NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL
This is a press release not a prospectus within the meaning of the applicable laws. This press release is not an offer to sell securities or the solicitation of an offer to buy securities. Any offering of securities to the public referred to in this press release will be made only on the basis of information contained in the prospectus (the “Prospectus”), published by AUGA group, AB (the “Company”) in connection with the public offering of its shares in Lithuania as well as on their admission and introduction to trading on regulated markets AB Nasdaq Vilnius and Warsaw Stock Exchange. The prospectus is published on the website of the Company (www.auga.lt), and (for information purposes only) on the website of LHV Pank AS, acting as the Global Lead Manager (www.lhv.ee) and as a material event notification on www.nasdaqbaltic.com, www.crib.lt, www.gpwinfostrefa.pl and at www.gpw.pl.
Public offering of AUGA group shares commences
The Bank of Lithuania has approved the prospectus for the public offering of shares of vertically-integrated organic food producer AUGA group.
The offering will consist of up to 40 million newly-issued ordinary registered shares to trading on Nasdaq Vilnius and on Warsaw Stock Exchange.
The transaction consists of a public offering to retail investors in Lithuania, an institutional offering to appropriately qualified investors, as well as a private offering to individually identified non-institutional and non-qualified investors outside of Lithuania.
The aim of the transaction is to raise capital for business development and increase the volume of freely-tradeable shares, thus creating more attractive conditions to invest for retail and institutional investors.
The newly-raised capital will be used for further development of sustainable organic farming: investments in acquired agricultural companies, the development of poultry and dairy farms, as well as the production of biogas and its application for agricultural machinery.
“It is obvious that investors take into account not only the financial figures of the company, but also the values it follows, its impact on the environment and the way it creates value for all stakeholders. I believe that for this reason AUGA group should be attractive to investors looking for sustainable investments. The raised capital will be used for the further development of a sustainable agricultural model and related technologies”, – says Kęstutis Juščius, chairman of the board of AUGA group.
As noted in the prospectus, company also finalized a dispute with the Bank of Lithuania regarding the value of the shares of UAB eTime Invest. The provided valuation was compliant with the requirements, and the issue is now resolved.
Last week, Nasdaq Vilnius took a decision to conditionally include AUGA group’s shares in the prestigious Baltic Main List if the company issues a sufficient number of ordinary registered shares, as indicated in the listing rules of Nasdaq Vilnius.
In 2017, the companies of the group successfully completed the transition to organic farming commenced in 2015. Taking a step into organic farming, company set the goal not only to comply with organic farming requirements, but also to apply even higher standards of sustainable agriculture.
The group utilizes the min-till farming model in almost 50% of its agricultural land. The min-till approach allows AUGA group to reduce CO2 emissions into the atmosphere. By using this technique, less fuel is consumed by agricultural machinery because less energy is required to cultivate the surface of the soil. The min-till method preserves the microflora on the soil‘s surface, reduces erosion of the soil and improves its structure. The company has already invested more than EUR 15 million into sustainable agricultural development.
“Today the demand for organic products in the world is growing much faster than the supply, and we can sense it when communicating with our partners abroad. Over the last years we have significantly expanded the area of cultivated land, and we can offer a wide range of organic products for end-consumers as well as commodities for food processors. We see huge opportunities and therefore we intend to continue to invest in the technological development of farms”, – says Linas Bulzgys, CEO of AUGA group.
In 2017, AUGA group’s audited revenues were EUR 48.8 million, representing a 23% year-on-year increase. This became EUR 14.9 million in consolidated gross profit, a 38% year-on-year increase. The group’s EBITDA for the year 2017 amounted to EUR 14.2 million, up 26% vs. prior year. The net profit of the group reached EUR 5 million in 2017, more than double the net profit of 2016.
Currently, exports account for 80% of the sales of AUGA group. AUGA products are mainly exported to countries in the European Union, as well as successfully entering the markets in Asia and the Middle East.
In 2017, the group’s companies harvested crops from 27 thousand ha of land. In 2018, after completing the acquisition of UAB KTG Agrar in the beginning of 2017 and the integration of UAB Raseinių Agra, acquired on February 26, 2018, AUGA expects to harvest crops from approximately 38 thousand ha of land.
The company chose AS LHV Pank registered in Estonia as its Global Lead Manager and Bookrunner for the transaction.
Subscription Undertakings may be submitted through any financial institutions (each a “Participating Institution”) that are members of Nasdaq Vilnius. As of the date of the Prospectus, the list of these financial institutions is as follows (in alphabetical order):
• Citadele banka/ Citadele bankas
• Cresco Väärtpaberid
• Danske Bank
• Instinet Europe Limited
• Interactive Brokers (U.K) Limited
• Joh. Berenberg, Gossler & Co. KG
• LHV Pank
• Luminor Bank AB/ Luminor Bank AS
• Nordea Bank AB (publ)
• Orion Securities
• SEB banka/ SEB Bankas/ SEB Pank
• Šiaulių Bankas
• Skandinaviska Enskilda Banken
• Swedbank AB (Sweden)/ Swedbank AS (Estonia)/ Swedbank AS (Latvia)/ Swedbank, AB
(Lithuania)
A complete and up to date table can be found at the following address:
http://www.nasdaqbaltic.com/market/?pg=members&lang=en.
This press release does not comprise a prospectus for the purposes of Directive 2003/71/EC (as amended) and does not contain or constitute or form part of any offer or invitation, or any solicitation of an offer, for securities and should not be relied on in connection with any contract or commitment whatsoever. The offering of the securities referred to in this press release (the “Offering”) and the distribution of this press release and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This press release is not an offer for sale of securities of the Company in the United States. Securities of the Company referred to herein may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company has not registered and does not intend to register any portion of the Offering in the United States or to conduct a public offering of any securities in the United States.
This press release is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the “Order’”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the Offering may lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons’”). Any investment activity to which this press release relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. The Offering will not be made to the public in the United Kingdom.
This press release is for promotional purposes only and under no circumstances shall constitute an offer or invitation, of form the basis for a decision, to invest in the securities of the Company. A prospectus, which was approved by the Bank of Lithuania – the Lithuanian capital markets authority together with the Lithuanian and Polish translations of the summary on 2 July 2018 and notified to the Polish Financial Supervision Authority, is the sole legally binding document containing information on the Company and the Offering as well as on admission and introduction of Company’s securities to trading on regulated markets AB Nasdaq Vilnius and Warsaw Stock Exchange. The prospectus is published on the website of the Company (www.auga.lt), and (for information purposes only) on the website of LHV Pank AS, acting as the Global Lead Manager (www.lhv.ee) and as a material event notification on www.nasdaqbaltic.com, www.crib.lt, www.gpwinfostrefa.pl and at www.gpw.pl.
No reliance may be placed for any purpose whatsoever on the information contained in this press release, any verbal discussion thereof, and such information may not be complete or accurate.
Acquiring investments to which this press release relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering investment should consult an authorized person specializing in advising on such investments.
LHV Pank AS is acting solely for the Company and Baltic Champs Group UAB (the “Selling Shareholder and”) and no one else in connection with the Offering, and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their clients nor for providing advice in connection with the Offering.
Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward-looking statements by terms such as ‘expect’, ‘believe’, ‘anticipate’, ‘estimate’, ‘intend’, ‘will’, ‘could’, ‘may’ or ‘might’ or other similar expressions. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including risks specifically related to the Company and its operations.