Raport.

AVIAAM LEASING AB (13/2018) Regarding announcement of the circular of the tender offer, aimed at delisting the shares of AB "AviaAM Leasing" from trading on the Warsaw Stock Exchange

Podstawa prawna: AB "AviaAM Leasing" (the "Company") received information from the shareholders of the Company (HAIFO LTD, acting pursuant to Article 87 section 3 of the Polish Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, as the entity authorised by the following parties of the agreement referred to in Article 87 section 1 point 5 of the same law: ALH Aircraft Leasing Holdings Ltd., HARBERIN ENTERPRISES LIMITED, X7 Procapital Fund, MESOTANIA HOLDINGS LIMITED, MAG Services Establishment, UAB "Indeco: Investment and Development", AB "ŽIA valda", Anatolij Legenzov, Renata Legenzova, Linas Dovydėnas, Žilvinas Lapinskas, Virginija Svilainytė and Daumantas Lapinskas) that on 6 March 2018 they have published the circular on a tender offer, aimed at delisting the shares of the Company from trading on the Warsaw Stock Exchange.
The tender offer price is PLN 5.62 per 1 (one) ordinary registered share of the Company EUR 0.29 par value each (ISIN code LT0000128555). Date of the beginning of the sale order acceptance period is set for 7 March 2018 and the date of the end of the sale order acceptance period is set for 5 April 2018.
Comprehensive conditions of the tender offer are presented in the circular (please see the annexes (circular on a tender offer in Polish language and its non-binding English translation)).

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    TENDER OFFER FOR SALE OF SHARES in AB “AviaAM LEASING”, AIMED AT DELISTING OF COMPANY’S SHARES FROM TRADING ON THE WARSAW STOCK EXCHANGE
    Page 1 of 13
    Please note that this is a non -binding English convenience translation of a tender offer document that was
    made public in Polish language. In case of any discrepancies between English and Polish versions, Polish
    version shall prevail.
    Notice to U.S. Holde rs: The Tender Offer is not being made, and will not be made, directly or indirectly in or
    into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any
    facilities of a national securities exchange of, t he United States. This includes, but is not limited to, facsimile
    transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The
    Shares may not be tendered in the Tender Offer by any such use, means, instrume ntality or facility from or
    within the United States or by persons located or resident in the United States. Accordingly, copies of the Tender
    Offer document and any other documents or materials relating to the Tender Offer are not being, and must not
    be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without
    limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. persons or any
    persons located or resident in the United State s. Any purported tender of Shares in a Tender Offer resulting
    directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Shares
    made by a person located in the United States or any agent, fiduciary or other in termediary acting on a non -
    discretionary basis for a principal giving instructions from within the United States will be invalid and will not
    be accepted.
    Each holder of Shares participating in a Tender Offer will represent that it is not a U.S. person, i t is not located
    in the United States and it is not participating in such Tender Offer from the United States or it is acting on a
    nondiscretionary basis for a principal that is not a U.S. person, that is located outside the United States and that
    is not g iving an order to participate in such Tender Offer from the United States. For the purposes of this and
    the above paragraph, United States means United States of America, its territories and possessions (including
    Puerto Rico, the U.S. Virgin Islands, Guam , American Samoa, Wake Island and the Northern Mariana Islands),
    any state of the United States of America and the District of Columbia.
    TENDER OFFER FOR THE SALE OF SHARES
    IN AB “ AVIAAM LEASING ”, AIMED AT DELISTIN G OF COMPANY’S SHARE S
    FROM TRADING ON THE WARSAW STOCK EXCHANG E
    This public tender offer for the sale of shares in AB “ Avia AM Leasing ”, aimed at delisting of company’s shares
    from trading on the Warsaw Stock Exchange (the “ Tender Offer ”) is made pursuant to Article 91 sec tion 6 in
    connection with Article 92 section 4 and Article 90a section 1 of Polish Act of 29 July 2005 on Public Offering,
    Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies
    (the "Law on Public Offering ") and the Regulation of the Minister of Development and Finance of the Republic
    of Poland dated 14 September 2017 on Specimens of Invitations to Subscribe for Sale or Exchange of Shares of
    a Public Company, the Detailed Manner of Announcing Them and the Terms and Conditions of A cquiring
    Shares as a Result of Such Invitations (the "Regulation ").
    1. Details of the shares subject to the Tender Offer , the share type and the name of the issuer, as well
    as the number of the votes at the general shareholders’ meeting represented by one s hare of a
    given type.
    The Tender Offer is made in respect of 9,412 ,051 ordinary registered , book entry form shares (" Shares ") in AB
    “AviaAM Leasing ”, a public limited liability company, established and existing under the laws of the Republic
    of Lithuania, corporate ID code 302330793, with its registered address at Smolensko str. 10, Vilnius, the
    Republic of Lithuania (the " Company "), each Share having a nominal value of EUR 0.29 . Each Share entitles to
    one (1) vote at the general shareholders’ meeting of t he Company.
    All the shares in the Company have been admitted to trading and are listed on the main market of the Warsaw
    Stock Exchange (the “ WSE ”), and are registered with the Nasdaq CSD SE ( Societas Europaea ) in Lithuania as a
    primary depositary and with the National Depository of Securities in Poland (the “ NDS ”) as a secondary
    depositary under ISIN LT0000128555 .



