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Russia. Baltika Breweries share buy-back oversubscribed

On 20 June 2011, Baltika Breweries completed accepting registered share buyback applications.

On 28 April 2011, Baltika Breweries announced the decision of its Board of Directors to buy back its registered shares.

In accordance with the Procedure and conditions for purchasing registered shares of Baltika Breweries, applications were accepted from 01 June 2011 to 20 June 2011, inclusive. Shares were priced at RUB 1407 for one ordinary share, and RUB 1286 for one A-type preference registered share. This allowed the company to offer its shareholders an opportunity to sell their shares at a premium, without brokerage and stock exchange charges, commission fees, and other expenses related to the sale of securities.

All shareholders of the company — owners of ordinary shares, as well as owners of preference shares — were able to submit a share buyback application, regardless of the number of shares they owned.

The share buy-back was successfully oversubscribed as Baltika Breweries has received share buy-back applications amounting to 7% of its share capital which exceeds the maximum of RUB 11.5bn, or 5% of its share capital, that was allocated to the share buy-back.

Since the total price of ordinary and preference shares offered for buyback exceeds the maximum amount of funds earmarked for the share buyback procedure, a share buyback ratio has been established at 0,8701 for ordinary shares and 0,5355 for preference shares.

In the period from 22 June through 22 July 2011, inclusive, corresponding purchase contracts will be signed with the company’s shareholders who submitted their shares for sale.

The shares bought during the buyback should be sold at market price or cancelled with a corresponding decrease of the share capital of the company within 12 months after the buyback.

It is the current intention of Baltika Breweries within the said 12 months' period to propose to the General Shareholders' Meeting that the shares bought back during the share buy-back to be cancelled and reduce the Company's charter capital. This will improve the company’s capital structure and increase earnings per share which is anticipated to positively impact the investment attractiveness of the company and consequently benefit all shareholders.

Baltika’s major shareholder, Baltic Beverages Holding AB (subsidiary of Carlsberg Breweries A/S, Denmark) participated in the buy-back in line with the maximum amount allocated to the buy-back. When such cancellation happens and due to the over-subscription Baltic Beverages Holding AB's holding of company's capital will increase insignificantly.

The company’s issued share capital consists of 151,714,594 ordinary shares and 12,326,570 A-type preference shares. The nominal value of each ordinary and preference share is RUB 1. The company’s issued share capital totals RUB 164,041,164.

For the last several years the company’s shares (ordinary and preference) have been traded on stock exchanges and over-the-counter markets. The shares are traded on two Russian trade stock exchanges: the RTS Exchange (since 2001) and the MICEX Stock Exchange (since 2003). At present the company’s shares in circulation on the stock exchanges are listed in the ‘Listed Securities Not Included in Quotation Lists’ section of the catalogue.

28 Jun. 2011

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