OREANDA-NEWS. February 10, 2016. Lietuvos Energijos Gamyba, AB (hereinafter – Lietuvos Energijos Gamyba), registered office address – Elektrinas st. 21, Elektrinai, Lithuania, legal entity’s code – 302648707, hereby informs that on 8 February 2016 it received a notification from its major shareholder Lietuvos Energija, UAB (hereinafter – Lietuvos Energija), on the initiated redemption of the shares.

As on the day of submission of the above notification, Lietuvos Energija holds by the right of ownership 610 515 515 (six hundred and ten million, five hundred and fifteen thousand, five hundred and fifteen) ordinary registered shares of Lietuvos Energijos Gamyba of EUR 0.29 (zero euro and twenty-nine cents) par value each, giving 96.13 per cent of the votes at the General Meeting of Shareholders.

The redemption of the shares shall be effected in accordance with (i) the ruling of the Supreme Court of Lithuania of 19 November 2014 adopted in Civil Case No. 3K-3-370/2014 (hereinafter – the Court’s ruling), and (ii) Resolution No. 1126 of the Government of the Republic of Lithuania of 26 October 2015 (hereinafter – the Resolution).

The shares to be redeemed shall be the shares of minority shareholders of LIETUVOS ELEKTRIN?, AB that are equated to the shares of Lietuvos Energijos Gamyba according to the rate indicated in the above-mentioned Resolution – 1.37 shares of Lietuvos Energijos Gamyba for one share held in LIETUVOS ELEKTRIN?, AB. The price per redeemed ordinary registered share of Lietuvos Energijos Gamyba shall be EUR 1.2959.

The shares subject to redemption shall be only the shares, which:

(i) were held by the right of ownership by a minority shareholder of LIETUVOS ELEKTRIN?, AB (which ceased to exist upon reorganisation on 5 August 2011) no later than 5 August 2008 (VP ISIN code LT0000126351), and

which

(ii) were converted into shares of Lietuvos Energija, AB (on 5 August 2013 the name was changed to Lietuvos Energijos Gamyba) (VP ISIN code LT0000128571) after LIETUVOS ELEKTRIN?, AB ceased to exist upon reorganisation on 5 August 2011, and

which

(iii) were not transferred to third parties before the day of redemption of the shares.

It should be noted that the shares, which were transferred to third parties between 5 August 2008 and the day of redemption of the shares, but were re-acquired by shareholders during this time period, will not be redeemed. Should it be impossible to determine which shares of the same type and without individual features were transferred before the moment of redemption, the earliest acquired shares shall be deemed to have been transferred.

The notification on the redemption of the shares of Lietuvos Energijos Gamyba shall be published on 9 February 2016 in the electronic publication for public notifications administered by the manager of the Register of Legal Entities (State Enterprise Centre of Registers). 

Within the set time limit of 90 (ninety) calendar days from the publication of the notification on the redemption of the shares of Lietuvos Energijos Gamyba in the electronic publication for public notifications administered by the manager of the Register of Legal Entities (State Enterprise Centre of Registers) on 9 February 2016, all minority shareholders shall have the right to request that Lietuvos Energija redeems their shares, meeting the above criteria. Shareholders, who fail to do that within the set time limit of 90 (ninety) calendar days, will lose the right to request redemption of the shares specified in the Resolution for the price fixed in the Court’s ruling and in the Resolution.

For redemption of shares, shareholders should contact the customer service units of AB SEB bank during their working hours. During the working hours of the above customer service units convenient for shareholders, AB SEB bank, representing Lietuvos Energija, will accept shareholders’ applications for redemption of shares and will conclude agreements for the sale and purchase of shares with them. Settlement with shareholders for the shares redeemed shall be made in cash in accordance with the procedure established in the laws of the Republic of Lithuania and in the agreement for the purchase and sale of shares, by transferring the money for the redeemed shares to the bank accounts indicated by shareholders no later than within thirty (30) calendar days from the end of the above-mentioned time limit of 90 (ninety) calendar days for acceptance of applications from shareholders.

A shareholder, who is a natural person, shall submit the following documents and information for conclusion of an agreement for the purchase and sale of shares:

  1. a document certifying personal identity (a valid passport or personal identity card);
  2. a number (IBAN) of an account with a bank or other financial institution to which the money would be transferred;
  3. an extract from a securities account on the shares of LIETUVOS ELEKTRIN?, AB (VP ISIN code LT0000126351) held by him/her with a history of the movement of shares for the period between 5 August 2008 and 25 August 2011, and an extract on the shares of Lietuvos Energija, AB (the company’s name as of 5 August 2013  is Lietuvos Energijos Gamyba) (VP ISIN code LT0000128571) held by him/her with a history of the movement of shares for the period between 25 August 2011 and the moment of conclusion of the agreement for the purchase and sale of shares.
  4. If the shareholder is married:
  • Both spouses have to arrive to conclude the agreement for the purchase and sale of shares (both of them must have documents certifying their personal identity) or, in case of participation of one of the spouses, he (she) has to provide the power of attorney of his (her) spouse certi?ed by the notary public;
  • If the shares are the personal (not joint common ownership) of the spouse who concludes the agreement for the purchase and sale of shares, he/she shall submit the documents to this effect.
  1. If the person has inherited the shares:
  • Together with the documents referred to in paragraph 1-3, he/she must additionally submit the documents proving the fact of inheritance (an inheritance certificate or an application submitted to a notary for the acceptance of inheritance, if the certificate of the right of inheritance has not been issued yet).

A shareholder, who is a legal person, shall submit the following documents and information for conclusion of an agreement for the purchase and sale of shares:

  1. a copy of the company’s extract from the Register of Legal Entities;
  2. a copy of the Articles of Association of the company;
  3. a power of attorney issued to the person to sign the agreement or a relevant decision of the bodies of management;
  4. a power of attorney issued to the person to execute orders on behalf of the company and to give other instructions related to the execution of orders;
  5. a number (IBAN) of an account with a bank or other financial institution to which the money would be transferred;
  6. an extract from a securities account on the shares of LIETUVOS ELEKTRIN?, AB (VP ISIN code LT0000126351) held by him/her with a history of the movement of shares for the period between 5 August 2008 and 25 August 2011, and an extract on the shares of Lietuvos Energija, AB (the company’s name as of 5 August 2013  is Lietuvos Energijos Gamyba) (VP ISIN code LT0000128571) held by him/her with a history of the movement of shares for the period between 25 August 2011 and the moment of conclusion of the agreement for the purchase and sale of shares.