Russia: FFMS has suspended Baltika's additional issue placed under the consolidation of Vena, Pikra, and Yarpivo
The Federal Financial Markets Service (FFMS) suspended August 17 Baltika Breweries OJSC additional issue placed under the consolidation of Vena, Pikra, and Yarpivo, as the FFMS informs, AK&M released August 18. The reasons are not given.
Baltika had earlier consolidated 87.1 9% shares of Yarpivo, 91.9% of Pikra and 92.76% of Vena, having received these stakes from Baltic Beverages Holding AB (ВВH) in exchange for its newly issued shares. As a result of the share exchange, the interest of the Baltic Beverages Holding AB (ВВH) in Baltika's authorized capital reached 86.32% (from 83.45% as of June 30), its voting shares grew to 91.48% (from 90.14%).
Baltika's shareholders supported the merger with Vena, Pikra, and Yarpivo at the extraordinary meeting held on March 7, 2006. For the purpose of consolidation, Baltika issued 48.2 million additional shares to be exchanged for shares of the said Companies.
Shareholders of Pikra, Vena, and Yarpivo had an opportunity either to exchange their shares for Baltika's ones or to sell them to it. The conversion ratios are as follows: for Pikra - 0.1300949 of its shares to a Baltika share; for Vena - 0.3407861 to 1; for Yarpivo - 4.0734805 to 1. The cost of a Pikra share is determined at RUB 7.15 thousand, of a Vena share - at RUB 2.729 thousand, of a Yarpivo share - at RUB 228. 36.
The merger is planned to be closed by the end of 2006.
Baltika is the largest Russian beer producer. BBH holds 86.32% of its authorized capital (91.48% voting shares). Baltika's net income under IFRS in the IQ grew by 3% to EUR 24 million. Baltika's share of the market in the IQ was 23%. Baltika's proceeds in the IQ rose by 13.8% to EUR 188.2 million from EUR 165.4 million, EBITDA grew by 11.7% to EUR 50.2 million.
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