On 20 October 2014, the Register of Legal Persons of the Republic of Lithuania registered a new wording of the By-laws of TEO LT, AB (hereinafter TEO or “the Company”) and reduced to 582,613,138 litas the authorised capital of the Company, which consist of 582,613,138 ordinary registered shares of 1 litas par value each.
On 29 April 2014, the Annual General Meeting of Shareholders of TEO LT, AB (code 121215434, registered address: Lvovo str. 25, Vilnius, Lithuania) decided to reduce the Company’s authorized capital from 776,817,518 litas to 582,613,138 litas (decrease by 194,204,380 litas) and accordingly to amend the By-laws of the Company to specify the reduced amount of the authorised share capital – 582,613,138 litas.
The purpose of reduction of the Company’s authorized capital – payment of the Company’s funds to all shareholders in proportion to the nominal value of shares owned by the proprietary right by the shareholder.
The Company’s authorized capital is reduced by way of cancelling of the Company’s shares with the nominal value equal to the reduction amount indicated above, i.e. 194,204,380 litas.
The Company submitted an application to the Lithuanian Central Depository of Securities to amend TEO LT, AB securities’ (ISIN code LT0000123911) issue registration account by cancelling 194,204,380 ordinary registered shares.
Upon reduction of authorised capital, i.e. upon cancellation of 194,204,380 ordinary registered shares, the number of the Company’s shares that provide voting rights during the General Meeting of Shareholders is 582,613,138.
Shares due to reduction of authorized capital pro rata to the nominal value of shares held by proprietary right will be cancelled to all shareholders who at the end of the day of registration of amended due to reduction of authorized capital By-Laws of the Company at the Register of Legal Entities, i.e. on 20 October 2014, will be shareholders of TEO LT, AB.
The number of shares attributable to the shareholders, who at the end of the day of registration of amended Company’s By-laws, i.e. on 20 October 2014, held more than one share, is calculated by multiplying the number of shares, held by the shareholder at the end of the day of registration of amended Company’s By-laws, i.e. 20 October 2014, by the ratio of 0.749999999 and rounding off in the following order:
1) if the fractional part of the number of shares is equal to 0.5 or more – the number of shares shall be rounded up to the whole number;
2) if the fractional part of the number of shares is less than 0.5 – the number of shares shall be rounded down to the whole number.
The Shareholders, that under the rules on share exchange stipulated above after rounding off are attributed the number of shares lesser than one, maintains one share of the Company.
Following the Listing Rules of NASDAQ OMX Vilnius stock exchange trading in TEO LT, AB shares in NASDAQ OMX Vilnius stock exchange shall resume on the day of adjustment of the general financial instruments account at the Central Securities Depository of Lithuania.
Funds due to reduction of authorized capital will paid to the shareholders who at the end of the tenth business day following the day of the Annual General Meeting that adopted a decision on reduction of authorized capital, i.e. on 14 May 2014, were the shareholders of TEO LT, AB.
The Law on Companies of the Republic of Lithuania provides that settlement with the shareholders after reduction of authorized capital due to payout of the fund of the Company shall be made only in cash.
Funds due to reduction of authorized capital, i.e. 0.25 litas (0.072 euro) per share of TEO LT, AB held on 14 May 2014, will be paid out starting from 17 November 2014 in the following order:
- to the shareholders, whose TEO LT, AB shares are accounted by a financial brokerage company or credit institutions, which provide securities accounting services, the funds will be transferred to the shareholders’ accounts held with a respective financial brokerage company or credit institution;
- to the shareholders, whose TEO LT, AB shares on behalf of the Company are accounted by the authorized custodian AB SEB Bank, the funds will be transferred to the shareholders’ accounts with AB SEB Bank or the accounts with any other Lithuanian commercial bank as indicated by the shareholders.
As authorized capital of TEO LT, AB was formed by contribution of owners/shareholders and was not increased from the Company’s funds (profit, reserves or share premiums) the funds paid to the shareholders due to reduction of the authorized capital are not subject to withholding income (profit) tax.
For additional information on payout of the funds please contact AB SEB Bank by phone +370 5 268 1528.
ENCL.: The By-laws of TEO LT, AB registered on 20 October 2014.
Darius Džiaugys,
Head of Investor Relations,
tel. +370 5 236 7878
