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