ANNOUNCEMENT
on the launch of the Public Offer for the Purchase of shares issued by LONGSHIELD
INVESTMENT GROUP S.A. at the price of 1.95 lei/share,
approved by ASF Decision no. 1213/11.12.2024
THE APPROVAL OF THE PUBLIC OFFER DOCUMENT DOES NOT HAVE THE VALUE OF A GUARANTEE, NOR DOES IT REPRESENT ANOTHER FORM OF ASSESSMENT OF THE ASF REGARDING THE OPPORTUNITY, ADVANTAGES OR DISADVANTAGES, PROFIT OR RISKS THAT THE TRANSACTIONS TO BE CONCLUDED BY ACCEPTING THE PUBLIC OFFER SUBJECT OF THE APPROVAL DECISION MAY PRESENT; THE APPROVAL DECISION ONLY CERTIFIES THE REGULARITY OF THE OFFER DOCUMENT ABOUT THE REQUIREMENTS OF THE LAW AND THE RULES ADOPTED IN ITS APPLICATION.
The Issuer: LONGSHIELD INVESTMENT GROUP S.A., a public company, of Romanian nationality, with a registered office in Bucharest, Serghei Vasilievich Rahmaninov Street, 46-48,sector 2, registered at the Bucharest Trade Register Office under No. J40/27499/1992, Unique Registration Code 3168735 (referred to below as ʺThe Issuerʺ). The Issuer's main business is ʺMutual funds and other similar financial entitiesʺ (CAEN Code 6430), and the company is listed on the regulated market administered by the Bucharest Stock Exchange (ʺBVBʺ), Premium category, under trading symbol LONG, ISIN code ROSIFDACNOR6, LEI code 2549007DHG4WLBMAAO98. The share capital of LONGSHIELD INVESTMENT GROUP S.A. as registered on the date of this document in the register of shareholders kept by the Central Depository S.A. is RON 76,110,584.5, divided into 761,105,845 shares, each with a nominal value of RON 0.1.
Bidder: LONGSHIELD INVESTMENT GROUP S.A., a public company, of Romanian nationality, with a registered office in Bucharest, Serghei Vasilievich Rahmaninov Street, 46-48, sector 2, registered at the Bucharest Trade Register Office under No. J40/27499/1992, Unique Registration Code 3168735 (referred to as ʺThe Bidderʺ). The main activity of the Bidder is ʺMutual funds and other similar financial entitiesʺ (CAEN Code 6430).
The Offer: The Bidder intends to acquire through the Public Offer 18,000,000 fully paid shares of the Issuer, not owned by the Bidder (the "Offer Shares"), representing 2.3650% of the Issuer's share capital, to reduce the Issuer's share capital, as decided by the AGEA on 21.06.2023. As a result, the Public Offering is addressed to all individuals and legal entities holding shares of the Issuer during the Offer Period.
Price: The price per share offered is RON 1.95 (RON) (the "Offer Price"). It has been established by the provisions of Law no. 24/2017 republished, as amended and supplemented, on issuers of financial instruments and market operations, and ASF Regulation no. 5/2018, as amended and supplemented, on issuers of financial instruments and market operations.
The financial intermediary: S.S.I.F. BRK Financial Group S.A., authorized by C.N.V.M. (ASF) by Decision no. 3097/10.09.2003, registered in the C.N.V.M. (ASF) Register with the number PJR01SSIF/120072, with registered office in Cluj-Napoca, Calea Moților, nr. 119, postal code 400370, jud. Cluj, tel. 0364.401.709, fax 0364.401.710, will offer financial investment services regarding the Public Offer for Purchase, acting as an Intermediary.
The Bidder does not directly own any shares in the Issuer, own 38 shares, representing 0.000005% of the Issuer's share
and persons cooperating with the Bidder capital.
The related Offer Document has been approved by the ASF by the Decision mentioned in the title of the Announcement and is available for consultation by the shareholders of LONGSHIELD INVESTMENT GROUP S.A. free of charge in paper format, at the registered office of the Bidder and the Intermediary, starting from the date of publication of the Offer Announcement and until the last day of the Offer Period, or in electronic format, on the website of the Bucharest Stock Exchange (www.bvb.ro), of the Issuer (www.longshield.ro) and the Intermediary of the Offer (www.brk.ro).
Offer Period: 10 business days, from 18.12.2024 to 10.01.2025, (referred to as the ʺOffer Periodʺ).
Method and places of subscription: the Public Offering will be carried out with the exclusive use of the trading systems administered by the Bucharest Stock Exchange. Shareholders may accept the Public Offer by completing and signing, before the expiry of the Offer Period, 2 (two) copies of the subscription form, in the format that will be made available to interested shareholders at the Offer Intermediary or at the intermediaries authorized by the ASF, who have signed the irrevocable agreement regarding the compliance with the conditions of the Offer (referred to as ʺ The Agreement"), and by delivering all the documents required by the Offer Document, to the registered office of the S.S.I.F. BRK Financial Group S.A. in Cluj-Napoca, Calea Moților no. 119, jud. Cluj, and at the other agencies of the Intermediary, authorized by the ASF, as well as at the premises of any other intermediary authorized by the ASF that has signed and submitted to the Intermediary the Agreement and has received from the BVB access to the market segment dedicated to the Public Offering.
Opening hours: Subscription by Shareholders under the Offer may be made throughout the Offer Period on business days between 9:00 - 17:00 (Eastern European Time - GMT+2), in the case of the Intermediary, or during the normal business hours of the intermediaries authorized by the ASF who have signed and submitted to the Intermediary the Agreement and have received from the BVB access to the market segment dedicated to the Public Offering, during the Offer Period, except for the closing date of the Offering, when the hours will be 9:00 - 12:00 (Eastern European Time - GMT+2).
INTERMEDIARY | BIDDER |
SSIF BRK Financial Group SA | LONGSHIELD INVESTMENT GROUP SA |
through S.A.I. Muntenia Invest S.A. | |
Monica Ivan | Sergiu Mihailov |
CEO | Corporate Management Director |