{"version":"1.0","provider_name":"Agromino","provider_url":"https:\/\/www.agromino.com\/ua","author_name":"Petr","author_url":"https:\/\/www.agromino.com\/ua\/author\/petr-krogman\/","title":"Notice regarding compulsory acquisition of shares - Agromino","type":"rich","width":600,"height":338,"html":"<blockquote class=\"wp-embedded-content\" data-secret=\"xwrgbFHown\"><a href=\"https:\/\/www.agromino.com\/ua\/2021\/06\/30\/notice-regarding-compulsory-acquisition-of-shares\/\">Notice regarding compulsory acquisition of shares<\/a><\/blockquote><iframe sandbox=\"allow-scripts\" security=\"restricted\" src=\"https:\/\/www.agromino.com\/ua\/2021\/06\/30\/notice-regarding-compulsory-acquisition-of-shares\/embed\/#?secret=xwrgbFHown\" width=\"600\" height=\"338\" title=\"&#8220;Notice regarding compulsory acquisition of shares&#8221; &#8212; Agromino\" data-secret=\"xwrgbFHown\" frameborder=\"0\" marginwidth=\"0\" marginheight=\"0\" scrolling=\"no\" class=\"wp-embedded-content\"><\/iframe><script type=\"text\/javascript\">\n\/* <![CDATA[ *\/\n\/*! This file is auto-generated *\/\n!function(d,l){\"use strict\";l.querySelector&&d.addEventListener&&\"undefined\"!=typeof URL&&(d.wp=d.wp||{},d.wp.receiveEmbedMessage||(d.wp.receiveEmbedMessage=function(e){var t=e.data;if((t||t.secret||t.message||t.value)&&!\/[^a-zA-Z0-9]\/.test(t.secret)){for(var s,r,n,a=l.querySelectorAll('iframe[data-secret=\"'+t.secret+'\"]'),o=l.querySelectorAll('blockquote[data-secret=\"'+t.secret+'\"]'),c=new RegExp(\"^https?:$\",\"i\"),i=0;i<o.length;i++)o[i].style.display=\"none\";for(i=0;i<a.length;i++)s=a[i],e.source===s.contentWindow&&(s.removeAttribute(\"style\"),\"height\"===t.message?(1e3<(r=parseInt(t.value,10))?r=1e3:~~r<200&&(r=200),s.height=r):\"link\"===t.message&&(r=new URL(s.getAttribute(\"src\")),n=new URL(t.value),c.test(n.protocol))&&n.host===r.host&&l.activeElement===s&&(d.top.location.href=t.value))}},d.addEventListener(\"message\",d.wp.receiveEmbedMessage,!1),l.addEventListener(\"DOMContentLoaded\",function(){for(var e,t,s=l.querySelectorAll(\"iframe.wp-embedded-content\"),r=0;r<s.length;r++)(t=(e=s[r]).getAttribute(\"data-secret\"))||(t=Math.random().toString(36).substring(2,12),e.src+=\"#?secret=\"+t,e.setAttribute(\"data-secret\",t)),e.contentWindow.postMessage({message:\"ready\",secret:t},\"*\")},!1)))}(window,document);\n\/\/# sourceURL=https:\/\/www.agromino.com\/wp-includes\/js\/wp-embed.min.js\n\/* ]]> *\/\n<\/script>\n","description":"\u0412\u0438\u0431\u0430\u0447\u0442\u0435 \u0446\u0435\u0439 \u0442\u0435\u043a\u0441\u0442 \u0434\u043e\u0441\u0442\u0443\u043f\u043d\u0438\u0439 \u0442\u0456\u043b\u044c\u043a\u0438 \u0432 \u201cEN\u201d. For the sake of viewer convenience, the content is shown below in the alternative language. You may click the link to switch the active language. Danish version below \/ Dansk version nedenfor Notice regarding compulsory acquisition of shares&nbsp;Agromino A\/S INTRODUCTION Mabon investi\u010dn\u00ed fond s prom\u011bnn\u00fdm z\u00e1kladn\u00edm kapit\u00e1lem a.s. (\u201cMabon\u201d) has obtained ownership of more than 90% of the shares and voting rights in Agromino A\/S (\u201cAgromino\u201d). On that background, Mabon has determined to exercise its right to acquire all shares held by Agromino\u2019s other shareholders by way of a compulsory acquisition pursuant to Sections 70 and 72 of the Danish Companies Act. Therefore, the other shareholders are hereby formally requested to transfer their shares in Agromino to Mabon within a period of four weeks after this request, i.e. 28 July 2021 at 23:59 (CEST) at the latest (the \u201cTransfer Period\u201d). BACKGROUND On 1 June 2021, a decision to increase the share capital from EUR 2,489,512.3 to not more than EUR 7,468,536.9 by way of a cash contribution of EUR 0.24 per nominally EUR 0.10 new share with pre-emptive rights for existing shareholders was adopted by Agromino\u2019s board of directors. In continuation of the registration of the capital increase adopted on 24 June 2021, Mabon obtained ownership of more than 90% of the shares and voting rights in Agromino and is thus entitled to perform a compulsory acquisition of the shares held by other shareholders in Agromino pursuant to Section 70 and 72 in the Danish Companies Act. PRICE PER SHARE The transfer of the shares to Mabon will be made at a price of EUR 0.56 per share, each share with a nominal value of EUR 0.10, and payment will be made in cash. Any fees and\/or any