Notification on material event
Regarding approval of the official tender offer circulars of AB Energijos skirstymo operatorius and AB Ignitis Gamyba shares
UAB Ignitis Grupė, (hereinafter – the Company) identification code 301844044, registered office placed at Žvejų str. 14, Vilnius, Republic of Lithuania. The total nominal value of issued bonds 600 000 000 EUR; ISIN codes XS1646530565; XS1853999313.
The Company informs that on 30 March 2020 the Supervision Service of the Bank of Lithuania approved non-competitive official tender offer circulars regarding the shares of the Company’s subsidiaries AB Energijos skirstymo operatorius (hereinafter – ESO) and AB Ignitis Gamyba (hereinafter – GEN). Circulars were approved under the following conditions:
- The following payments are foreseen:
- The price paid by the offeror of a non-competitive tender offer Ignitis Group for one share of ESO is 0.880 EUR, the price for one share of GEN is 0.640 EUR.
- If during ESO and GEN general shareholders' meetings which will be held on 30th April, 2020 resolutions will be adopted to pay dividends to ESO and GEN shareholders for the year 2019, the persons who are the shareholders of the companies will receive the expected amount of dividends on the rights accounting day in the manner established by law.
- If during ESO and GEN general shareholders’ meeting which will be held on 30th April, 2020, resolutions will be adopted to pay dividends to ESO and GEN shareholders for the year 2019, to the persons who are not the shareholders of the companies on the rights accounting day as a result of selling their shares to the Company, the Company will pay an additional bonus equal to the amount of dividends that a shareholder would have received in proportion to the shares he/she held and sold to the Company at the time of the official tender offer, if he had been a shareholder of the companies on the rights accounting day.
- During the Company’s initial public offering, each minority shareholder of the ESO and GEN who was a shareholder of the companies on 17th March 2020 and who, at the time of the official tender offers, will sell the ESO and / or GEN shares to the Company, will have a pre-emptive right to acquire the Company’s shares for an amount equal to the ESO / GEN shares held multiplied respectively by 0.880 EUR / 0.064 EUR plus the amount of dividends paid for the year 2019, which is proportionate to the number of ESO / GEN shares held by the shareholder. The persons who will no longer be the shareholders of the companies on the rights accounting day because they sold their shares to the Company, will receive an added amount equal to the amount of dividends that the shareholder would have received for his/her shares and for the shares he/she sold to the Company if he/she had been ESO and / or GEN shareholder on the rights accounting day.
- The official tender offers will begin on the fourth business day after the approval of the circulars, i.e., 3rd of April and will be commenced for 20 calendar days. Due to the quarantine announced in the country, if shareholders of ESO and / or GEN will face material difficulties in selling their shares to the Ignitis Group, the Company may evaluate the need to extend the term of the official tender offers.
- The official tender offer will be implemented through AB “Nasdaq Vilnius” together with AB “SEB bankas”. Shareholders may apply to any brokerage company or credit institution operating in Lithuania to sell their ESO and / or GEN shares during the official tender offers and submit an order for the sale of the companies shares with the relevant brokerage firm or credit institution in an agreed manner.
It should be noted that the Boards of ESO and GEN made a decision on 17th March 2020, to offer shareholders a dividend of 0.076 EUR and 0.056 EUR per share, respectively (in the case of ESO – for the reporting period of 2019, for GEN – for the 6 month period which ended on 31 December 2019). General meetings of shareholders will address the issue of the distribution of the companies profit (loss) for the year 2019 and the amount of dividends to be paid. It will be held on 30th April 2020.
Further information on the process of official tender offers is also published on the websites of ESO www.eso.lt, GEN www.ignitisgamyba.lt, Ignitis Group www.ignitisgrupe.lt.
Artūras Ketlerius, Head of public relations, email@example.com