rapid development of the Company’s in recent years, the Board assumes that the Company’s value will only increase in the future.

    #313634 Reply

    Nauris Treigys
    Keymaster

    With the following Nasdaq Riga informs that on March 25, 2018 it has received announcement from AS „Valmieras stikla šķiedra” shareholders, mandatory takeover bid announcers Heinz-Jürgen Preiss-Daimler and Beatrix Preiss-Daimler about takeover bid results.

    Heinz-Jürgen Preiss-Daimler and Beatrix Preiss-Daimler after the mandatory takeover bid will own 3 043 845 shares or 12,73%.

    Full announcement in Latvian attached.

    Attachments:
    Zinojums_FKTK_NasdaqRiga_VSS_Obl_Akc_Atp_rezultati_28032018.pdf

    #313637 Reply

    Nauris Treigys
    Keymaster

    Nasdaq Riga decided on March 28, 2018 to immediately remove observation status for AS “Valmieras stikla šķiedra” (VSS1R, ISIN: LV0000100485) shares.

    The circumstances that were the reason for the observation status applied to the company on February 2, 2018 have ceased to exist.

    #313638 Reply

    Nauris Treigys
    Keymaster

    Inform you, that Heinz-Jürgen Preiss-Daimler, date of birth 27.07.1939, and Beatrix Preiss-Daimler, date of birth: 28.07.1965, according the decision of the Financial and Capital Market Commission of February 20, 2018, No. 39, have announced the offer of mandatory bid of the share purchase of JSC “VALMIERAS STIKLA ŠĶIEDRA”, which ended on March 27, 2018.

    1. Target company

    Public limited liability company “VALMIERAS STIKLA ŠĶIEDRA”, registration number: 40003031676, legal address: Cempu iela 13, Valmiera, LV-4201, Latvia, telephone number: +371 64202216, e-mail address: latvia@valmiera-glass.com, website address: http://www.valmiera-glass.com (the “Target Company”).

    2. The offerors and persons acting in concert with the offerors

    The Offerors:

    2.1. Heinz-Jürgen Preiss-Daimler, date of birth 27.07.1939, un Beatrix Preiss-Daimler, date of birth: 28.07.1965. The Offerors undertake rights and obligations according to this bid jointly and solidary.

    Persons acting in concert with the Offerors:

    2.2. P-D Glasseiden Oschatz, a company registered in Germany at the commercial register of District Court Leipzig with registration number: HRB 21085, dtae of registration: 19.11.2004, legal address: Wellerswalder Weg 17, 04758 Oschatz, Germany. To be considered as a person acting in concert with the Offerors due to the fact that it is the Target Company’s shareholder, which is indirectly controlled by the Offeror Betaris Preiss-Daimler.

    2.3. P-D Management Industries-Technologies GmbH, a company registered in Germany at the commercial register of District Court Dresden with registration number: HRB 17752, date of registration: 15.10.1999, legal address: Wilsdruffer Strasse 11, 01723 Wilsdruff STT Grumbach, Germany. To be considered as a person acting in concert with the Offerors due to the fact that it is the Target Company’s shareholder, which is directly controlled by the Offeror Betarix Preiss-Daimler.

    2.4. P-D Composites Handels- und Service GmbH, a company registered in Germany at the commercial register of District Court Stendal with registration number: HRB 201322, date of registration: 29.11.1990, legal address: Merseburger Strasse 237, 06130 Halle (Saale), Germany. Tobe considered as a person acting in concert with the Offerors due to the fact that it is the Target Company’s shareholder, which is directly controlled by the Offeror Heinz-Jürgen Preiss-Daimler.

    2.5. CORVALIS GmbH, a company registered at the commercial register of District Court Bayreuth with registration number: HRB 4446, date of registration: 15.02.2007, legal address: Am Anger 7, 95488 Eckersdorf, Germany. As the Target Company’s shareholder to be considered as a person acting in concert with the Offerors due to a mutual agreement.

