CTS: Cross-border merger of AB “City Service” and City Service AS was completed
Following completion of the Merger, on the Merger Date AB “City Service” was merged into City Service AS, which has taken over all assets, rights and liabilities of AB “City Service”. AB “City Service” was dissolved without going into liquidation and City Service AS continues the activities and is the legal successor of AB “City Service”, i.e. the company resulting from the Merger. City Service AS detailed contacts are attached in the annex.
Upon implementation of the Merger, all the shareholders of AB “City Service” became the shareholders of City Service AS directly holding 100 per cent of all votes and shares in City Service AS. The shares of AB “City Service” were exchanged to shares of City Service AS under the proportion 1:1, i.e. each shareholder of AB “City Service” was issued, allotted and given 1 newly issued share of City Service AS of EUR 0.30 nominal value each for 1 ordinary registered share of AB “City Service” of EUR 0.30 nominal value each.
The shares of City Service AS for the former shareholders of AB “City Service”, who have opened securities accounts in the Central Securities Depository of Estonia, are transferred directly into such accounts. The shares of other shareholders are accounted through the chain of intermediaries (custodians) – in the nominee account of the Central Securities Depository of Lithuania, as well as accounting thereof with the intermediaries, who currently manage the shares of AB “City Service” in their personal securities accounts.
City Service AS (name until finalisation of the Merger was City Service EU AS) until the Merger acted and following completion of the Merger acts under the applicable Estonian laws. Accordingly, following completion of the Merger the issues, related to scope of rights of shareholders of the company, realisation thereof, competence of the general meeting of shareholders, order of convocation and decision making process thereof are regulated under the Estonian legal acts. Taking into consideration the above, we hereby repeatedly attach a short summary regarding regulation of the indicated issues under the Estonian legal acts (analoguos summary was attached to the notification on material event, dated 6 August 2015).
The authorized capital of City Service AS is the same as it was of AB “City Service”, the company which ceased to exist after the Merger – EUR 9,483,000, which is divided into 31,610,000 ordinary registered shares with the nominal value of EUR 0.30 each; ISIN code of shares – EE3100126368.
The supervisory board and the management board of City Service AS, which continues after the Merger has not been changed – Andrius Janukonis (Chairman), Gintautas Jaugielavi?ius and Art?ras Gudelis continue operating as members of the supervisory board of the company and Jonas Januk?nas – as the member of the management board.
Following completion of the Merger, City Service AS intends to take the actions regarding conversion of the company into the European company (Societas Europaea), as well as regarding introduction of company’s shares to trading on the Warsaw Stock Exchange, as it is established in the decisions of the general meeting of shareholders of AB “City Service”, dated 30 April 2015.
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