LNR: Concerning redemption of shares under a judgment of the Supreme Court of Lithuania
As stated in the Company‘s notice of a material event published on 20 November 2014, the Supreme Court of Lithuania, upon hearing, on a cassation basis, cases concerning the duty of the State to redeem the shares held by minority shareholders in LIETUVOS ELEKTRIN AB, a legal person that has ceased to exist, and concerning the determination of a fair price for such shares, has stated on 19 November 2014 that this duty of the State remains and must be fulfilled. The court also set the price for the shares in LIETUVOS ELEKTRIN AB to be redeemed on a compulsory basis - 1.78 Eur (LTL 6.13).
The Government decided to propose that Lietuvos energija, UAB (business ID 301844044, registered office address ?vej? g. 14, Vilnius, Republic of Lithuania) would acquire the redeemable shares of former public company LIETUVOS ELEKTRIN under a judgment of the Supreme Court of Lithuania handed down on 19 November 2014 in civil case No 3K-3-370/2014. The Government assigned the Ministry of Finance of the Republic of Lithuania to make decisions and take actions necessary to implement the share acquisition referred to in Clause 1 of the Resolution under the following main terms:
1. For redemption purposes, the shares of LIETUVOS ELEKTRIN? AB are deemed to be equal to ordinary registered shares of Lietuvos energijos gamyba, AB (business ID 302648707, registered office address Elektrins g. 21, Elektr?nai, Republic of Lithuania) of LTL 1 (EUR 0.29) par value, ISIN LT0000128571 (hereinafter referred to as the ‘Shares’), at the ratio specified in Clause 1.3.1 of the Resolution.
2. The price per redeemable share is EUR 1.2959.
3. Lietuvos energija, UAB will redeem the Shares to the following extent:
3.1. Only those shares the title to which has been acquired upon conversion of the shares of LIETUVOS ELEKTRIN? AB (which ceased to exist upon reorganisation on 5 August 2011) specified in Clause 1.3.2 of the Resolution into the shares of Lietuvos energija, AB (present name: Lietuvos energijos gamyba, AB) after the reorganisation of LIETUVOS ENERGIJA AB and LIETUVOS ELEKTRIN? AB (during the reorganisation, 1.37 Share was granted for a share in LIETUVOS ELEKTRIN? AB) and which have not been transferred to third parties;
3.2. Only such quantity of the shares in LIETUVOS ELEKTRIN? AB (which ceased to exist upon reorganisation on 5 August 2011) which a minority shareholder had a title to as of 5 August 2008 at the latest.
4. Should a minority shareholder fail to request a redemption of the Shares held within 90 days after the public announcement about the redemption of the Shares in a source specified in the Articles of Association of Lietuvos energija, UAB, such shareholder will forfeit the right to request that Lietuvos energija, UAB purchases the Shares held by the shareholder.
5. Lietuvos energija, UAB will pay for the Shares no later than within 3 months from the end of the term referred to in Clause 1.4 of the Resolution.
6. The State will not assign and Lietuvos energija, UAB will not assume any other liabilities related to the redemption (or non-redemption) of the shares of minority shareholders of LIETUVOS ELEKTRIN AB including but not limited to any potential liabilities related to indemnification for damage, penalties, interest etc.
The Resolution will come into force on the day following its official publication in the Register of legal acts.