other costs arising from the respective shareholders&#8217; sale of their shares shall be borne by the selling shareholders and such fees and costs shall be of no concern to Mabon. The price offered in this compulsory acquisition entails a premium of approximately 26.18 per cent based on the closing price on Nasdaq Stockholm on 30 October 2020, i.e. on the last day of trading of Agromino\u2019s shares on Nasdaq Stockholm. The offered price is based on current and past financial performance of Agromino (net profit and EBITDA) and reflects, inter alia, the following risk factors which may have a substantial impact on the future \/ continuation of Agromino\u00b4s operations: \u2022 uncertainty concerning the future of Ukrainian land market after 1st July 2021, i.e. after launch of the land reform which will lead to discrimination of the companies with foreign\/non-Ukrainian owners; \u2022 geopolitical tensions in the region combined with the fact that the biggest part of land used by Agromino is located in Eastern Ukraine, i.e. within close proximity of Russia. If any shareholder disagrees with the compulsory acquisition price, such shareholder may request that a new compulsory acquisition price is determined by an expert appointed by the court at Agromino\u2019s registered office pursuant to clause 70(2) of the Danish Companies Act. The expert determines the compulsory acquisition price pursuant to article 67(3) of the Danish Companies Act. The expert\u2019s assessment may be brought before the court no later than three (3) months from receipt of the expert\u2019s assessment. If the expert\u2019s valuation results in a compulsory acquisition price higher than the price set out in this compulsory acquisition notice by Mabon, such higher price will also be valid for the shareholders who have not requested the valuation. The expenses relating to the price determination must be paid by the shareholder who has requested such determination, however, where a valuation results in a compulsory acquisition price higher than the one offered by Mabon, the court may order Mabon to pay the expenses in part or in full. ACCEPTANCE Any shareholder who accepts to transfer its shares to Mabon, may accept the compulsory acquisition by completing the attached transfer form and forward the form to Agromino, c\/o Advokatfirmaet Poul Schmith, Kalvebod Brygge 32, 1560 Copenhagen V or c\/o Resilient a.s., Churnajevova 10, 143 000 Prague 12-Mod\u0159any, Czech Republic for receipt not later than 28 July 2021 at 23:59 (CEST) at the latest. For the purposes of this compulsory acquisition process Agromino agreed to perform the role of correspondence agent and any form duly delivered to any of the addresses specified above will be deemed to be delivered to Mabon. Any shares transferred to Mabon must be free and clear from any charges, liens, encumbrances and any other third-party rights. Please note that settlement of the transferred shares will be executed after the expiry of the Transfer Period, expectedly within 3 business days. After expiry of the Transfer Period and the settlement, the shares will be registered in the register of shareholders of Agromino in the name of Mabon. NON-ACCEPTANCE In case not all of the shareholders have transferred their shares to Mabon within the Transfer Period, Mabon will deposit an amount in favour of the relevant shareholders equal to the compulsory acquisition price for the non-transferred shares as soon as possible in accordance with the Danish Escrow Account Act (in Danish: Deponeringsloven) and accordingly, the shares will be registered in the register of shareholders of Agromino in the name of Mabon. After expiry of the Transfer Period, Mabon will publish a notice with the Danish Business Authority informing that the shareholders whose shares have been compulsorily acquired by Mabon may demand an expert valuation pursuant to section 67(3) of the Danish Companies Act within a three (3) months\u2019 deadline from the time of the publication of such new notice. The right will be lost at the expiry of the three (3) months\u2019 period. Prague, 30 June 2021 Mabon investi\u010dn\u00ed fond s prom\u011bnn\u00fdm z\u00e1kladn\u00edm kapit\u00e1lem a.s. In case of any discrepancy between the Danish and English text, the English text shall prevail. STATEMENT FROM THE BOARD OF DIRECTORS The board of directors of Agromino A\/S has received and reviewed the terms of the compulsory acquisition of shares"}