Energijos Skirstymo Operatorius AB
Notification on material event
Regarding the information submitted to the Bank of Lithuania about official tender circular
Energijos Skirstymo Operatorius AB (hereinafter – the Company or ESO), identification code 304151376, registered office placed at Aguonu str. 24, Vilnius, Republic of Lithuania. The total number of registered ordinary shares issued by company is 894 630 333; ISIN code LT0000130023.
The Company informs that its parent company UAB Ignitis grupė informs that after consultation with the Bank of Lithuania, it discloses information that official tender circular of AB Energijos skirstymo operatorius was submitted to Bank of Lithuania. It is noteworthy that this circular and the specified prices in this circular are not approved by the Bank of Lithuania yet.
In the official tender circular of AB Energijos skirstymo operatorius which was submitted to the Bank of Lithuania by the voluntary tender offer of UAB Ignitis Grupė, it is specified that the price to be paid for one share of AB Energijos skirstymo operatorius amounts to EUR 0.880. This price is equal to the 6-month weighted average, until the day of announcement about intention to delist shares from trading on a regulated market (from 9 May 2019 until 8 November 2019 inclusive), of the stock market price which is equal to EUR 0.703 and the bonus which is equal to EUR 0.177. This bonus is paid by taking into consideration that it is intended to initiate mandatory buyout of shares of AB Energijos skirstymo operatorius after implementing the official tender and for smooth implementation of the official tender.
In the official tender circular it is also specified that if at the General meeting of shareholders of AB Energijos skirstymo operatorius in the year 2020 the decisions will be adopted to pay dividends for the shareholders of AB Energijos skirstymo operatorius for the year 2019, UAB Ignitis Grupė, the offeror of the non-competitive mandatory tender, will pay the additional bonus for those shareholders who would sell their shares at a time of official tender offer. This bonus will be paid by UAB Ignitis Grupė as a part of whole price, which is paid for shares. The amount of this additional bonus shall be equal to the amount of dividends that such shareholder would have received in proportion to the shares he held and sold to UAB Ignitis Grupė at the time of the official tender offer, if he had been a shareholder of AB Energijos Skirstymo Operatorius on the record date of the rights of shareholders. It should be noted that this obligation of the UAB Ignitis grupė regarding payment of the additional bonus is conditional and in no way is a promise or an obligation to propose or decide to pay dividends for the year of 2019 to the shareholders of AB Energijos Skirstymo Operatorius. Also this does not mean that the management board of AB Energijos Skirstymo Operatorius has already made decisions to propose dividends to the shareholders of this company for the year of 2019. Company decisions to offer to pay or not to pay dividends to their shareholders will be made in accordance with applicable dividend policy and other legal acts and following the audit of annual financial statements for the year of 2019 of the Company.
The comparisons of the prices in the official tender circular with the trading data of the ESO are provided in the annexes to this announcement.
As announced earlier, now legal proceedings are taken regarding the delisting of ESO. On 6 January 2020 AB Energijos skirstymo operatorius appealed to District Court of Vilnius City regarding the 31 December 2019 decision of the Court to apply temporary protection measures and suspend the 4 December 2019 resolutions of the Extraordinary General Meeting of this company.
Artūras Ketlerius, Head of public relations, firstname.lastname@example.org