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Travel · tour operator Lithuania Mandatory tender offer 4 Sep 2026

Novaturas minorities are offered EUR 0.877 after a capital increase took one shareholder to 65%

On 4 September 2026 the management board of AB Novaturas, the Kaunas-based tour operator listed on Nasdaq Vilnius and the Warsaw Stock Exchange, published its opinion on the mandatory non-competitive tender offer submitted by its shareholder Mr Neşet Koçkar. The obligation was triggered on 21 July 2026, when Mr Koçkar crossed the one-third voting threshold by taking up shares in the capital increase approved at the shareholders' meeting of 12 June 2026; Nasdaq CSD registered 10,294,119 new shares with a total issue price of EUR 7,000,000.92 on that date. He holds 11,821,620 shares, or 65.31% of the votes, and the offer is for the remaining 6,279,499 shares — 34.69% — in cash at EUR 0.877 per share. The Bank of Lithuania approved the circular on 2 September; the offer runs from 7 to 21 September 2026. The board states that the offer complies with the Law on Securities and that the price meets the statutory floor: not less than the highest price the offeror paid in the twelve months before 21 July, and not less than the six-month weighted average market price, which was taken from Nasdaq Vilnius because turnover there was more than sixty times the Warsaw turnover. The board gives no recommendation, saying it does not want to restrict shareholders' freedom to dispose of their shares and that the answer depends on how many shares the offeror ends up buying and how much free float remains. It records that the offeror has taken no decisions to change the company's business lines or personnel policy, or to restructure, reorganise or liquidate it, and that there is no agreement between the board or its members and the offeror.

Our take The sequence matters more than the price. A capital increase put EUR 7.0 million of new money into the company at EUR 0.68 a share; the same subscription carried one shareholder past the control threshold, and Lithuanian law then obliged him to offer everyone else an exit. So the minority is being offered EUR 0.877 by a buyer who did not set out to buy it. That is the structure worth understanding for anyone holding a minority in a company that needs money: whoever writes the cheque sets the price of the shares, and the mandatory offer that follows is a statutory floor, not a negotiation. The board's refusal to recommend is the honest answer rather than a dodge — with 34.69% still outstanding, what the stake is worth afterwards depends on how much of it he ends up with.
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