LDJ: Regarding the reorganization of AB LESTO and public limited liability company Lietuvos Dujos
According to Law on Companies article 65, hereby it is published about the terms of reorganization of LESTO AB and public limited liability company Lietuvos dujos, which were discussed and approved by the Boards of LESTO AB and public limited liability company Lietuvos Dujos on 31 August 2015.
Please be informed that on the basis of the Reorganization Terms of LESTO AB and public limited liability company Lietuvos Dujos (hereinafter - the Reorganization Terms), the Companies are reorganised by way of merger, as laid down in Article 2.97 (4) of the Civil Code of the Republic of Lithuania.
The reorganized companies (ceasing their existence after Reorganization):
- LESTO AB (code 302577612, legal form – public limited liability company, registered address Aguon? St. 26, LT-03212 Vilnius, Republic of Lithuania, data collected and stored in the Register of Legal Entities of the Republic of Lithuania, VAT code LT100005809812, ISIN code LT0000128449) (hereinafter - LESTO) and
- public limited liability company Lietuvos Dujos (code 120059523, legal form – public limited liability company, registered address Aguon? St. 24, LT- 03212, Vilnius, Republic of Lithuania, data collected and stored in the Register of Legal Entities of the Republic of Lithuania, VAT code LT200595219, ISIN code LT0000116220) (hereinafter – Lietuvos Dujos),
which are planned to be merged and the establishment of a new company, namely, AB Energijos Skirstymo Operatorius (legal entity code to be attributed in accordance with the procedure established in the legislation of the Republic of Lithuania following the registration of AB Energijos Skirstymo Operatorius with the Register of Legal Entities, legal form – public limited liability company, future registered address - Aguon? St. 24, LT- 03212, Vilnius, Republic of Lithuania, the ISIN code of the issue of shares will be attributed following the registration of the issue of AB Energijos Skirstymo Operatorius shares with the Central Securities Depository) (hereinafter - ESO) is planned after the Reorganization on the basis of the reorganized companies.
The General Meetings of Shareholders of LESTO and Lietuvos Dujos will take a decision on the reorganization of LESTO and Lietuvos Dujos, on the approval of the Reorganization Terms and other related issues in accordance with the procedure established in the legislation of the Republic of Lithuania. The new company which will be incorporated and will commence its activities after the Reorganization is ESO.
The shares of LESTO and Lietuvos Dujos will be exchanged for the shares of ESO, the company to be active after the Reorganization, in accordance with the procedure and on the grounds established in the Reorganization Terms.
ESO will immediately apply for the issuance of the electrical energy distribution license, license for public supply of electrical energy and natural gas distribution license (hereinafter - the Licenses) after its registration with the Register of Legal Entities.
ESO, the company to be active after the Reorganization, will take over all fixed and current assets of LESTO and Lietuvos Dujos also long-term and current financial and other liabilities, accounts receivable and payable in accordance with agreements concluded by LESTO and Lietuvos Dujos or obligations arising on other grounds. ESO will also take over all rights to licences, permits and certificates used by LESTO and Lietuvos Dujos, if legislation provides for the possibility to transfer such rights, and other rights and obligations of LESTO and Lietuvos Dujos assumed according to other transactions and obligations arising on other grounds (including the rights and obligations under collective and employment contracts, funds kept in bank accounts of LESTO and Lietuvos Dujos, agreements with the newest and existing consumers of electrical energy and gas distribution services, producers of electrical energy, independent suppliers, also suppliers of goods, services and (or) works) and rights and obligations under other documents drawn up by LESTO and Lietuvos Dujos (technical specifications, design specifications, etc.), except for those rights and obligations of LESTO and Lietuvos Dujos which are prohibited to be transferred or which cannot be transferred to another person during the Reorganization in accordance with the imperative provisions of the Republic of Lithuania (hereinafter the above listed assets, rights and obligations taken over by ESO are referred to as Transferred Assets, Rights and Obligations).
ESO will take over all the Transferred Assets, Rights and Obligations from LESTO and Lietuvos Dujos, and all transactions of LESTO and Lietuvos Dujos will be included in ESO accounting. After the effective date of the Licences becomes known, on the date of transfer (i.e. on a certain day before the effective date of the Licenses) separate deeds of transfer and acceptance of LESTO and Lietuvos Dujos assets, rights and obligations (including the rights and obligations under the employment contracts) will be signed between ESO and LESTO, and ESO and Lietuvos Dujos.
The intended commencement of ESO’s activities after the takeover of the Transferred Assets, Rights and Obligations from LESTO and Lietuvos Dujos is 1 January 2016.
Reorganization Terms, the draft Articles of Association of ESO, the company to be active after the Reorganization, the sets of financial statements and annual reports of LESTO and Lietuvos Dujos of the past 3 financial years, the sets of interim financial statements of LESTO and Lietuvos Dujos, a report on the assessment of the Reorganization Term and reports on intended reorganization drawn up by the Boards of LESTO and Lietuvos Dujos are available for familiarization at the headquarters of LESTO (Aguon? St. 26, Vilnius, Republic of Lithuania) and headquarters of Lietuvos Dujos (Aguon? St. 24, Vilnius, Republic of Lithuania) on working days from 7.30 a.m. till 11.30 a.m. and from 12.15 p.m. till 4.30 p.m. (on Fridays - till 3.15 p.m.).
The said information and documents are also published in the procedure set forth for the publication of regulated information and are publicly available on the Companies’ websites at www.lesto.lt and www.lietuvosdujos.lt as well as on the website of NASDAQ OMX Vilnius Stock Exchange http://www.nasdaqomxbaltic.com.
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