City Service - Notification on material event

Notification of the board about the intention to delist the shares of AB City Service from trading on the regulated market AB NASDAQ OMX Vilnius

Vilnius, Lithuania, 2015-04-09 21:00 CEST (GLOBE NEWSWIRE) -- It is planned
that the annual general meeting of shareholders of AB City Service
(hereinafter, the Company) to be held on 30 April 2015 (hereinafter, the
Meeting) will, among other things, consider the issue of initiating delisting
of all the outstanding shares of the Company and delisting them from trading on
the regulated market AB NASDAQ OMX Vilnius. Taking the above into account, also
referring to paragraph 5 of Article 38 of the Law of the Republic of Lithuania
on Securities (hereinafter, the Law on Securities), the Board of the Company
provides this notification about the intention to delist the shares of the
Company from trading on the said regulated market in Lithuania. 

Reasons for delisting the shares of the Company from trading on AB NASDAQ OMX
Vilnius 

The Board of the Company, taking into account that, in addition to Lithuania,
the Company, acting through its subsidiaries, has expanded its activities to
and operates also in other EU Member States (in Latvia, Poland, Spain), also
seeking to reinforce its positions in these markets and to get well established
in new markets, to increase its competitiveness and visibility on the EU scale,
as well as to plan and develop the business of its subsidiaries more
effectively, suggests to the general Meeting of shareholders of the Company, to
be held on 30 April 2015, to approve of the participation of the Company in the
formation of the European company (Societas Europaea) by way of merger by
acquisition, during which the Company will be merged to its subsidiary City
Service EU, AS (a public limited liability company registered in the Republic
of Estonia, legal entity code 12827710, address of the registered office J.
Kunderi tn 8a, Tallinna linn, Harju maakond, 10121, Republic of Estonia, 100%
of shares of which is held by the Company), which will acquire the legal form
of a European company (SE). Formation of a European company is planned in
Estonia also for the reason that, in the opinion of the management of the
Company, this country has an advanced system of management of companies and
formation of SE in this country would help to achieve the aims of the Company
more effectively and to ensure interests of its shareholders. 

For the reasons indicated above, also in order to ensure better liquidity of
the shares of the Company and, if necessary, a possibility for the Company to
attract more additional capital and investments, the Board of the Company also
suggests to the Meeting to initiate admission of shares of the Company to
trading on the regulated market the Warsaw Stock Exchange. 

In pursuing the above-mentioned goals, after admission of shares of the Company
to trading on the Warsaw Stock Exchange, also in formation of the European
company (SE), the Board of the Company suggests delisting of shares of the
Company from trading on AB NASDAQ OMX Vilnius as the next logical step, as
after the admission of shares of the Company to trading on a bigger and more
liquid stock market, which, probably, will create better conditions for
shareholders of the Company to trade in shares of the Company, the Board of the
Company does not see any advantages for the shares of the Company to be
additionally traded on AB NASDAQ OMX Vilnius. Consequently, in order to reduce
costs for the Company, it is suggested that after the admission of the
Company's shares to trading on the Warsaw Stock Exchange, they should be
delisted from trading on AB NASDAQ OMX Vilnius. 

Information about the intended announcement of the mandatory tender offer

After the annual general Meeting of shareholders of the Company to be held on
30 April 2015 decides to initiate delisting of shares of the Company and to
delist them from trading on AB NASDAQ OMX Vilnius by the majority of at least ¾
votes carried by shares of all the shareholders present in the Meeting, the
shareholders, who vote for this decision, will have to submit and implement a
tender offer, as provided for in Article 38 of the Law on Securities. 

The tender offer, aimed at delisting the shares from trading on the regulated
market of the Republic of Lithuania, will have to be made by the shareholders
who voted for the decision to initiate delisting of shares of the Company from
trading on AB NASDAQ OMX Vilnius. One or several shareholders of the Company
will be entitled to perform this obligation for other shareholders. During the
effective term of the tender offer, the right to sell the shares would be
vested in the shareholders, who voted “against” or who did not vote at the time
of taking the decision to delist the issuer's shares from trading on AB NASDAQ
OMX Vilnius. 

