2013-03-07 06:00:03 CET

2013-03-07 06:00:30 CET


REGULATED INFORMATION

Lithuanian English
Lietuvos Dujos AB - Notification on material event

Regarding the Publication of the Terms and Conditions of the Spin-off of AB Lietuvos Dujos 


Vilnius, Lithuania, 2013-03-07 06:00 CET (GLOBE NEWSWIRE) -- 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