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2010-09-24 17:00:58 CEST 2010-09-24 17:02:55 CEST REGULATED INFORMATION This message has been corrected. Click here to view the corrected message Lietuvos Energija AB - Notification on material eventNotice on Drafted Activity Spin-off Conditions of Joint-stock Company LIETUVOS ENERGIJAThe joint-stock company LIETUVOS ENERGIJA (legal entity code - 220551550, legal status - joint-stock company, address of registered head-office: Žvejų g. 14, Vilnius, the Republic of Lithuania, data about the company are collected and stored at Vilnius branch of VĮ Registrų Centras, Division of Registry of Legal Entities, VAT payer code LT205515515, share issue (ISIN) code LT0000117681) (hereinafter - the Company) hereby informs, that on September 24, 2010 the Management Board of the Company reviewed and approved the prepared draft spin-off conditions. The draft spin-off conditions were prepared by the Management Board following the resolution of extraordinary general shareholders meeting of the Company, dated June 18, 2010. The company, a part of activity of which (including assets, rights and duties), including the activities of transmission system operator and electricity market operator, performed directly by the Company and indirectly via its subsidiary companies as well as a part of information technologies activities and other activities in the field of electricity sector, related to the activity of transmission system operator, will be spun-off and on the basis of assets, rights and duties, assigned to this part, there will be established a new company of the same legal status - LITGRID Turtas AB (legal entity code under procedure established in the legal acts of the Republic of Lithuania will be issued by the register of legal entities upon registration of LITGRID Turtas AB, legal status - joint-stock company, prospective address of the head-office A. Juozapavičiaus g. 13, Vilnius, the Republic of Lithuania, code of shares issue (ISIN) will be assigned after LITGRID Turtas AB registers the shares issue at the Central Securities Depository) (hereinafter - LITGRID Turtas AB). There are no terminated legal entities upon spin-off. The legal entity continuing its activity after the spin-off - joint-stock company LIETUVOS ENERGIJA, the legal person commencing its activity after the spin-off - LITGRID Turtas AB. The spin-off of the Company is performed by way of spin-off, established under Law on Joint-stock companies of the Republic of Lithuania, Article 71, P. 1 - when a part of the company, which continues its activity, is spun-off and on the basis of assets, rights and duties, assigned to this part, a single or several new companies are established of the same legal status, i.e. separation is performed by spinning-off a part of Company activity, as a set of assets, rights and duties, which from the perspective of organization comprises an autonomous economic unit, performing activity and able to perform its functions on its own accord, based on which a new company LITGRID Turtas AB will be established. The spin-off will be performed provided that under the procedure established by legal acts of the Republic of Lithuania, the general shareholders meeting of the Company adopts a resolution regarding the spin-off of the Company, approval of the spin-off conditions and other related issues. The part of the Company activity to be spun-off (the Company assets, rights and duties, transferred to LITGRID Turtas AB upon the spin-off) will be transferred to LITGRID Turtas AB, established upon the spin-off, from the moment of signing of transfer and acceptance certificate or certificates of the respective assets, rights and duties (hereinafter - Transfer and Acceptance Certificate). The rights and duties by transactions and the made transactions, included in the part, spun-off from the moment of the signing of Transfer and Acceptance Certificate, will be transferred to LITGRID Turtas AB, a new company, established upon the spin-off, and will become the rights and duties and the made transactions of LITGRID Turtas AB. Moreover, the transferred assets, rights and duties as well as transactions will be included into LITGRID Turtas AB bookkeeping. It is intended to transfer to LITGRID Turtas AB, established upon the spin-off, assets, rights and duties related to the part of activity, spun-off from the Company, on December 1, 2010, but not later than by February 1, 2011. The Company spin-off conditions (including its all attachments), draft Articles of Association of Company, which will continue its activity upon the spin-off, and LITGRID Turtas AB, which will commence its activity upon the spin-off, sets of financial statements of the Company for the last 3 years and annual reports, a set of interim financial statements, made on June 30, 2010, assessment report of spin-off conditions and report on the intended spin-off, prepared by the Management Board of the Company, will be made available from September 27, 2010 until the general shareholders meeting of the Company, during which a resolution will be adopted regarding approval of spin-off conditions of the Company and other related issues and about which it will be announced under procedure established by legal acts of the Republic of Lithuania, Monday - Thursday from 7:30 to 16:30, on Friday from 7:30 to 15:15, at the following address: Žvejų g. 14, Vilnius, the Republic of Lithuania, or at the new premises of the Company at Elektrinės g. 21, Elektrėnai, the Republic of Lithuania. The spin-off conditions of the Company and other documents related to the spin-off will also be published at the stock exchange of the Republic of Lithuania - NASDAQ OMX Vilnius and the website of the company - http://www.le.lt and of which it will be announced in the daily Verslo Žinios. Renata Gaudinskaite, +370 5 278 2421 12b annex_tetas_turto_sarasai.pdf 12a annex_tetas_turto_sarasai.pdf 6 annex extract of minutes of the extraordinary gms.pdf 21 annex zemes nuoma i ps6.pdf 11 annex_registruotinas_pso_turtas.pdf 7 annex article of association of lietuvos energija.pdf 1 annex compilation principles for spin-off balance sheets as at 30 june 2010.pdf 10a annex_pso_turto_sarasai.pdf 14a annex_tic_turto_sarasai.pdf 9 annex_pso_ atsargu_sarasas_galutinis.pdf 13b annex_etp_turto_sarasa.pdf 15a annex_tvi_turto_sarasai.pdf 10b annex_pso_turto_sarasai.pdf 3 annex compilation principles for final spin-off balance sheets.pdf board report on the intend spin-off.pdf 8 annex article of association of ligrid turtas.pdf 17 annex lg turtas darbuotojai.pdf 2 annex spin-off_balance sheets.pdf 16 annex_sviesolaidiniu_liniju_sarasas.pdf 19 annex tetas_darbuotojai.pdf report evaluation of draft spin-off terms.pdf 15b annex_tvi_turto_sarasai.pdf 12c annex_tetas_turto_sarasai.pdf 13a annex_etp_turto_sarasai.pdf 14b annex_tic_turto_sarasa.pdf |
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