    TENDER OFFER FOR SALE OF SHARES in AB “AviaAM LEASING”, AIMED AT DELISTING OF COMPANY’S SHARES FROM TRADING ON THE WARSAW STOCK EXCHANGE
    Page 2 of 13
    2. Full name (business name), domicile (registered office) and address of the individual (entity) or
    address for service in case of individual an nouncing the Tender Offer .
    The Tender Offer is announced jointly by the following entities (hereinafter to be jointly referred as the
    “Offeror s”):
    HAIFO LTD with its registered office in Nicosia, Cyprus, with address at Arch. Makari ou III, 1 MITSI
    BUIL DING 3, 2nd floor, Office 211, 1065 , Nicosia, Cyprus, entered into Register of Companies maintained by
    Department of Registrar of Companies and Official Receiver of Ministry of Energy, Commerce, Industry and
    Tourism of Cyprus under number HE 270472 (the “ Offeror ”), acting pursuant to Article 87 section 3 of the Law
    on Public Offering, as the entity authorised by the following parties of the agreement referred to in Article 87
    section 1 point 5 of the Law on Public Offering :
    (1) ALH Aircraft Leasing Holdings Ltd ., company code HE284966, having its registered office at Georgiou
    Griva Digeni 81 -83, JACOVIDES TOWER, 1st floor, Of fice 122, 1090 Nicosia, Cyprus , which holds
    12,994,905 shares in the Company, constituting 30.01% of the share capital of the Company, whic h
    represent 12,994,905 votes, constituting 30.01% of the total votes in the Company ;
    (2) HARBERIN ENTERPRISES LIMITED, company code HE268672, having its registered office at
    Strovolou 77, STROVOLOS CENTER, 3rd floor, Strovolos, 2018 Nicosia, Cyprus , which hold s
    2,160,949 shares in the Company, constituting 4.99 % of the share capital of the Company, which
    represent 2,160,949 votes, constituting 4.99 % of the total votes in the Company ;
    (3) X7 Procapital Fund, on which behalf acts its manager Stiching X7 Investment Ma nagement, company
    code 67351387, having its registered office at 12 Rue Jean -Calvin, 1204, Geneva, Switzerland , which
    holds 2,116,857 shares in the Company, constituting 4.89% of the share capital of the Company, which
    represent 2,116,857 votes, constituti ng 4.89% of the total votes in the Company ;
    (4) MESOTANIA HOLDINGS LIMITED, company code HE280922, having its registered office at
    Dimitriou Karatasou 15, ANASTASIO BUILDING, 6th floor, Office 601, Strovolos, 2024 Nicosia,
    Cyprus , which holds 9,817,220 shares in the Company, constituting 22.67% of the share capital of the
    Company, which represent 9,817,220 votes, constituting 22.67% of the total votes in the Company ;
    (5) MAG Services Establishment, company code FL -0002.282.273 -2, having its registered office at
    Zol lstrasse 16, FL -9494 Schaan, Liechtenstein , which holds 346,445 shares in the Company, constituting
    0.80% of the share capital of the Company, which represent 346, 445 votes, constituting 0.80% of the total
    votes in the Company ;
    (6) UAB “Indeco: Investment and Development”, company code 300134995, h aving its registered office at
    Žirm ūnų g. 139, Vilnius, Lithuania , which holds 39,997 shares in the Company, constituting 0.09% of the
    share capital of the Company, which represent 39,997 votes, constituting 0.09% of the total votes in the
    Company ;
    (7) AB “ŽIA valda”, company code 124211277, h aving its registered office at Smole nsko g. 10, Vilnius,
    Lithuania , which holds 60,000 shares in the Company, constituting 0.14% of the share capital of the
    Company, which represent 6 0,000 votes, constituting 0.14% of the total votes in the Company ;
    (8) Anatolij Legenzov, service address : Gebenių g. 77, Kaunas, Lithuania , which holds 118,929 shares in the
    Company, constituting 0.27% of the share capital of the Company, which represent 118, 929 votes,
    constituting 0.27% of the total votes in the Company ;
    (9) Renata Legenzova, service address : Tvenkinių g. 37, Lapių mstl., Kauno r., Lithuania , which holds
    244,243 shares in the Company, constituting 0.56% of the share capital of the Company, which represent
    244,243 votes, constituting 0.56% of the total votes in the Company ;
    (10) Linas Dovydėnas, service address : Krivicko g. 26 -1, Vilnius, Lithuania , which holds 221,717 shares in
    the Company, constituting 0.51% of the share capital of the Company, which represent 221,717 votes,
    constituting 0.51% of the total votes in the Company ;
    (11) Žilvinas Lapinskas, service address : Versmių g. 49, Vilnius, Lithuania , which holds 181, 883 shares in the
    Company, constituting 0.42% of the share capital of the Company, w hich represent 181,883 votes,
    constituting 0.42% of the total votes in the Company ;
    (12) Virginija Svilainytė, service address : Vivulskio g. 22 -15, Vilnius, Lithuania , which holds 161,963 shares
    in the Company, constituting 0.37% of the share capital of the Company, which represent 161,963 votes,
    constituting 0.37% of the total votes in the Company ; and
    (13) Daumantas Lapinskas, service address : Gelvonų g. 68 -14, Vilnius, Lithuania , which holds 47,636 shares
    in the Company, constituting 0.11% of the share capital of the C ompany, which represent 47,636 votes,
    constituting 0.11% of the total votes in the Company ;
    (hereinafter to be jointly referred as the “ Parties Acting in Concer t”).



    TENDER OFFER FOR SALE OF SHARES in AB “AviaAM LEASING”, AIMED AT DELISTING OF COMPANY’S SHARES FROM TRADING ON THE WARSAW STOCK EXCHANGE
    Page 3 of 13
    3. Full name or business name, domicile (registered office) and address of the purchaser of the
    shares or address for service in case of individual announcing the Tender Offer .
    All the Shares being subject to the Tender Offer will be purchased by :
    Corporate Name: HAIFO LT D (the “ Purchaser ”)
    Registered Office: Nicosia, Cyprus
    Address: Arch . Makari ou III, 1 MITSI BUILDING 3, 2nd floor, Office 211, 1065, Nicosia,
    Cyprus
    The Purchaser is one of the Offerors.
    4. Business name, registered office, address, and telephone/fax numbers as well as the e -mail
    address of the entity acting as an interme diary .
    Corporate Name: mBank S.A. (the “Broker ”)
    Registered Office: Warsaw
    Address: ul. Senatorska 18, 00 -950 Warsaw, Poland
    Telephone: +48 22 697 47 10
    Fax: +48 22 697 48 20
    E-mail address: [email protected] m.pl
    5. The percentage of the votes which the Purchaser intends to achieve in the course of the Tender
    Offer , and the corresponding number of the shares to be achieved, with the indication of the
    dematerialized shares and the number of their votes.
    The Pu rchaser intend s to achieve , in the course of the Tender Offer, up to 9,412 ,051 Shares, corresponding to
    9,4 12,051 votes at the general shareholders’ meeting of the Company , i.e. 21. 73 % of the total number of the
    votes at such meeting.
    All the Shares cover ed by the Tender Offer are dematerialized.
    6. The joint, percentage of the votes which the Purchaser intends to achieve after the
    commencement of Tender Offer , and the corresponding number of the shares.
    Before the commencement of Tender Offer, the Purchase r holds 5,380 ,798 Shares, corresponding to 12. 43 %
    votes at the general shareholders’ meeting of the Company and other Offerors hold 28,512,744 Shares,
    corresponding to 65.84 % votes at the general shareholders’ meeting of the Company . As a result of Tender Offer
    the Purchaser intend s to achieve 34.16 % of the total number of votes at the general shareholders’ meeting of the
    Company , which constitute 34.16 % of the Company share capital, that is in total 14,792,849 Shares. As a result
    of the Tender Offer the Pu rchaser, together with other Offerors, intend to achieve 100% of the total number of
    votes at the general shareholders’ meeting of the Company , which constitute 100% of the Company share
    capital, that is in total 43,305,593 Shares.
    7. The proportions in whic h the Shares will be purchased by each particular entity – if the shares
    are to be purchased by more than one entity.
    Not applicable. The Purchaser is the only prospective purchaser of the Shares in this Tender Offer.
    8. The price at which the Shares are t o be purchased in the course of the Tender Offer for each class
    of Shares with equal voting rights – if the Shares subject to the Tender Offer differ in terms of
    votes’ number at the general meeting, which are entitled by the share of specific class.
    The price for which the Purchaser agrees to purchase the Shares amounts to PLN 5.62 per one Share (the
    “Purchase Price ”).
    All the Shares covered by the Tender Offer are of the same type, in particular with regard to the number of votes
    at the general meeting attached to a share.



    TENDER OFFER FOR SALE OF SHARES in AB “AviaAM LEASING”, AIMED AT DELISTING OF COMPANY’S SHARES FROM TRADING ON THE WARSAW STOCK EXCHANGE
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    9. The statutory minimum price, as required under Article 79 sections 1 and 2 of the Law on Public
    Offering, which cannot be lower than the price specified in point 8 above, determined separately
    for each class of Shares with equal voti ng rights - if the Shares subject to the Tender Offer differ
    in terms of votes’ number at the general meeting, which are entitled by the share of specific class,
    with the indication of the mechanism for calculating such price.
    The Purchase Price is not lo wer than the minimum price specified by the applicable laws and meets the criteria
    specified in Article 79 of the Law on Public Offering. Furthermore, it meets the criteria, specified in parts 2 -3 of
    Article 54 and part 1 of Article 39 of the Law of the Re public of Lithuania on Securities.
    The arithmetic mean of the weighted averages of the daily trading volumes of the Shares traded on the WSE’s
    main market during 6 months directly preceding the Tender Offer announcement date , rounded up to full grosz,
    is PLN 5.41 per one Share.
    The arithmetic mean of the weighted averages of the daily trading volumes of the Shares traded on the WSE’s
    main market during 3 months directly preceding the Tender Offer announcement date , rounded up to full grosz,
    is PLN 5.61 per one Share.
    Neither the Offeror s nor their dominant entities or subsidiaries have purchased the Shares during the 12 (twelve)
    months directly preceding the Tender Offer announcement date for the price higher than the Purchase Price . The
    highest price p aid for the Shares by Offerors during the 12 (twelve) months directly preceding the Tender Offer
    announcement date was 5.30 per one Share . Neither the Offeror s nor their dominant entities or subsidiaries have
    purchased the Shares in return for non -monetary performance during the 12 (twelve) months directly preceding
    the Tender Offer announcement date
    10. The deadline for holding the Tender Offer, including the deadline for accepting subscription
    orders for the Shares subject to the Tender Offer and conditio ns which need to be fulfilled to
    shorten or extension the period for accepting subscription orders (if any).
    Date of the announcement of the Tender Offer: 15 February 2018
    Date of the beginning of the sale order acceptance period: 7 March 201 8
    Date of the end of the sale order acceptance period: 5 April 2018
    Planned date of the transaction on the WSE: 10 April 2018
    Planned settlement date: 11 April 2018
    The subscription period may be shortened if the objective of this Tender Offer is achieved, that is, if the
    shareholders of the Company tender 9,412 ,051 Shares in response to this Tender Offer.
    The subscription period may be extended (once or several times), at the sole discretion of the Offerors , by up to
    70 days in aggregate.
    11. The name of the Offer or’s dominant entit y.
    The Offeror ’s dominant entity is ALITAS LIMITED, with its registered office in Nicosia, Cyprus, with address
    at Arch. Makariou III, 1 MITSI BUILDING 3, 2nd floor, Office 211, 1065, Nicosia, Cyprus, company code: HE
    270472 .
    The ultim ate beneficial owner of the Offeror is Mr Vladas Bagavicius, address for service: Konstitucijos pr. 23 -
    417, Vilnius, Lithuania, current place of residence: Vilnius, Lithuania.
    12. The name of the Purchaser’s dominant entity.
    The Purchaser’s dominant entity i s ALITAS LIMITED, with its registered office in Nicosia, Cyprus, with
    address at Arch. Makariou III, 1 MITSI BUILDING 3, 2nd floor, Office 211, 1065, Nicosia, Cyprus, company
    code: HE 270472.
    The ultimate beneficial owner of the Offeror is Mr Vladas Bagav icius, address for service: Konstitucijos pr. 23 -
    417, Vilnius, Lithuania, current place of residence: Vilnius, Lithuania.



    TENDER OFFER FOR SALE OF SHARES in AB “AviaAM LEASING”, AIMED AT DELISTING OF COMPANY’S SHARES FROM TRADING ON THE WARSAW STOCK EXCHANGE
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    13. The percentage of the votes and the corresponding number of the shares, which the Offeror s hold
    together with their dominant entit ies, subsidiaries or entities which are parties to the acting in
    concert agreement referred to in Article 87 section 1 subsection 5 of the Law on Public Offering.
    The Offerors , acting together as Parties Acting in Concert to the agreement concerning voting in concert at the
    general meeting on the delisting of Shares from trading on the regulated market and the acquisition of the Shares
    (the “ Parties Acting in Concert Agreement ”) referred to in Article 87 section 1 subsection 5 of the Law on
    Public Offering and together with their dominant entities and subsidiaries hold 33,893,542 of the total number of
    votes at the general shareholders’ meeting of the Company , corresponding to 78. 27% of the total number of
    votes at the general shareholders’ meeting of the Com pany , which constitute 78. 27% of the Company’s share
    capital, that is 33,893 ,542 Shares .
    14. The joint, percentage of the votes and the corresponding number of the shares, which the
    Offeror s, together with their dominant entit ies and subsidiaries, intend to achieve after the
    Tender Offer .
    The Offeror s, acting together as Parties Acting in Concert and together with their dominant entities and
    subsidiaries , intend, as a result of the Tender Offer, to achieve 100% of the total number of votes at the general
    shareholders’ meeting of the Company which constitute 100% of the Company’s share capital, that is in total
    43,305,593 Shares.
    15. The percentage of the votes and the corresponding number of the shares which the Purchaser
    holds together with its dominant ent ity , subsidiaries or entities which are parties to the acting in
    concert agreement referred to in Article 87 section 1 subsection 5 of the Law on Public Offering.
    The Purchaser , together with its dominant entity, subsidiaries and the Parties Acting in Con cert , hold 33 ,893 ,542
    of the total number of votes at the general meeting of the Company , corresponding to 78. 27% of the total
    number of votes at the general shareholders’ meeting of the Company, which constitute 78. 27% of the
    Company’s share capital, tha t is 33,893,542 Shares .
    16. The joint, percentage of the votes and the corresponding number of the shares which the
    Purchaser , together with its dominant entity and subsidiaries, intends to achieve after the Tender
    Offer .
    The Purchaser, together with its d ominant entity and subsidiaries , intend s to achieve 34.16 % of the total number
    of votes at the general shareholders’ meeting of the Company , which constitute 34 .16 % of the Company share
    capital, that is in total 14 ,792 ,849 Shares.
    The Purchaser, together with its dominant entity , subsidiaries and the Parties Acting in Concert, intends to
    achieve 100% of the total number of votes at the general shareholders’ meeting of the Company, which
    constitute 100% of the Company share capital, that is in total 43,305 ,593 Shares.
    17. The type of relations between the Offerors and the Purchaser – if these entities are different, and
    between the entities acquiring these shares.
    The Offeror is also the Purchaser of the Shares. Therefore, this point does not apply to the Te nder Offer.
    18. The places where the subscription orders for the Shares subject to the Tender Offer will be
    collected.
    Subscriptions for the sale of Shares will be accepted at the customer service points (the “ Customer Service
    Points ”, “ CSP ”) of the Broker, as provided in the list below , during their office opening hours :
    City Address Telephone
    PUM in Białystok ul. Świętojańska15, 15 J277 Białystok (85) 732 51 10
    PUM in Bielsko JBiała Pl. Wolności 7, 43 J304 Bielsko JBiała (33) 813 93 50
    PUM in Bydgoszcz ul. Grodzka 17, 85 J109 Bydgoszcz (52) 584 31 51
    PUM in Gdańsk ul. Jana z Kolna 11, 8M J864 Gda ńsk (58) 346 24 25
    PUM in Gdynia ul. Śląska 47, 81 J310 Gdynia (58) 621 79 21


