Energijos Skirstymo Operatorius AB
Notification on material event

Regarding approval of the official tender offer circular of AB Energijos skirstymo operatorius shares

AB “Energijos Skirstymo Operatorius” (hereinafter –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 Ignitis Group informs that on 30 March 2020 the Supervision Service of the Bank of Lithuania approved non-competitive official tender offer circular regarding the shares of the Ignitis Group subsidiaries AB Energijos skirstymo operatorius. Circular were was approved under the following conditions:The following payments are foreseen:
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  1. The price paid by the offeror of a non-competitive tender offer Ignitis Group for one share of ESO is 0.880 EUR.
  2. If during ESO general shareholders' meetings which will be held on 30th April, 2020 resolutions will be adopted to pay dividends to ESO shareholders for the year 2019, the persons who are the shareholders of the company will receive the expected amount of dividends on the rights accounting day in the manner established by law.
  3. If during ESO general shareholders’ meeting which will be held on 30th April, 2020, resolutions will be adopted to pay dividends to ESO shareholders for the year 2019, to the persons who are not the shareholders of the company on the rights accounting day as a result of selling their shares to the Ignitis Group, the Ignitis Group 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 Ignitis Group at the time of the official tender offer, if he had been a shareholder of the ESO on the rights accounting day.
• During the Ignitis Group initial public offering, each minority shareholder of the ESO who was a shareholder of the Company on 17th March 2020 and who, at the time of the official tender offers, will sell the ESO shares to the Ignitis Group, will have a pre-emptive right to acquire the Ignitis Group shares for an amount equal to the ESO shares held multiplied respectively by 0.880 EUR plus the amount of dividends paid for the year 2019, which is proportionate to the number of ESO 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 Ignitis Group, 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 Ignitis Group if he/she had been ESO 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 will face material difficulties in selling their shares to the Ignitis Group, the Ignitis Group 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 shares during the official tender offers and submit an order for the sale of the company’s shares with the relevant brokerage firm or credit institution in an agreed manner. 

It should be noted that the Board of ESO made a decision on 17th March 2020, to offer shareholders a dividend of 0.076 EUR per share, respectively (for the reporting period of 2019 which ended on 31 December 2019). General meetings of shareholders will address the issue of the distribution of the company’s 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 website of ESO www.eso.lt, Ignitis Group www.ignitisgrupe.lt.

Tomas Kavaliauskas, spokesman, +370 617 51616, tomas.kavaliauskas@es

Attachments

• 241-56 AB ENERGIJOS SKIRSTYMO OPERATORIUS oficialaus siulymo cirkuliaro patvirtinimas
• SUMMARY OF THE NON - COMPETITIVE OFFICIAL TENDER OFFER CIRCULAR REGARDING THE SHARES OF AB “ENERGIJOS SKIRSTYMO OPERATORIUS”