Regarding the Publication of the Terms and Conditions of the Spin-off of AB Lietuvos DujosVilnius, Lithuania, 2013-03-07 06:00 CET --
AB Lietuvos Dujos (legal entity‘s code – 120059523, legal form – a public company, registered office address: Aguonų St. 24, Vilnius, data on the Company are collected and stored in the Legal Entity Registration Division of the Vilnius Branch of the state enterprise Centre of Registers) (hereinafter referred as the “Company”) hereby publishes the Terms and Conditions of the Spin-off of AB Lietuvos Dujos (hereinafter referred to as the “Terms and Conditions of the Spin-off”) approved by Minutes No. 1 of the Company’s Board of Directors of 30 January 2013 and Resolution No. O3-64 of the National Control Commission for Prices and Energy (hereinafter referred to as the “Commission”) of 28 February 2013. The Terms and Conditions of the Spin-off were prepared on the basis of the decision of the Company’s Extraordinary General Meeting of Shareholders of 28 May 2012 and Resolution No. O3-145 of the Commission of 15 June 2012.
The spin-off of the Company is carried out by way of division as provided in Part 1 of Article 71 of the Law on Companies of the Republic of Lithuania. A part of the Company’s activities, which is comprised of the natural gas transmission activity carried out by the Company, will be spun off from the Company which continues its activities and a new company of the same legal form will be established on the basis of the assets, rights and obligations attributed to that part, i.e. AB Amber Grid (the legal entity’s code will be granted following the registration of AB Amber Grid with the Register of Legal Entities under the procedure laid down in the legal acts of the Republic of Lithuania, legal form – a public limited liability company, the future registration address: Gudelių St. 49, Vilnius, the Republic of Lithuania) (hereinafter referred to as “AB Amber Grid”). The shares of the new company and the Company which continues the activities after the spin-off will be distributed to all the shareholders in proportion to their shares in the authorised capital of AB Lietuvos Dujos.
There are no legal entities to be wound up after the spin-off. The legal entity, which will continue its activities after the spin-off, is AB Lietuvos Dujos, and the legal entity, which will commence its activities after the spin-off, is AB Amber Grid.
The spin-off will be implemented provided that the Company’s General Meeting of Shareholders adopts a decision regarding the approval of the Terms and Conditions of the Spin-off and other issues related to the spin-off under the procedure laid down in the legal acts of the Republic of Lithuania.
The part of the Company’s activities to be spun off (the Company’s assets, rights and obligations to be transferred to AB Amber Grid, which will be established during the spin-off) will be transferred to AB Amber Grid from the moment of the signing of the respective Transfer and Acceptance Deed for the assets, rights and obligations. From the moment of the signing of the respective Transfer and Acceptance Deed for the assets, rights and obligations, the rights and obligations attributed to the spin-off part under the transactions and the concluded transactions will be transferred to the new company AB Amber Grid which will be established during the spin-off and become the rights and obligations and transactions of AB Amber Grid. Furthermore, the transferred assets, rights, obligations and transactions will be recorded in the accounting of AB Amber Grid. It is planned to transfer to AB Amber Grid, which will be established during the spin-off, the assets, rights and obligations related to the unbundled activities of the Company as of 31 July 2013.
It is planned that AB Amber Grid will submit an application to AB NASDAQ OMX Vilnius to list its shares on the Exchange Trade List.
The Terms and Conditions of the Spin-off provide for other information on the planned material events (including but not limited to information about planned dividends, change in the amount of the authorised capital, change in the core activities), which may have an impact on the price of the Company’s shares.
The Terms and Conditions of the Spin-off, including the draft Articles of Association of the Company which will continue its activities after the spin-off and the newly established AB Amber Grid, the set of the interim financial statements concluded as of 31 October 2012, the Report on Assessment of the Terms and Conditions of the Spin-Off prepared by the audit company, the sets of the Company’s financial statements for the past 3 financial years and the annual reports are available on the Company’s website at www.dujos.lt, in the Central Database of Regulated Information www.crib.lt, and on the website of AB NASDAQ OMX Vilnius Stock Exchange www.nasdaqomxbaltic.com from 7 March 2013 until the date of the Company’s General Meeting of Shareholders, which will decide on the approval of the Terms and Conditions of the Spin-off and other issues related to the spin-off. Public notices on the spin-off will also be published in the daily Lietuvos Rytas three times at the intervals of at least 30 (thirty) days.
ATTACHED:
Terms and Conditions of the Spin-off of AB Lietuvos Dujos
Annex No. 1. Set of Interim Financial Statements of the Company as of 31 October 2012;
Annex No. 2. Spin-Off Balance Sheet;
Annex No. 3. Main Principles for Drawing Up the Spin-Off Balance Sheet;
Annex No. 4. List of Non-Current Assets Attributed to the Spin-Off Part;
Annex No. 5. List of Assets to be Registered Attributed to the Spin-Off Part;
Annex No. 6. List of Objects of Construction in Progress Attributed to the Spin-Off Part;
Annex No. 7. List of Low-Value Inventories Attributed to the Spin-Off Part;
Annex No. 8. List of Other Inventories Attributed to the Spin-Off Part;
Annex No. 9. List of Administrative Deeds Establishing Rights to Real Estate and Obligations Attributed to the Spin-Off Part;
Annex No. 10. List of Agreements Establishing Rights to Real Estate and Obligations Attributed to the Spin-Off Part;
Annex No. 11. List of other Agreements Establishing Rights to and Obligations against Third Persons Attributed to the Spin-Off Part;
Annex No. 12. List of Employee Positions Attributed to the Spin-Off Part;
Annex No. 13. Draft Bylaws of the Company;
Annex No. 14. Draft Bylaws of the New Company.
Report on Assessment of Terms and Conditions of the Spin-off of AB Lietuvos Dujos
Consolidated and Parent Company’s Financial Statements and Consolidated Annual Report 2009
Consolidated and Parent Company’s Financial Statements and Consolidated Annual Report 2010
Consolidated and Parent Company’s Financial Statements and Consolidated Annual Report 2011
Authorised person:
Saulius Bilys
Head of Strategic Development Division
Tel. +3705 236 01 46
|