    TENDER OFFER FOR SALE OF SHARES in AB “AviaAM LEASING”, AIMED AT DELISTING OF COMPANY’S SHARES FROM TRADING ON THE WARSAW STOCK EXCHANGE
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    PUM in Katowice ul. Powstańców 43, 40 -024 Katowice (32) 200 64 85
    PUM in Kraków ul. Augustiańska 15, 31 -064 Kraków (12) 618 45 84
    PUM in Lublin ul. Krakowskie Przedmieście 6, 20 -954 Lublin (81) 532 94 13
    PUM in Łódź ul. Kilińskiego 74, 90 -119 Łódź (42) 272 21 81
    PUM in Poznań ul. Półwiejska 42, 60 -967 Poznań (61) 856 86 36
    PUM in Rzeszów ul. Sokoła 6, 35 -010 Rzeszów (17) 850 38 09
    PUM in Szczecin ul. Zbożowa 4, 70 -653 Szcze cin (91) 488 39 82
    PUM in Warszawa ul. Wspólna 47/49, 00 -950 Warszawa (22) 697 49 00
    PUM in Wrocław ul. Jana Pawła II 8, 50 -136 Wrocław (71) 370 08 41
    Subscriptions for the Shares at the Customer Service Points will be accepted during the business hours of CSP,
    with the reservation that on the last day of the subscriptions acceptance period shall be accepted till 5:00 pm
    CET.
    It is possible to place subscriptions for the Shares through registered mail or courier. Where this delivery method
    is used, subsc ription orders should be addressed to:
    mBank S.A.
    Departament Rynków Kapitałowych
    ul. Senatorska 18
    00 -950 Warszawa
    the envelope must be marked: “Wezwanie – AviaAM Leasing ”.
    In the event of subscriptions filed by registered mail or courier, only those subscriptions for the Shares, which
    are submitted in a ccordance with the template of the subscription form provided by the Broker, with signatures
    authenticated in accordance with the binding procedure described in point 36 below, and received by the Broker
    not later than 5:00 pm CET on the last day of the su bscriptions acceptance period, shall be deemed valid.
    Tender Offer document and all necessary forms on which subscriptions are to be made, are available at the above
    locations.
    19. The dates during the Tender Offer on which the Purchaser will be purchasing Shares from the
    entities which responded to the Tender Offer .
    Until the end of the subscription period, the Purchaser will not purchase the Shares from the persons who
    responded to the Tender Offer.
    The Shares offered for sale under Tender Offer will onl y be purchased by the Purchaser after the end of the
    subscription period. The Purchaser will enter into Share purchase transactions not later than within three
    business days after the end of the subscription period, i.e. in case the subscription period is not prolonged, on 10
    April 2018 at the latest. These transactions will be settled not later than on the third business day following their
    conclusion , i.e. in case the subscription period is not prolonged - not later than on 13 April 2018 .
    20. The deadline and manner in which the offeror will pay for the purchased shares in case of shares
    other than dematerialized shares.
    Not applicable, because all the Shares are in book -entry form.
    21. Determination of t ype and value of the securities that will be issued in exchange for the acquired
    shares, and the principles of their valuation – if the tender offer provides registration for
    exchange of the shares.
    Not applicable.
    22. The exchange parity or extensive manner of its arrangements – if the tender offer provides
    reg istration for exchange of the shares.
    Not applicable.


    TENDER OFFER FOR SALE OF SHARES in AB “AviaAM LEASING”, AIMED AT DELISTING OF COMPANY’S SHARES FROM TRADING ON THE WARSAW STOCK EXCHANGE
    Page 7 of 13
    23. Indication of the c ircumstances, under which the exchange parity may change – if the tender offer
    provides registration for exchange of the shares.
    Not applicable.
    24. Procedure and manner of making the exchange – if the tender offer provides registration for
    exchange of the shares.
    Not applicable.
    25. Statement of the offeror that it provided a possibility of settlement of the exchange transaction - if
    the tender offer provides registration for exchange o f the shares.
    Not applicable.
    26. State whether or not the Offeror are dominant entit ies or subsidiar ies of the issuer of the Shares
    subject to the Tender Offer . If yes, describe the type of the relationship.
    The Offeror is neither dominant entit y nor subsi diar y of the Company.
    27. State whether or not the Purchaser is a dominant entity or a subsidiary of the issuer of the Shares
    subject to the Tender Offer . If yes, describe the type of the relationship.
    The Purchaser is neither a dominant entity nor a subsid iary of the Company.
    28. A representation of the Purchaser of the Shares regarding the fulfillment of all legal conditions
    for the purchase of the Shares in the course of the Tender Offer , or on having received the
    required notification on the absence of res ervations with respect to the purchase of the Shares , or
    the required decision of the authority competent to grant consent to the purchase of the Shares;
    or state that the Tender Offer has been announced subject to the fulfillment of certain legal
    conditio ns or subject to the receipt of the required notifications on the absence of reservations
    with respect to the purchase of the Shares , or the required decisions of the authority competent to
    grant consent to the purchase of the Shares and the deadline withi n which such conditions are to
    be fulfilled or such notifications/decisions are to be obtained, provided that such deadline may not
    be longer than the period within which subscription orders are to be collected in the course of the
    Tender Offer .
    The Tende r Offer is not conditional.
    29. The conditions on which the Tender Offer is being announced. State whether or not the offeror
    allows for the possibility to purchase Shares in a Tender Offer despite non -fulfillment of the
    required condition. Provide the deadl ine within which such condition is to be fulfilled, provided
    that such deadline may not be longer than the period within which subscription orders are to be
    collected in the course of the Tender Offer .
    The Tender Offer is not conditional.
    30. Detailed inten tions of the Offeror s with respect to the Company which S hares are subject to the
    Tender Offer .
    The Purchaser acquires the Shares in the Company as a long -term strategic financial investment. The Offeror s
    intend to obtain up to 100% of the Shares and vote s at the Company’s general meeting of shareholders . The
    actual number of Shares acquired by the Purchaser will depend on the shareholders' response to the Tender
    Offer.
    In accordance with the Parties Acting in Concert Agreement as described in point 13 of this Tender Offer
    document, t he Offeror s announc e the Tender Offer with the aim of delisting of the Company. The d elisting will
    be subject to an approval of the Polish Financial Supervisory Authority. Under the Law of the Republic of
    Lithuania on Securiti es the decision to delist the shares of the Company from trading on the regulated market


    TENDER OFFER FOR SALE OF SHARES in AB “AviaAM LEASING”, AIMED AT DELISTING OF COMPANY’S SHARES FROM TRADING ON THE WARSAW STOCK EXCHANGE
    Page 8 of 13
    shall be adopted by the general meeting of shareholders of the Company by not less than ¾ majority of votes of
    all the Shares, held by shareholders, present at the mee ting. The same law also establishes that the decision not to
    continue public offering of Shares of the Company shall be adopted by the general meeting of shareholders of
    the Company by not less than 2/3 majority of votes of all the Shares, held by sharehol ders, present at the
    meeting. The Offerors will provide the respective request to the Board of the Company for convocation of this
    general meeting to adopt decisions on the delisting of all the outstanding shares of the Company from trading on
    the WSE and on non -continuation of public offering thereof on 15 February 2018. It should be held on 9 March
    2018 .
    The Offeror s may also decide to squeeze -out any remaining minority shareholders with due observance of the
    rights of minority shareholders, if the Offer ors achieve , as a result of the Tender Offer , not less than 95 percent
    of the capital carrying voting rights and not less than 95 percent of the total votes at the general shareholders’
    meeting of the Company shall have a right to require that all the rema ining shareholders of the Company sell the
    voting Shares owned by them, and the remaining shareholders shall be obligated to sell the Shares. The squeeze -
    out (if executed) would be implemented following the requirements of the applicable laws of domicile o f the
    Company (Lithuania) . Furthermore, it is also intended to apply to the Lithuanian Financial Supervision
    Authority (the Bank of Lithuania) , which is responsible for supervision of the Company for adoption of the
    decision on non -deeming the Company as a n issuer anymore under the procedure, set in the applicable
    Lithuanian laws.
    31. Detailed intentions of the Purchaser with respect to the Company which Shares are subject to the
    Tender Offer .
    As the Offeror s and the Purchaser have the same intensions , this issue has been described in point 30 above.
    32. The right to withdraw from the Tender Offer .
    Pursuant to Article 77 section 3 of the Law on Public Offering, the Offeror may withdraw from the announced
    Tender Offer only if after the announcement of the Tender Offer another entity announces a public tender offer
    relating to the Shares for a price not lower than the Purchase Price .
    33. Indication of one of the methods set forth in § 6 section 1 of the Regulation, pursuant to which the
    shares will be acquired – if c ase of the tender offer referred to in Article 73 section 2 point 1 of the
    Law on Public Offering .
    Not applicable, because the Tender Offer is not a subject to Article 73 section 2 point 1 of the Law on Public
    Offering.
    34. Specification of the method of pur chasing the shares if as a result of a proportional reduction, as
    referred to in § 6 section 1 and 2 of the Regulation, fractions of shares will remain – if case of the
    tender offer referred to in Article 73 section 2 point 1 of the Law on Public Offering .
    Not applicable, because the Tender Offer is not a subject to Article 73 section 2 point 1 of the Law on Public
    Offering .
    35. Detailed description of the established collateral referred to in Article 77 section 1 of the Law on
    Public Offering, the type and v alue thereof; and a notice on the provision of a certificate on
    establishing the collateral to the Polish Financial Supervisory Authority.
    The collateral was established in the form of blocked funds on the investment account of the Purchaser
    maintained by the Broker . The amount of the established collateral is not less than 100% of the total value of all
    the Shares to be purchased in the Tender Offer. A certificate confirming that the collateral has been established
    has been filed with the Polish Financial Supervisory Authority.
    36. Other information which the Offerors consider to be material for the investors.
    a) Parties Acting in Concert Agreement
    The Offerors on the 14 February 2018 entered into to the Parties Acting in Concert Agreement. In accordance
    with this agreement Offerors undert ook to each other to (i) commonly request the management board of the


    TENDER OFFER FOR SALE OF SHARES in AB “AviaAM LEASING”, AIMED AT DELISTING OF COMPANY’S SHARES FROM TRADING ON THE WARSAW STOCK EXCHANGE
    Page 9 of 13
    Company to summon the General Meeting on the adoption of the decisions on the delisting of shares from
    trading on the regulated market WSE and on non -continuation of the public offering of all the outstanding shares
    of the Company , (ii) voting in concert at the General Meeting on the delisting of shares from trading on the
    regulated market WSE an d on non -continuation of the public offering of all the out standing shares and (iii) the
    acquisition of Company’s shares by Purchaser , which is the acting in concert agreement pursuant to article 87
    section 1 item 5 of the Law on Public Offering. Further, Offerors undert ook to take all and any necessary
    actions, w hich shall be reasonably required in order to ensure legally effective acquisition of the Company’s
    Shares by the Purchaser under the Tender Offer and squeeze -out (if executed ) of shares of the Company.
    b) General Meeting on d elisting -of shares from tradi ng on the regulated market maintained by WSE
    In accordance with the applicable Lithuanian regulations, th e issues regarding delisting of shares of the
    Company from trading on the WSE and on non -continuat ion of public offering of shares will have to be
    dis cussed by shareholders at the General Meeting (it should be held on 9 March 2018 based on the request of the
    Offerors ). In accordance with the applicable Lithuanian and Polish regulations, the Board of the Company is
    required to publish its opinion regardi ng the Tender Offer; the Board ’s opinion will be published not later than
    two business days prior to the commencement of the subscription acceptance period .
    c) Applicable law
    This Tender Offer document is the sole legally binding document including inf ormation on the public Tender
    Offer for sale of Shares in the Company . The Tender Offer is addressed to all shareholders of the Company .
    This Tender Offer as well as acceptance thereof is subject to Polish law only . The Tender Offer is not applicable
    to persons whose acceptance of the Tender Offer requires issuance of an offer document, registration or other
    measures beyond the requirements following from Polish legislation. This Tender Offer d ocument may not be
    distributed in any country in which such di stribution require s measures other than those required pursuant to
    Polish law or in which they would conflict with regulations in such country.
    d) No encumbrances
    The Shares tendered must not be encumbered with any pledge or by any third party rights.
    e) Fees and commission
    The Broker will not charge any fees or commission from the persons subscribing for the sale of the Shares or
    requesting an excerpt from the register. Please note that banks and brokerage houses in which the Shares held by
    the persons responding to the Tender Offer are recorded, may charge fees or commissions for taking actions in
    connection with the Tender Offer, in accordance with the standard rates applied by such bank or brokerage
    house.
    f) Disclosure of individual information
    Th e information concerning the individual subscription for the Shares will not be disclosed, except for the
    situations regulated by law.
    g) Procedure of Responding to the Tender Offer
    On the first day of the subscription acceptance period the Broker will open a register, in which, during the
    subscription acceptance period, subscriptions for the sale of the Shares will be recorded from persons responding
    to the Tender Offer.
    A person willing to subscribe for the sale of the Shares in response to this Tende r Offer should take the
    following actions:
    (a) submit to entity maintaining the securities accounts , on which it has deposited its Shares an instruction to
    block the said Shares until the date of the execution of the transaction under the Tender Offer (include d), as well
    as submit an irrevocable instruction to sell the se Shares to the Purchaser with the validity date until the date of
    the execution of the transaction under the Tender Offer (included). Such person should also obtain a deposit


    TENDER OFFER FOR SALE OF SHARES in AB “AviaAM LEASING”, AIMED AT DELISTING OF COMPANY’S SHARES FROM TRADING ON THE WARSAW STOCK EXCHANGE
    Page 10 of 13
    certificate which s hould be valid until the date of the execution of the transaction under the Tender Offer
    (included); and
    (b) the person should make a subscription for the sale of the Shares on the document forms provided by the
    Broker at the CSP ’s, mentioned in point 1 8 above , w ithin their business hours , however on the last day of the
    subscription acceptance period not later than 5:00 pm CET, and append thereto the original deposit certificate
    referred to in point (a) above.
    A person who intends to subscribe for the sale of t he Shares by registered mail or courier should take the
    following actions:
    (a) submit to entity maintaining the securities account on which it has deposited its Shares an instruction to
    block the said Shares until the date of the execution of the transaction u nder the Tender Offer (included), as well
    as submit an irrevocable instruction to sell the se Shares to the Purchaser with the validity date until the date of
    the execution of the transaction under the Tender Offer (included). Such person should also obtain a deposit
    certificate which should be valid until the date of the execution of the transaction under the Tender Offer
    (included); and
    (b) send through registered mail or courier the following documents by a date that ensures that the documents
    arrive at the B roker not later than 5 :00 pm CET on the last day of the subscription acceptance period:
     original deposit certificate; and
     completed and executed form of subscription for the sale of the Shares; the signature of the person
    subscribing for the sale of the Sh ares should be authenticated by an employee of the entity issuing the
    deposit certificate, by signing the form of subscription, or should be notarized.
    The aforementioned documents should be mailed to:
    mBank S.A.
    Capital Markets Department
    ul. Senatorska 18
    00 -950 Warszawa
    The envelope must be marked: “W ezwanie – AviaAM Leasing ”.
    As for subscriptions filed by registered mail or courier, only those subscriptions submitted in accordance with
    the document forms provi ded by the Broker , signed in accordance wit h the procedure discussed above, and
    received by the Broker not later than 5 :00 pm CET on the last day of the subscription acceptance period shall be
    deemed to be valid.
    The subscription may be made only by the owner of the Shares, by its statutory repres entative or through the
    intermediary of an attorney -in-fact. Power of attorne y should be executed in writing and authenticated by the
    entity that issued the deposit certificate or pursuant to a power of attorney drawn up in the form of a notary deed
    or notarized.
    Persons considering submitting subscription for the sale of the Shar es should investigate the time required to
    complete all aforementioned actions. The subscriptions for the sale of the Shares which will be d elivered to the
    Broker after the cut -off time specified a bove shall not be accepted. The Broker shall not assume any liability for
    not processing any subscriptions it has received after the close of the subscription acceptance period .
    By signing the subscription form, the person subscribing for the sale makes a statement of will to the effect that
    he/she accepts the te rms and conditions set out herein.
    Before commencement of the subscription acceptance period , the forms of the documents referred to above shall
    be made available to all brokerage houses with seat in Poland , Polish branches of the foreign financial


