On 19 February 2010 public company ALITA has received by fax two official notifications from the Share Fund of the Republic of Serbia and the Privatisation Agency of the Republic of Serbia. The aforementioned institutions informed public company ALITA that on 16 February 2010 the decision to terminate the 24 July 2007 share sale-purchase agreement of the 51,90242% shares (the Shares) of Akcionarsko društvo Beogradska industrija piva (the Company), concluded between the Share Fund of the Republic of Serbia and the Privatisation Agency of the Republic of Serbia, from one side, and public company ALITA and United Nordic Beverages AB, acting as a consortium of legal entities (the Buyer), from the other side (the Privatisation Agreement) was adopted. According to the Share Fund of the Republic of Serbia and the Privatisation Agency of the Republic of Serbia, the decision to terminate the Privatisation Agreement was adopted on the ground of Clauses (a), (c) and (f) of Article 8.7.1 of the Privatisation Agreement and Article 41a of the Law on Privatisation of the Republic of Serbia because the Buyer: -failed to execute his obligation to make investments into the Company amounting to EUR 2 600 000 as indicated in Article 8.1.2 of the Privatisation Agreement; -failed to secure that the Company would dispose its fixed assets in accordance with the provisions of the Privatisation Agreement and caused the Company to be put into the enforced settlement by way of sale of Company's fixed assets or any other similar proceeding and did not take any actions in order to prevent such proceedings (Articles 8.2.2, 8.2.4, 8.2.11 and 8.2.12 of the Privatisation Agreement). The Share Fund of the Republic of Serbia and the Privatisation Agency of the Republic of Serbia also indicates that the Buyer did not perform his obligation to announce a tender offer to buy the remaining shares of the Company as stipulated in Article 8.1.5 of the Privatisation Agreement. Considering the abovementioned, the Share Fund of the Republic of Serbia and the Privatisation Agency of the Republic of Serbia has informed public company ALITA that the Shares of the Company shall be transferred to the Share Fund of the Republic of Serbia. In the abovementioned notifications the Share Fund of the Republic of Serbia and the Privatisation Agency of the Republic of Serbia have also indicated that according to breaches of the Privatisation Agreement and on the ground of Article 8.6 of the Privatisation Agreement, the decision to claim the following contractual penalties from the Buyer was adopted: -to claim the fine amounting to 50 % of the purchase price of the Shares - for the breach of obligation to make investments into the Company, as stipulated in Article 8.1.2 of the Privatisation Agreement; -to claim the fine amounting to double value of the transferred fixed assets of the Company - for the breach of the obligation, stipulated in Article 8.2.2 of the Privatisation Agreement (i.e. for the failure to secure that the Company would dispose its fixed assets in accordance with the provisions of the Privatisation Agreement); -to claim the fine amounting to 100% of the purchase price of the Shares - for the breach of the obligation, stipulated in Article 8.2.4 of the Privatisation Agreement (i.e. for causing the Company to be put into the enforced settlement by way of sale of Company's fixed assets or any other similar proceeding and failure to prevent such proceedings). The exact amount of the claimed contractual penalties is not clear at the moment. However, it is obvious that the amount of contractual penalties shall exceed the price of the Shares paid by the Buyer, i.e. EUR 21,400,055.29. Currently the Buyer is analysing the situation and is assessing possibilities to challenge the aforementioned requests of the institutions of the Republic of Serbia. On 17 February 2010 the Share Fund of the Republic of Serbia and the Privatisation Agency of the Republic of Serbia submitted a demand for payment of EUR 2 600 000 under the bank guarantee issued by “Swedbank”, AB in order to secure the Buyer's obligations deriving from the Privatisation Agreement. Authorized to provide information: Vytautas Junevicius tel. +370 315 57243 Vytautas Junevičius, Director General, +370 315 57243
Re the termination of the privatisation agreement of the shares of akcionarsko društvo Beogradska industrija piva
| Quelle: ALT investicijos AB