In the Notice, Mr. Verbič has, among other things, stressed that VZMD associates discovered that the Mlino d.o.o. company's only current account was blocked (AJPES, eRTR, August 2, 2016), which is why they even more raise the following concern : “How is it possible that Mlino for which it has been proven to have unlawfully disbursed funds from Mlinotest as their target company at their disposal, and which - due to the blocked current account - does not have sufficient assets to cover its outstanding liabilities, would prove to ATVP that the takeover will not be financed by the assets of the target company one way or another?!”

In light of this VZMD would hereby notify ATVP that for all warnings and requests related to the highly questionable takeover procedure of Mlinotest d.d. no reply has been received. The decision to reject VZMD's request  - as a Mlinotest shareholder - to participate in the procedure as of July 28, 2016, “cannot be considered as a substantive response, but rather as a formal attempt to prevent from exercising statutory rights for which it is our duty to take legal actions” is a message from VZMD. 

To this, VZMD would like to add that in their Request sent to ATVP already after the Announcement of the takeover intent, they specifically highlighted that the acquireres Mlino d.o.o., Municipality of Ajdovščina and Vipa holding d.d. –  in liquidation, immediately after gaining control over Mlinotest d.d. - which was the result of the early revocation of directors, on February 11, 2016, - started to drain the target company Mlinotest d.d. Moreover, in the general meeting on May 18, 2016 a decision was adopted with which not only the net profit of Mlinotest d.d. was distributed (EUR 825,413.04 which can be seen on page 46 of the Annual report), but also additional EUR 654,547.63 which is contrary to the Companies Act (ZGD-1)! Mlinotest d.d. “acted faster” that the court with its temporary decree with which Mlinotest d.d. was prohibited from disbursement of those EUR 654,547.63 , which is evident in the Ljubljana Stock Exchange publication: SEOnet, as of June 20, 2016 (No. INI-420/16).

Based on the above, VZMD validly assumes that Mlino d.o.o., Municipality of Ajdovščina and Vipa holding d.d. – in liquidation unjustifiably possesses EUR 500,000.00 which have been unlawfully disbursed from the target company Mlinotest d.d. Therefore they point out that it is necessary to make sure that the funds are not used as a guarantee for the payment of target company's securities as provided in Item 7 of the second paragraph of Article 32 of Takeovers Act (ZPre-1)!

VZMD holds expectations that  ATVP will address the new situation without delay and ensure compliance with law in the interest of all including minority shareholders – of which 628 are at Mlinotest, and after all also of those 11,430 at Vipa holding, whose basically only investment is 48.01 % of Mlinotest shares and whose 79.40 % were recently acquired by Mlino d.o.o. Furthermore, VZMD believes that the questionable takeover bid is unacceptable for Mlinotest shareholders, as it is in addition to all the above mentioned also - downright ignominious; the price of EUR 1.10 per share was offered but the Mlinotest share was traded at the Ljubljana Stock Exchange in the range between EUR 4.00 and 4.50 in the past year. 

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