The shareholders of Latvian Forest Company AB (publ), Reg. No. 556789-0495 (“The Company”) are hereby summoned to the Extraordinary General Meeting of shareholders to be held on Wednesday, March 27, 2019 at 10.00 in Galjaden Fastigheter premises on Linnégatan 18, Stockholm.
- Notification
Shareholders wishing to attend the Extraordinary General Meeting must be registered as shareholders in the share register kept by Euroclear Sweden AB by Thursday, March 21, 2019, and must also have notified their attendance to The Company no later than Thursday, March 21, 2019 by post to: Latvian Forest Company AB, Ringvägen 22, 182 46 Enebyberg, Sweden or by email: [email protected].
The notification must state name/business name, social security number/company registration number, address and telephone number, email-address, assistants if any and number of shares. For those shareholders who wish to be represented by proxy, the company provides a proxy form at The Company’s website: latvianforest.lv. Shareholders who use a representative must have the proxy issued on the same day as the Extraordinary General Meeting. Proxy issued by a legal entity must have a certified copy of the registration certificate for the legal entity. Proxy and registration certificate should be sent in by mail to The Company well in advance of the Extraordinary General Meeting. The Proxy must not be more than five years old.
Shareholders who own shares through a nominee must register such nominee shares in their own name at Euroclear Sweden AB, in order to be entitled to participate in the Extraordinary General Meeting. Such registration, which can be temporary, must have been effected at Euroclear Sweden AB no later than Thursday, March 21, 2019. Shareholders should, well in advance before this date, instruct their nominees to effect such registration.
- Items
Proposed agenda
1) Opening of the Meeting
2) Election of Chairman of the Meeting
3) Preparation and approval of the voting list
4) Approval of the agenda
5) Election of one or two persons to verify the minutes
6) Consideration if the Extraordinary General Meeting has been duly convened
7) Decision to sell all shares in the operating subsidiaries SIA Latvijas mezu kompanija and Baltic Forest IV, SIA.
8) Closing of the Meeting
PROPOSITION FOR RESOLUTION
Item 7 – Decision to sell all shares in the operating subsidiaries SIA Latvijas mezu kompanija and Baltic Forest IV, SIA.
The Company has on March 8, 2019 concluded a Share Purchase Agreement with SCA Mezs Latvija, SIA – a wholly owned subsidiary of Svenska Cellulosa Aktiebolaget SCA (”SCA”) that guarantees the total commitments of its subsidiary according to the Share Purchase Agreement – regarding sale of the company’s operations by way of sale of all shares in the operating subsidiaries SIA Latvijas mezu kompanija and Baltic Forest IV, SIA (the subsidiaries).
The purchase price for the shares in the subsidiaries is estimated according to the proforma balance sheet to a preliminary 16,7 MEUR, an additional 7,90 MEUR of shareholder loans will be repaid by the buyer, which corresponds to the value of the subsidiary’s forest- and agricultural properties (26,2 MEUR) with deduction of bank loan, certain transaction costs adjusted to net working capital. Access and payment are estimated at latest April 3, 2019.
After the proposed sale of the shares in the two daughter companies the company’s entire operations will be disposed. The Share Purchase Agreement is conditional to the decision taken by the Extraordinary General Meeting of The Company.
The Board has also received indicative offers from other stakeholders than SCA, now being considered by the Meeting, of which bid SCA is the highest and according to the Board the most advantageous for The Company and its shareholders.
During 2018 a change of ownership has occurred in two of the largest forest companies in Latvia, (Bergvik Skog SIA and Foran Real Estate SIA). Therefore, many potential buyers of Latvian forest resources have sought other acquisitions. The Board chose to sign a letter of intent with SCA after soundings from other potential bidders. The Board assesses the time to be right to sell now in order to maximize earnings.
The Board has at this point not yet decided what to do with The Company after the sale of the subsidiaries. There are different alternatives such as continue operations through purchase of new forest land, with or without certain dividend from earnings to the shareholders, or implement a voluntary liquidation with the following distribution of The Company’s assets.
Considering all mentioned The Board proposes to the Extraordinary General Meeting to decide for approval of selling the subsidiaries to mentioned buyer.
- Information, number of shares and votes
A proxy form will be available at The Company’s website latest two weeks before the meeting and until the day before the meeting.
Shareholders reminds of their rights according to chapter 7, 32 § Companies act to ask for information during the meeting from The Board and Managing director concerning conditions that may affect the assessment of a matter on the agenda.
Total number of shares in The Company at the time of this summon amounted to 20 511 061 and the total number of votes was 21 231 061. The Company has no shares on its own.
____________________
Stockholm March 2019
Latvian Forest Company AB (publ)
The Board
Here you can find the Proxy form: