Published: 2020-09-29 06:00:00 CEST
Ignitis grupė
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Detailed information on the pre-emptive right of the former minority shareholders of ESO and Ignitis gamyba to acquire shares of Ignitis Group

AB Ignitis Grupė, (hereinafter – Ignitis Grupė or „the Company”) identification code 301844044, registered office placed at Žvejų str. 14, Vilnius, Republic of Lithuania. The total nominal value of issued bonds 900 000 000 EUR; ISIN codes XS1646530565; XS1853999313; XS2177349912.

The Company received questions from former minority shareholders of Energijos Skirstymo Operatorius AB (hereinafter – ESO) and Ignitis Gamyba AB (hereinafter – Ignitis Gamyba) regarding the pre-emptive right to acquire shares of Ignitis grupė. In order to ensure that all former minority shareholders are equally informed, the Company publishes detailed information on the pre-emptive right to acquire shares of Ignitis grupė.

Below are the answers to the most frequently asked questions about this process.

I am a former minority shareholder of ESO and/or Ignitis Gamyba and have the pre-emptive rights to the shares of Ignitis grupė. How can I invest during the IPO?

The pre-emptive rights to acquire shares in Ignitis grupė during the IPO belongs to those investors who:

  • owned shares in ESO and/or Ignitis Gamyba on 17 March 2020 and sold them during the official tender offers between 3 April to 22 April 2020,
  • and by the time of the allocation had not complained and/or participated in any legal dispute, the subject matter of which is  prices of mandatory buy-out of shares of ESO and/or Ignitis Gamyba, the mandatory buy-out of shares of ESO and/or Ignitis Gamyba itself   or the IPO.

Such investors may submit orders to acquire shares following the same procedures as other investors (through any financial institution, including Swedbank, SEB, LHV, Šiaulių Bankas, Citadele and others), and they do not need to provide any additional information. The Company will identify such investors based on their personal ID codes (in the case of legal entities, by their registration codes).

More details related to the allocation of shares to former minority shareholders of ESO and/or Ignitis Gamyba are provided in Chapter 17 of the Prospectus, which is available at www.ignitisgrupe.lt/ipo, and in the answers to the most frequently asked questions provided below.

What is the amount of the guaranteed allocation to the former minority shareholders of ESO and/or Ignitis Gamyba?

You can calculate the specific amount of your guaranteed allocation as follows: add the redemption price per share paid at time of the official tender offer and the amount of dividend paid per share paid out in 2020 for the financial year 2019, and multiply the amount by the number of your shares sold to Ignitis grupė during the official tender procedure (hereinafter – the Guaranteed Allocation Amount).

The general formula for calculating the Guaranteed Allocation Amount is as follows:

For a former ESO shareholder:  For a former shareholder of Ignitis Gamyba:
(EUR 0.880 + EUR 0.076) x Number of ESO shares held on 17 March 2020 and sold to Ignitis grupė during the official tender procedure   (EUR 0.640 + EUR 0.056) x Number of Ignitis Gamyba shares held on 17 March 2020 and sold to Ignitis grupė during the official tender procedure

As a former minority shareholder of ESO and/or Ignitis Gamyba, how can I submit an order to acquire shares so that I could fully exercise my pre-emptive rights to acquire shares of Ignitis grupė for the full amount received from the sale of my ESO and/or Ignitis Gamyba shares at the time of the official tender offer?

As set out in the Prospectus, the former minority shareholders of ESO and/or Ignitis Gamyba are granted pre-emptive rights to acquire shares of Ignitis grupė for the entire amount received from the sale of ESO and/or Ignitis Gamyba shares to Ignitis grupė during the official tender. In order to exercise this right, such an investor must properly submit an order in accordance with the conditions and procedure set out in the Prospectus.

When submitting an order to acquire Ignitis grupė shares, former minority shareholders of ESO and/or Ignitis Gamyba, just like any other retail investors, must indicate the maximum number of shares they wish to acquire. It is important to note that all retail investors must submit orders to acquire the shares at the maximum value of the Offer Price Range (EUR 28). The Final Offer Price of Ignitis grupė shares is currently unknown and will be announced only on the Final Offer Price date (2 October 2020); it will be in the range of EUR 22.5–28.

Accordingly, the following rules for funds reservation and share allocation should be duly considered when placing an order. The reservation of funds in the investor’s bank account and the allocation of shares will take place as follows:

  1. Reservation of funds in the bank account. Before submitting an order to acquire shares, you must have in your bank account  the amount of money equal to the number of shares specified in the order multiplied by EUR 28 (the highest value of the Offer Price Range). This amount will be reserved in your bank account.
  2. Calculation of the number of shares in accordance to the Guaranteed Allocation Amount. After the announcement of the Final Offer Price, the number of shares allocated in accordance to the Guaranteed Allocation Amount will be calculated using the following formula:

For a former ESO minority shareholder = Guaranteed Allocation Amount / Final Offer Price.
For a former Ignitis Gamyba minority shareholder = Guaranteed Allocation Amount / Final Offer Price.

  1. Allocation of Shares. If the maximum number of shares to be acquired specified in the order is:
  1. less than or equal to the number of shares calculated for the former minority shareholder of ESO and/or Ignitis Gamyba in accordance to the Guaranteed Allocation Amount, then the entire number of shares to be acquired, specified in the order, will be allocated to the shareholder. In this case, the number of shares allocated to the investor may be less than the number of shares calculated for them as a minority shareholder of ESO and/or Ignitis Gamyba based on the Guaranteed Allocation Amount;
  2. greater than the number of shares calculated for the former minority shareholder of  ESO and/or Ignitis Gamyba in accordance to the Guaranteed Allocation Amount, then the total number of shares based on the Guaranteed Allocation Amount will be allocated to them. The difference between the number of shares to be acquired and the number of shares calculated on the basis of the Guaranteed Allocation Amount will be allocated in accordance with the general terms and conditions set out in the Prospectus that are applicable to all retail investors. In this case, the number of shares allocated to the investor may be less than the number of Ignitis grupė shares specified in their order.
  1. Calculation and debiting of the final amount payable for the acquired shares of Ignitis grupė. Once the number of shares allocated to each investor has been determined, the amount to be paid by the investor will be calculated based on the Final Offer Price. This amount will be calculated by multiplying the total number of shares allocated to the investor by the Final Offer Price.

It is important to note that during the share allocation process the allocation to each investor in any case will not exceed the maximum number of shares specified in their order. You must evaluate the above information and your personal circumstances and indicate the number of shares in your order that you would wish to acquire in any case.

EXAMPLES

For illustration purposes only, we provide two examples of how the entire share allocation process would proceed under the following assumptions.

For example, a former shareholder of ESO and/or Ignitis Gamyba who sold ESO and/or Ignitis Gamyba shares during the official tender received EUR 2,800.

If, when submitting the order, the former minority shareholder of ESO and/or Ignitis Gamyba estimated the number of Ignitis grupė shares to be acquired according to the lowest value of the Offer Price Range at EUR 22.50, then this would work out as follows:

  • The maximum number of shares to be acquired and specified in the order would be 124 shares (EUR 2,800 / EUR 22.50);
  • The amount of funds reserved in the investor's bank account at the moment of submitting the order would be EUR 3,472 (124 shares x EUR 28);

If the Final Offer Price were set at, for example, EUR 25 per share, for this former minority shareholder of ESO and/or Ignitis Gamyba would be allocated shares as follows:

  • 112 shares as a guaranteed allocation to a former minority shareholder of ESO and/or Ignitis Gamyba (EUR 2,800 / EUR 25);
  • 12  shares (124 shares minus 112 shares) as a guaranteed allocation amount to a retail investor (the guaranteed allocation to a retail investor is 100 shares);
  • The amount of funds that would be debited from the bank account would be EUR 3,100 (EUR 25 x 124 shares) for the 124 shares acquired;
  • The amount in the bank account from which the reservation would be lifted after the allocation would be EUR 372 (EUR 3,472 – EUR 3,100).

In this case, the former minority shareholder of ESO and/or Ignitis Gamyba has used the full Guaranteed Allocation Amount granted and acquired additional shares by investing more funds than they had received as a former shareholder of ESO and/or Ignitis Gamyba by selling their ESO and/or Ignitis Gamyba shares at the time of the official tender offer.

If, when submitting the order, the former minority shareholder of ESO and/or Ignitis Gamyba estimated the number of Ignitis grupė shares to be acquired according to the highest value of the Offer Price Range at EUR 28, then this would work out as follows:

  • The maximum number of shares to be acquired and specified in the order would be 100 shares (EUR 2,800 / EUR 28);
  • The amount of funds reserved in the investor's bank account at the moment of submitting the order would be EUR 2,800 (100 shares x EUR 28);

If the Final Offer Price were set at, for example, EUR 25 per share, this former minority shareholder of ESO and/or Ignitis Gamyba would be allocated shares as follows:

  • 100 shares as a guaranteed allocation to a former minority shareholder of ESO and/or Ignitis Gamyba (EUR 2,500 / EUR 25);
  • The amount of funds that would be debited from the bank account would be EUR 2,500 (EUR 25 x 100 shares) for the 100 shares acquired;
  • The amount in the bank account from which the reservation would be lifted would be EUR 300 (EUR 2,800 minus EUR 2,500).

In this case, the former minority shareholder of ESO and/or Ignitis Gamyba will not have used the full Guaranteed Allocation Amount granted to him.