City Service - Notification on material event

NOTIFICATION OF THE SUPERVISORY BOARD AND MANAGEMENT BOARD ABOUT THE INTENTION TO DELIST THE SHARES OF THE COMPANY FROM TRADING ON THE REGULATED MARKET AB NASDAQ OMX VILNIUS

Vilnius, Lithuania, 2015-10-15 19:00 CEST (GLOBE NEWSWIRE) -- It is planned
that the extraordinary general meeting of shareholders of City Service AS,
which currently is being converted into a European public limited liability
company (Societas Europaea, SE) (hereinafter, the Company) to be held on 6
November 2015 (hereinafter, the Meeting) will 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
Supervisory Board and Management Board of the Company provide 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 Company, taking into account that the Company, acting through its
subsidiaries, has expanded its activities to and operates in Lithuania 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, currently
finalises the structural reorganisation, approved in the general meeting of
shareholders of the Company (former AB “City Service”), dated 30 April 2015,
following completion of which the Company will be converted to a European
public limited liability company (Societas Europaea, SE). 

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 Supervisory Board and
Management Board of the Company have also initiated admission of shares of the
Company to trading on the regulated market the Warsaw Stock Exchange, as this
is also foreseen in the decisions of the afore-mentioned general meeting of
shareholders, dated 30 April 2015. 

In pursuing the above-mentioned goals, after conversion of the Company into a
European public limited liability company (SE) and admission of shares thereof
to trading on the Warsaw Stock Exchange, the Supervisory Board and Management
Board of the Company suggest 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 Supervisory Board and Management Board
of the Company do 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 extraordinary general Meeting of shareholders of the Company to be
held on 6 November 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 Supervisory Board and
Management Board of the Company on this issue of the Meeting agenda, it is
suggested 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 Supervisory
Board and Management Board of the Company suggest 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 Supervisory Board and Management Board of the
Company suggest 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 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 15 April 2015 to 14 October 2015 is one euro and sixty five and
seven tenths of euro cents). 

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

The Supervisory Board and Management Board of the Company, seeking to protect
rights and lawful interests of the shareholders of the Company, suggest 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 conversion of the
Company into SE 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 items (8) and (11) of the Plan of Conversion of the
Company into a European public limited liability company (Societas Europaea,
SE) and the Draft Terms of Conversion, dated 13 August 2015, which were
approved by the general meeting of shareholders of the Company on 16 September
2015 the persons, participating in the management of the European company, will
not change and will be the same persons who currently hold the offices of
members of the Supervisory Board and Management Board. The Company is not going
to change its activities or their character due to conversion of the Company
into a European company, admission of the shares of the Company to trading on
the Warsaw Stock Exchange and delisting thereof from trading on AB NASDAQ OMX
Vilnius. 


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