Notification on material event
Regarding approval of the official tender offer circular of Ignitis Gamyba shares
AB “Ignitis gamyba” (hereinafter referred to as the Company and GEN) company code 302648707, registered office at Elektrinės st. 21, Elektrėnai. The total number of registered ordinary shares issued by the Company is 648 002 629; ISIN code LT0000128571.
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 Ignitis Group’s subsidiary AB Ignitis Gamyba. Circular was 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 GEN is 0.640 EUR.
- If during GEN general shareholders' meeting which will be held on 30th April, 2020 resolution will be adopted to pay dividends to GEN 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.
- If during GEN general shareholders’ meeting which will be held on 30th April, 2020, resolutions will be adopted to pay dividends to GEN 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 Ignitis Group, 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 Ignitis Group at the time of the official tender offer, if he had been a shareholder of the Company on the rights accounting day.
- During Ignitis Group’s initial public offering, each minority shareholder of GEN who was a shareholder of the Company on 17th March 2020 and who, at the time of the official tender offers, will sell GEN shares to the Company, will have a pre-emptive right to acquire Ignitis Group’s shares for an amount equal to GEN shares held multiplied by 0.064 EUR plus the amount of dividends paid for the year 2019, which is proportionate to the number of GEN shares held by the shareholder. The persons who will no longer be the shareholders of the Company on the rights accounting day because they sold their shares to 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 Ignitis Group if he/she had been GEN shareholder on the rights accounting day.
- The official tender offer will begin on the fourth business day after the approval of the circular, i.e., 3rd of April and will be commenced for 20 calendar days. Due to the quarantine announced in the country, if shareholders of GEN 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 GEN shares during the official tender offer and submit an order for the sale of the Company shares with the relevant brokerage firm or credit institution in an agreed manner.
It should be noted that the Board of GEN made a decision on 17th March 2020, to offer shareholders a dividend of 0.056 EUR per share (for the 6 month period which ended on 31 December 2019). General meeting of shareholders will address the issue of the distribution of the Company 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 GEN www.ignitisgamyba.lt, Ignitis Group www.ignitisgrupe.lt.
Tadas Markevičius, Public Relations Manager, +370 676 28911, firstname.lastname@example.org