Notification on material event
Regarding the information submitted to the Bank of Lithuania about official tender circular
AB Ignitis Gamyba, identification code 302648707, registered office placed at Elektrinės str. 21, LT-26108 Elektrėnai, Republic of Lithuania (hereinafter referred to as the Company). The total number of registered ordinary shares issued by the Company is 648 002 629; ISIN code LT0000128571.
The Company informs that its parent company UAB Ignitis Grupė informs that after consultation with the Bank of Lithuania, it discloses information that official tende circular of AB Ignitis Gamyba 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 Ignitis Gamyba which was submitted to the Bank of Lithuania on 30 December 2019 by the voluntary tender offer of UAB Ignitis Grupė, it is specified that the price to be paid for one share of AB Ignitis Gamyba amounts to EUR 0.640. 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 0.550 and the bonus which is equal to EUR 0.090. This bonus is paid by taking into consideration that it is intended to initiate mandatory buyout of shares of AB Ignitis Gamyba 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 meetings of shareholders of AB Ignitis Gamyba in the year 2020 the decisions will be adopted to pay dividends for the shareholders of AB Ignitis Gamyba 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 Ignitis Gamyba 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 Ignitis Gamyba. Also this does not mean that the management board of AB Ignitis Gamyba have already made decisions to propose dividends to the shareholders of the Company for the year of 2019. The Company decision 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 these companies.
The comparisons of the price in the official tender circular with the trading data of the Company are provided in the annexes to this announcement.
As announced earlier, now legal proceedings are taken regarding the delisting of the Company. On 7 January 2020 Ignitis Gamyba appealed to District Court of Vilnius Region regarding the 3 January 2020 decision to apply temporary protection measures and suspend the 4 December 2019 resolutions of the Extraordinary General Meeting of Shareholders of this company.
Artūras Ketlerius, Head of public relations, email@example.com