Published: 2015-07-29 08:00:00 CEST
City Service SE
Notification on material event

Aiming to finalise the cross-border merger, the request to suspend trading in shares of AB “City Service” was provided

Please be informed that aiming to dully finalise the cross-border merger of AB “City Service” and City Service EU AS (the name of the company after the merger shall be City Service AS) (hereinafter, the “Merger”), it was applied to AB NASDAQ OMX Vilnius regarding suspension of trading in shares of AB “City Service” as from 3 August 2015 (inclusive). All the orders for acquisition or transfer of shares of AB “City Service” provided until this date shall be executed following the procedure of the applicable legal acts.

It is requested that the trading in shares of AB “City Service” was suspended until the day, when the Articles of Association of City Service AS are registered with the Commercial Register of Estonia and the necessary actions are executed for listing of shares of City Service AS to trading on AB NASDAQ OMX Vilnius.

Aiming to assure the rights and legitimate interests of shareholders of AB “City Service”, also the continuity of listing of company’s shares on the regulated market, providing the possibility for the shareholders to duly realise the rights attached to their held shares, the company will take all the actions so that the trading in shares of City Service AS would be resumed as soon as possible.

It is intended to provide the documents regarding finalisation of the Merger to the Commercial Register of Estonia on or about 5 August 2015. Following the registration of the new Articles of Association of City Service AS with the Commercial Register of Estonia, the Merger will be finalised, and all the assets, rights and liabilities of AB “City Service” will be taken over by City Service AS, and the shareholders of AB “City Service” will become the shareholders of City Service AS.

Accordingly, following the requirements of the applicable Estonian legal acts, it will have to be applied to the Central Securities Depository of Estonia regarding registration of the change of the nominal value and number of shares of City Service AS on or about 4 August 2015 (one business day prior to application to the Commercial Register of Estonia). For the purposes of change of shares of AB “City Service” to shares of City Service AS the Central Securities Depository of Estonia will have to be provided, among other documents, the list of shareholders of the company concluded at a close of the indicated day, according to which all the shareholders of the Company will become the shareholders of City Service AS. For this reason the Company has applied to AB NASDAQ OMX Vilnius for suspension of trading in Company’s shares, so that on the needed date the shareholders of the Company would be fixed, which will become the shareholders of City Service AS on the day of completion of the Merger.

Following completion of the Merger AB “City Service” will be dissolved without going into liquidation and City Service AS will continue the activities and will be the legal successor of AB “City Service”, i.e. the company resulting from the Merger.

On the Merger date each shareholder of AB “City Service” will hold the same number of shares in City Service AS that it had held in AB “City Service” until the Merger.

On the Merger date the authorized capital of City Service AS will be the same as it was of AB “City Service”, the company which will cease to exist after the Merger – EUR 9,483,000, which will be divided into 31,610,000 ordinary registered shares with the nominal value of EUR 0.30 each; ISIN code of shares will be EE3100126368.

The supervisory board and the management board of City Service AS, which will continue after the Merger will not been changed – Andrius Janukonis (Chairman), Gintautas Jaugielavičius and Artūras Gudelis will continue operating as members of the supervisory board of the company and Jonas Janukėnas – as the member of the management board.

 

Vilius Mackonis,
Director of Marketing and Communication Department

+ 370 5 239 4900