Re. reduction of authorized capital
On 29 April 2014, the Annual General Meeting of Shareholders of TEO LT, AB (code 121215434, registered address: Lvovo str. 25, Vilnius, Lithuania) decided to reduce the Company’s authorized capital from 776,817,518 litas to 582,613,138 litas (decrease by 194,204,380 litas).
The purpose of reduction of the Company’s authorized capital – payment of the Company’s funds to all shareholders in proportion to the nominal value of shares owned by the proprietary right by the shareholder.
Funds due to reduction of authorized capital will paid to the shareholders who at the end of the tenth business day following the day of the Annual General Meeting that adopted a decision on reduction of authorized capital, i.e. on 14 May 2014 were the shareholders of TEO LT, AB.
The Law on Companies of the Republic of Lithuania provides that settlement with the shareholders after reduction of authorized capital due to payout of the fund of the Company shall be made only in cash.
Funds due to reduction of authorized capital, i.e. 0.25 litas per share of TEO LT, AB held on 14 May 2014, shall not be paid earlier than registration of amended By-Laws of the Company and shall be paid within one month after the day of registration of amended By-Laws.
According to the rules of NASDAQ OMX Vilnius stock exchange, the ex-dividend day, i.e. the day starting from which the shares of TEO LT, AB acquired through Automatically Matched trades will not entitle to dividends for the year 2013 and to payment of funds due to reduction of authorized capital, is 12 May 2014.
As authorized capital of TEO LT, AB was formed by contribution of owners/shareholders and was not increased from the Company’s funds (profit, reserves or share premiums) the funds paid to the shareholders due to reduction of the authorized capital will not be subject to withholding income (profit) tax.
The Company’s authorized capital shall be reduced by way of cancelling of the Company’s shares with the nominal value equal to the reduction amount indicated above, i.e. 194,204,380 litas.
Not later than 5 days prior to registration in the Register of Legal Entities of documents regarding the reduction of authorized capital, the Company will submit an application for suspension of trading in TEO LT, AB shares in NASDAQ OMX Vilnius stock exchange and will inform about it publicly.
The trading on stock exchange will be suspended not later than 3 business day prior the submission of the By-Laws to the Register of Legal Entities.
Shares due to reduction of authorized capital pro rata to the nominal value of shares held by proprietary right will be cancelled to all shareholders who at the end of the day of registration of amended due to reduction of authorized capital By-Laws of the Company at the Register of Legal Entities will be shareholders of TEO LT, AB.
The number of shares attributable to the shareholders, who at the end of the day of registration of amended Company’s By-laws hold more than one share, shall be calculated by multiplying the number of shares, held by the shareholder at the end of the day of registration of amended Company’s By-laws, by the ratio of 0.749999999 and rounding off in the following order:
1) if the fractional part of the number of shares is equal to 0.5 or more – the number of shares shall be rounded up to the whole number;
2) if the fractional part of the number of shares is less than 0.5 – the number of shares shall be rounded down to the whole number.
The Shareholders that under the rules on share exchange stipulated above after rounding off are attributed the number of shares lesser than one, shall maintain one share of the Company.
Notes:
1. The shareholders who will dispose TEO shares on or after 12 May 2014 and will not hold any TEO shares on the day of registration of amended By-Laws of the Company still will be entitled to the payment of funds due to authorized capital reduction within one months after registration of amended By-Laws. The amount to be paid will be pro rata to nominal value of shares held on 14 May 2014, i.e. 0.25 litas per share.
2. The shareholders who will acquire TEO shares on and after 12 May 2014 and will hold shares on the day of registration of amended By-Laws of the Company will not be entitled to the payment of funds due to reduction of authorized capital after registration of amended By-Laws and their shares will be subject to cancellation of shares pro rata to the nominal value of shares held by proprietary right.
Additional information is provided by tel.: +370 5 236 7878 and on the web site www.teo.lt.
Darius Džiaugys,
Head of Investor Relations,
tel. +370 5 236 7878
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