As it is indicated in the draft decision proposed by the Board of the Company
on this issue of the Meeting agenda, the Board of the Company suggests
establishing that all outstanding shares of the Company will be delisted from
trading on the regulated market AB NASDAQ OMX Vilnius only on the condition
that and only after the shares of the Company are admitted to trading on the
regulated market the Warsaw Stock Exchange. Accordingly, the Board of the
Company suggests establishing that the tender offer, aimed at delisting the
shares of the Company from trading on AB NASDAQ OMX Vilnius, would be submitted
and implemented only after fulfilment of the above-indicated condition, in any
case submitting the circular of the tender offer, aimed at delisting the shares
of the Company from trading on AB NASDAQ OMX Vilnius, to the Bank of Lithuania
for approval within 20 (twenty) days after the admission of shares of the
Company to trading on the Warsaw Stock Exchange. 

On this issue of the agenda, the Board of the Company suggests setting the
price of the tender offer, aimed at delisting the shares of the Company from
trading on AB NASDAQ OMX Vilnius, according to paragraph 4 of Article 38 of the
Law of the Republic of Lithuania on Securities, in any case ensuring protection
of rights and interests of the shareholders of the Company. Taking the
above-mentioned provision into account, the tender offer price must be no less
than the average weighted market price of the shares of the Company within 6
months before the public announcement about the intention to delist the shares
of the Company from trading on AB NASDAQ OMX Vilnius. (The average weighted
market price of the shares of the Company on this regulated market in the
period from 9 October 2014 to 9 April 2015 is one euro and seventy one and a
half euro cents). 

Measures taken by the management bodies of the Company for protection of
shareholders' rights and interests 

The Board of the Company, seeking to protect rights and lawful interests of the
shareholders of the Company, suggests that the Meeting of the shareholders of
the Company take the decision to delist the Company's shares from trading on
the regulated market AB NASDAQ OMX Vilnius only after and only on the condition
that the shares of the Company are admitted to trading on the regulated market
the Warsaw Stock Exchange. This will allow ensuring liquidity of the shares of
the Company after delisting of the shares of the Company from trading on the
regulated market AB NASDAQ OMX Vilnius and will ensure protection of rights and
interests of the shareholders of the Company. 

The Company has taken and will take all measures provided for in legal acts in
order that owners of the shares issued by it have access to all necessary means
and information, giving them a possibility to exercise their rights during the
tender offer, delisting of the shares of the Company from trading on the
regulated market AB NASDAQ OMX Vilnius, as well as during SE formation and
admission of the shares of the Company to trading on the regulated market the
Warsaw Stock Exchange. The Company will provide all the information related to
these processes to the Bank of Lithuania, AB NASDAQ OMX Vilnius and other
institutions, as well as will announce such information to public, under the
procedure set by legal acts. 

Planned changes in the composition of the management bodies of the Company and
in the activities of the Company 

As it is indicated in section 1 of this notification, the Board of the Company
suggests initiating formation of the European company (SE) by way of merger by
acquisition, during which the Company will be merged to its subsidiary City
Service EU, AS. After the registration of the registered office of the European
company (SE) in Estonia, the Supervisory Board and the Board would be formed
there. The Board of the Company suggests that the persons, participating in the
management of the newly formed European company, should not change in essence
and most of the persons should be the same persons who currently hold the
offices of Board members and the Manager of the Company. The Company is not
going to change its activities or their character due to the formation of the
European company, admission of the shares of the Company to trading on the
Warsaw Stock Exchange and their delisting from trading on AB NASDAQ OMX
Vilnius. 


         Vilius Mackonis,
         Director of Marketing and Communication Department
         +370 5 239 4900