Notification on material event
Regarding the approval of Supervisory Board and planned transaction with the related party
The Supervisory Board of AB Klaipedos nafta (hereinafter – the Company) approved the transaction with the related party UAB SGD terminalas on transfer of regulated activities of liquefied natural gas (hereinafter – the LNG) terminal into the subsidiary UAB SGD terminalas (hereinafter – the Transaction).
In accordance with Article 37 (2) Section 9 of the Law on Companies of the Republic of Lithuania, we hereby inform about the planned Transaction with the related party:
|How the Company is related to the counterparty||The Company is the sole shareholder of UAB SGD terminalas, which owns 100 per cent of all its shares.|
|Related party information (legal entity name, legal form, code, registered office, register in which the data on this person are accumulated and stored; natural person's name, surname, address for correspondence)||UAB SGD terminalas is a private limited liability company legally registered and operating under the legal acts of the Republic of Lithuania, legal entity code 304977459, VAT payer code LT100012432113, registered office Burių str. 19, LT-92278 Klaipeda, Lithuania, on which data are accumulated and stored in Register of Legal Entities of the Republic of Lithuania.|
|Date and value of the transaction||The Transaction is planned to be concluded on 27 June 2019.|
Transaction value (issue price of new shares) – 28 388 850 EUR.
|Other information assessing whether the Transaction is fair and reasonable in respect of the stock company and its shareholders who are not counterparties of the Transaction||On 24 May 2019 the Board of the Company approved the Transaction and decided to submit it to the Supervisory Board of the Company for approval of the Transaction. It is noted, that these Board’s decisions have to be approved by the general meeting of shareholders. The Supervisory Board of the Company, after analyzing the opinion of the Audit Committee of the Company, by which there are no facts or assumptions showing that separation of LNG activities is carried out under non-market conditions or would be unfair, or unfounded in respect of the shareholders of the Company who are not the counterparties of the Transaction which is planned to be concluded, has decided to approve the Transaction.|
Jonas Lenkšas, Chief Financial Officer,+370 694 80594