    3. Number of shares offered for sale
    Within the framework of the mandatory share buy-back offer, it was offered to redeem 474,044 (four hundred seventy-four thousand forty-four) shares of the Target Company.

    4. The number of shares that will be at the disposal of the Offerors after the share buy-back offer

    After the mandatory bid of the share buy-out offer, the Offeror will have 3 043 845 (three million forty three thousand eight hundred and forty five) shares at the disposal of the target company, representing 12.73% of the target company’s share capital and voting shares.

    #313863 Reply

    Nauris Treigys
    Keymaster

    Additional information available in the document attached.

    Attachments:
    Notification on Managers Transaction_BPD_3_Apr_2018.pdf

    #314255 Reply

    Nauris Treigys
    Keymaster

    On 11 April 2018, a new plant of AS VALMIERAS STIKLA ŠĶIEDRA subsidiary company P-D VALMIERA GLASS USA Corp. was officially opened in Dublin, Georgia, USA, with the participation of the Board, Supervisory Council and largest shareholders of AS VALMIERAS STIKLA ŠĶIEDRA, Minister for Economics of Latvia Arvils Ašeradens, Ambassador of Latvia to the USA Andris Teikmanis, Mayor of Valmiera Jānis Baiks, high-ranking officials of the State of Georgia and owners of the company.

    Local officials: Governor of Georgia Nathan Deal, Commissioner of the Georgia Department of Economic Development Pat Wilson, Dublin City Councilman Gerald Smith, Laurens County Commissioner Jeff Davis, management of the Dublin-Laurens County Development Department as well as partners involved in the project participated in the festive event. The opening ribbon of the plant was cut by Jürgen Heinz Preiss-Daimler, the Chairperson of the Supervisory Council and the largest shareholder of AS VALMIERAS STIKLA ŠĶIEDRA.

    The Governor of Georgia Nathan Deal and Commissioner of the Georgia Department of Economic Development Pat Wilson positively praised the international cooperation that ensured the implementation of such an impressive project and expressed their gratitude to the investor VALMIERA GLASS GROUP for choosing the State of Georgia for its investment. In turn, Laurens County Commissioner Jeff Davis highlighted that the new and extensive plant not only would create jobs, ensure the economic growth of the county and raise the purchasing capacity of people, but will also bring pride to the inhabitants of the region.

    As was reported earlier, on 26 March 2015, the first plant of AS VALMIERAS STIKLA ŠĶIEDRA subsidiary company P-D VALMIERA GLASS USA Corp. with an area of 7.4 thousand square metres was officially opened in Dublin, Georgia, USA. At the first stage, 20 million US dollars were invested and 150 jobs were created; the second stage, along with expansion, provides for creating 425 additional jobs and investing another 90 million US dollars by 2022.

    #314321 Reply

    Nauris Treigys
    Keymaster

    The consolidated net sales of VALMIERAS STIKLA ŠĶIEDRA, AS and its subsidiaries (hereinafter – VALMIERA GLASS GROUP or the GROUP) in the year 2017 has reached EUR 125.9 Million. The consolidated operating profit (EBITDA) was EUR 19.6 Million and that is EUR 1.78 Million or 9% more than in the year 2016. The EBITDA margin increased as well to 15.5% from 14% last year. The earnings before interest and taxes (EBIT) reached EUR 8.48 Million and that is EUR 1.2 Million higher than in the year 2016.

    Consolidated Pre-tax profit reached EUR 8.6 Million in 2017 marking a strong growth of EUR 3.8 million from EUR 4.7 million in 2016.

    The consolidated net profit of the GROUP in the year 2017 was EUR 8.2 million, or EUR 3.4 million higher compared to the audited net profit of the GROUP in the year 2016. This result was achieved through the excellent sales conditions and the associated higher average prices. The higher output of furnaces and the consistent management of costs also made a significant contribution.

    Due to continued strong demand in the fiberglass market and availability of the new capacity in the US, the Company expects a strong increase in sales to EUR 162.4 million in 2018. The plant was started in January 2018 and produced after the first initial difficulties since middle of March sellable goods. The installed capacities of 50,000 tons are to be fully utilized by the end of the year.

