VNF: Opinion of the Management Board of JSC “Ventspils nafta” (hereinafter - VN) in respect of expressing the company’s mandatory bid of share buy-out offer and its impact on the company’s interests
The Management Board has evaluated the Offer. In evaluating the Offer, the Management Board has assessed whether the Offer represents a fair value for the shares of VN that it relates to. In doing so, the Management Board has calculated the value of the VN assets, which it estimates at approximately EUR 326,250,000 based on the 2014 Audited Consolidated Report of VN. This translates into a price per VN share of EUR 3.12. The Management Board has resolved that the Offer at EUR 4.56 per share represents a substantial increase to a fair share price of VN. The Management Board notes that the price of the mandatory buy-out offers in Latvia is regulated by Article 74 of the Financial Instruments Market Law.
As a result of the share buy-out, the shareholder Euromin Holdings (Cyprus) Limited would be further increasing its interest in the share capital of VN. The Management Board holds a view that a bigger proportion of the controlling interest in the hands of one shareholder will improve the efficiency of the Company’s operations and its further development.
Therefore, the Management Board has resolved that this Offer is in VN’s interests. The Management Board indicates that it is currently not planned to change the Company’s operating scope, the Company’s location, or to reduce its current staff.
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