    TENDER OFFER FOR SALE OF SHARES in AB “AviaAM LEASING”, AIMED AT DELISTING OF COMPANY’S SHARES FROM TRADING ON THE WARSAW STOCK EXCHANGE
    Page 11 of 13
    institu tions, Polish branches of foreign credit institutions and to the banks with seat in Poland , all these
    institutions maintaining securities accounts and being members of the NDS (Krajowy Depozyt Papierów
    Wartościowych S.A.) , and they shall be available durin g the term of the subscription period at the CSP , referred
    to i n section 18 above .
    Under this Tender Offer, only those subscriptions will be accepted that conform to the forms of the documents
    distributed by the Broker .
    The Broker’s clients having the Shar es registered on t he securities accounts with the Broker shall not present
    their deposit certificates when placing subscription orders for sale of the S hares. The Shares of such Broker’s
    clients are blocked on the basis of block instruction in accordance w ith the foregoing procedure.
    The Broker will accept the subscriptions after verifying whether the person placing the subscription or the person
    on whose behalf the subscription has been made owns the Shares and whether such Shares have been blocked.
    In ab sence of a confirmation that the Shares are blocked or that a deposit certificate was issued, the Shares
    subscribed for and entered into the subscription register shall not be subject to the stock exchange transaction.
    The transactions shall only be effect ive with respect to the Shares, subscribed for in the manner that fulfils the
    above conditions.
    Any additional information regarding the procedure of accepting subscriptions in response to this Tender Offer
    may be obtaine d at the CSP’s , listed in section 18 above.



    TENDER OFFER FOR SALE OF SHARES in AB “AviaAM LEASING”, AIMED AT DELISTING OF COMPANY’S SHARES FROM TRADING ON THE WARSAW STOCK EXCHANGE
    Page 12 of 13
    SIGNATURE OF PERSON
    ACTING IN THE NAME AND ON BEHALF OF THE OFFER ORS
    By: ____________________
    Name: Ryszard Manteuffel
    Position: proxy of HAIFO LTD
    SIGNATURE OF PERSON
    ACTING IN THE NAME AND ON BEHALF OF THE PURCHASER
    By: __________ __________
    Name: Ryszard Manteuffel
    Position: proxy of HAIFO LTD



    TENDER OFFER FOR SALE OF SHARES in AB “AviaAM LEASING”, AIMED AT DELISTING OF COMPANY’S SHARES FROM TRADING ON THE WARSAW STOCK EXCHANGE
    Page 13 of 13
    SIGNATURES OF PERSONS
    ACTING IN THE NAME AND ON BEHALF OF THE BROKER
    By: ____________________
    Name: Karol Bach
    Position: proxy
    By: ____________________
    Name: Bartosz Kędzia
    Position: attorney -in-fact



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  • Załącznik nr: 2

    Pobierz plik
  • Załącznik nr: 3

    Pobierz plik
    Regarding announcement of the circular of the tender offer, aimed at delisting the shares of AB
    “AviaAM Leasing” from trading on the Warsaw Stock Exchange
    06 March 201 8
    Report No 13/201 8
    AB “ AviaAM Leasing ” (the “Company”) received information from the shareholders of the Company
    (HAIFO LTD, acting pursuant to Article 87 section 3 of the Polish Act of 29 July 2005 on Public
    Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and
    Public Companies , as the entity a uthorised by the following parties of the agreement referred to in
    Article 87 section 1 point 5 of the same law: ALH Aircraft Leasing Holdings Ltd., HARBERIN
    ENTERPRISES LIMITED, X7 Procapital Fund, MESOTANIA HOLDINGS LIMITED, MAG
    Services Establishment, U AB “Indeco: Investment and Development”, AB “ŽIA valda”, Anatolij
    Legenzov, Renata Legenzova, Linas Dovydėnas, Žilvinas Lapinskas, Virginija Svilainytė and
    Daumantas Lapinskas ) that on 6 March 201 8 they have published the circular o n a tender offer, aimed
    at delisting the shares of the Company from trading on the Warsaw Stock Exchange .
    The tender offer price is PLN 5.62 per 1 (one) ordinary registered share of the Company EUR 0. 29 par
    value each (ISIN code LT0000128555). Date of the beginning of the sale order acceptance period is
    set for 7 March 2018 and the date of the end of the sale order acceptance period is set for 5 April 2018 .
    Comprehensive conditions of the tender offer are presented in the circular (please see the annex es
    (circular on a tender offer in Polish language and its non -binding English translation )).
    Source of information: Warsaw Stock Exchange
    AB “Avi aAM Leasing ”
    General Manager
    Tadas Goberis


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WSZYSTKIE KOMUNIKATY SPÓŁKI
Informacje o spółce
Nazwa:AviaAM Leasing AB
ISIN:LT0000128555
NIP:100004955211
EKD:
Adres: Smolensko str. 10 03201 Wilno, Litwa
Telefon:+37052525525
www:www.aviaam.com
Komentarze o spółce AVIAAM LEASING
2018-02-15 17:28:12
jaro
5,62 w wezwaniu? Złodzieje. Celowo zaniżany kurs.
Nie oddawać!!!
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