    Taking into account the start-up costs in the first half of 2018, EBITDA will increase to EUR 23.6 million. Due to the borrowing to finance the investment of EUR 55 million and the associated financing costs, the net profit in 2018 will temporarily narrow to EUR 4.7 million. Only with full use of capacity in the following years will the high investment be reflected in an acceptable net result.

    In order to familiarise investors, partners, clients and the company with VALMIERAS STIKLA ŠĶIEDRA, AS, its operation and management, Reports on Corporate Governance and Corporate Social Responsibility for the Year 2017 were submitted to NASDAQ Riga along with the Audited Report of VALMIERAS STIKLA ŠĶIEDRA, AS for the Year 2017.

    About VALMIERA GLASS GROUP:
    VALMIERAS STIKLA ŠĶIEDRA, AS and its subsidiaries (hereinafter referred to as VALMIERA GLASS GROUP or the GROUP) is one of the leading glass fibre manufacturers in Europe. VALMIERA GLASS GROUP companies operate in three countries on two continents: Latvia, the United Kingdom and the United States of America. VALMIERAS STIKLA ŠĶIEDRA, AS production facilities have more than 50 years of experience in the production of glass fibre, and their products are aimed at various industrial markets. The GROUP consists of four companies: the parent company VALMIERAS STIKLA ŠĶIEDRA, AS and its three subsidiary companies – VALMIERA GLASS UK Ltd. in the United Kingdom, P-D VALMIERA GLASS USA Corp. and VALMIERA GLASS USA Trading Corp. in the United States of America.

    Attachments:
    CORPORATE_SOCIAL_RESPONSIBILITY_REPORT_EN.pdf
    Corporate_governance_report_2017_EN.pdf
    Financial annual report.pdf

    #314328 Reply

    Nauris Treigys
    Keymaster

    Management Board of joint stock company VALMIERAS STIKLA ŠĶIEDRA (registration number: 40003031676, legal address: 13 Cempu iela, Valmiera, Latvia, LV-4201) calls up and announces that Annual General Meeting of Shareholders of joint stock company VALMIERAS STIKLA ŠĶIEDRA will take place on May 25, 2018 at 11 a.m. at premises of joint stock company VALMIERAS STIKLA ŠĶIEDRA, 13 Cempu iela, Valmiera, Latvia.

    Agenda:
    1. Reports of the Management Board, the Supervisory Board, the Audit Committee and statement of the Sworn auditor, approval of the Annual report for year 2017.
    2. Distribution of the profit for year 2017.
    3. Election of the auditor for the audit of the Annual report for year 2018 and determination of the remuneration for the auditor.
    4. The remuneration for the Audit committee.
    5. Elections of the Supervisory Board and determination of the remuneration for the members of the Supervisory Board.
    6. Amendments to the Articles of Association.

    Shareholders’ Registration will be open from 10.00 a.m. till 11.00 a.m. on the day of meeting – May 25, 2018 – at the venue of the meeting.

    The record date for participation at the annual shareholders’ meeting of joint stock company VALMIERAS STIKLA ŠĶIEDRA is May 17, 2018. Only those persons who are shareholders on the record date with the amount of the shares they own on the record date have rights to participate at the annual shareholders’ meeting of joint stock company VALMIERAS STIKLA ŠĶIEDRA to be held on May 25, 2018.

    Shareholders have rights to participate in the meeting in person or by mediation of their legal representatives or authorised persons:

    -upon registration, shareholders shall present a passport or other personal identification document.
    -upon registration, representatives and authorised persons of shareholders shall present a passport or other personal identification document, and shall submit written power of attorney of the represented shareholder (form of a written power of attorney is also available on website of joint stock company VALMIERAS STIKLA ŠĶIEDRA – http://www.valmiera-glass.com, on website of the central storage of regulated information – http://www.oricgs.lv and website of joint stock company “Nasdaq Riga” – http://www.nasdaqbaltic.com), or legal representatives shall present a document certifying the authorisation.

    The shareholders who represent at least 1/20 of the company’s share capital, have rights within 7 days after publication of the notification to require the institution, which convenes the shareholders meeting, to include additional items in the agenda of the meeting. The shareholders, who propose to include additional issues on the agenda of the shareholders meeting, are obliged to submit the draft resolution on the issues that are proposed by them for inclusion in the agenda, or explanation on the issues where no resolution is planned to be adopted to the institution which convenes the shareholders meeting. The shareholders have rights to submit draft resolutions on issues included in the agenda of the shareholders’ meeting within 7 days after the notification about convocation of shareholders’ meeting is released. Shareholders have rights to submit draft resolutions on issues included in the agenda of the shareholders’ meeting during the meeting, if all the draft resolutions that have been submitted to the shareholders’ meeting are reviewed and rejected. If a shareholder submits a written requisition to the Management Board at least 7 days before the shareholders’ meeting, the Management Board is obliged to give him the required information on the issues included in the agenda at least 3 days before the shareholders’ meeting. Upon request of the shareholders, the Management Board is obliged to provide information to the shareholders’ meeting about the company’s economic situation to such an extent that is necessary to objectively review and adopt a resolution on the respective issue on the agenda.

    Shareholders can get acquainted with draft resolutions as well as additional information and give their suggestions and proposals on the Agenda starting from May 11, 2018 till May 24, 2018 at premises of administration of joint stock company VALMIERAS STIKLA ŠĶIEDRA, 13 Cempu iela, Valmiera, Latvia on all business days from 08.00 a.m. till 16.00 p.m. and at Registration on the meeting day.

    Information on the shareholders’ meeting and shareholders rights is also available on website of joint stock company VALMIERAS STIKLA ŠĶIEDRA – http://www.valmiera-glass.com, on website of the central storage of regulated information – http://www.oricgs.lv and website of joint stock company “Nasdaq Riga” – http://www.nasdaqbaltic.com.

    The total amount of shares and total amount of the shares with voting rights of joint stock company VALMIERAS STIKLA ŠĶIEDRA is 23 903 205.

    The Management Board of AS VALMIERAS STIKLA ŠĶIEDRA

    Attachments:
    DRAFT DECISION on amendments to the Statutes_EN.pdf
    Form of power of attorney_EN.doc

    #329607 Reply

    Nauris Treigys
    Keymaster

    VALMIERAS STIKLA ŠĶIEDRA, AS (the Company) informs that it has decided to take additional steps towards raising additional capital resources through a potential follow-on public offering (FPO) of the Company´s shares, which will be subject to corporate and regulatory approvals. The purposes are to strengthen its overall capital base as well as financing capital expenditure-related items at its operational locations.

    In the Annual General Meeting held on May 25, 2018, it was decided to entitle the Management Board of the Company, with the Supervisory Board´s approval, to increase the Company´s share capital by issuing a maximum of 7,170,961 new shares. The full details are available here.

    The price per one new issue share has not been decided yet. This will be determined after taking into account various factors including, but not limited to, recent developments in the Company´s operations and the industry it operates in, conditions in global financial markets as well as investors´ feedback. The expected use of proceeds is to strengthen the Company´s capital base as well as activities related to ongoing operations at its Latvian (Valmiera) and USA plants.

    The Company has mandated AS LHV Pank (the Advisor), registered in Estonia as its financial advisor for this purpose. With the help of the Advisor, the Company will explore the possibility to undertake the transaction already during the first half of 2019.

    Additional decisions emanating from a General Meeting of Shareholders will still be sought to clarify further aspects of the planned transaction. All required regulatory approvals will be sought as well.

    The Company also plans to move its shares to the Nasdaq Baltic Main List in order to increase their liquidity and appeal to the regional investment community, including pension funds. As per the Listing Rules this requires a material increase in the free float level.

    Valmieras stikla šķiedra JSC

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