Vilnius, Lithuania, 2010-12-21 17:52 CET (GLOBE NEWSWIRE) -- We hereby inform that during the meeting of the Management Board of LITGRID Turtas AB held on December 20, 2010 and during the meeting of the Management Board of LITGRID AB, held on December 20, 2010, the Management Boards of the aforementioned companies discussed and approved the draft reorganization conditions of LITGRID Turtas AB and LITGRID AB (hereinafter – the Reorganization Conditions). The draft Reorganization Conditions were prepared by the Management Boards of LITGRID Turtas AB and LITGRID AB, following the resolution of the extraordinary general shareholders meeting held on December 17, 2010 and the resolution of the sole shareholder of LITGRID AB, dated December 17, 2010.
The company, participating in the reorganization: LITGRID Turtas AB (legal entity code – 302564383, legal status – public company, registered address: A. Juozapavičiaus g. 13, Vilnius, the Republic of Lithuania, data about the company are collected and stored at Registrų Centras VĮ, Vilnius Branch, Legal Entities Registration Division, VAT payer code LT100005748413, authorized capital – LTL 504,331,380, paid authorized capital – LTL 504,331,380, shares issue (ISIN) code LT0000128415 which subsequent to the reorganization will continue its activity as a legal entity and will take over all assets, rights and duties of LITGRID AB.
The company under reorganization: LITGRID AB (legal entity code – 302449655, legal status – public company, registered address: A. Juozapavičiaus g. 13, Vilnius, the Republic of Lithuania, data about the company are collected and stored at Registrų Centras VĮ, Vilnius Branch, Legal Entities Registration Division, VAT payer code LT100005013315, authorized capital – LTL 9,747,612 paid authorized capital – LTL 9,747,612,shares issue (ISIN) code LT0000128365 which subsequent to the reorganization will terminate its activity as a legal entity and will be merged with LITGRID Turtas AB.
Based on the reorganization conditions LITGRID Turtas AB and LITGRID AB are under reorganization following the Civil Code of the Republic of Lithuania, Article 2.97, Part 3 by way of merger, merging LITGRID AB, which, subsequent to the reorganization, will terminate its activity as a legal entity, with LITGRID Turtas AB, which, subsequent to the reorganization, will continue its activity and to which, subsequent to the reorganization, will be transferred all assets, rights and duties of LITGRID AB.
The reorganization, stipulated in the Reorganization Conditions, will be performed provided that, under procedure established by the legal acts of the Republic of Lithuania, during the general shareholder meetings of LITGRID Turtas AB and LITGRID AB resolutions are adopted regarding the reorganization of LITGRID Turtas AB and LITGRID AB by way of merger, approval of Reorganization Conditions and other related issues.
The assets, rights and duties of LITGRID AB, which subsequent to the reorganization will terminate its activity, will be transferred to LITGRID Turtas AB, which subsequent to the reorganization will continue its activity, under terms, conditions and procedure stipulated in the Reorganization Conditions, in accordance with a respective transfer and acceptance act or transfer and acceptance acts (hereinafter – the Transfer and Acceptance Act), from the moment of signing of such Transfer and Acceptance Act and from the moment of signing of the Transfer and Acceptance Act will be deemed assets, rights and duties of LITGRID Turtas AB. It is scheduled that the Transfer and Acceptance Act should be made and signed on a specified day until the date when electricity transmission license, granting the right to perform the activity of electricity transmission, which during the reorganization procedure until unregistration of LITGRID AB from the register of legal entities of the Republic of Lithuania, under procedure established by legal acts, should be received by LITGRID Turtas AB, comes into effect (which should not be later than July 31, 2011). From the moment of signing of the Transfer and Acceptance Act, assets, rights and duties of LITGRID AB, as well as rights and duties under transactions and made transactions are transferred to LITGRID Turtas AB and will be deemed assets, rights and duties and made transactions of LITGRID Turtas AB and all transactions of LITGRID AB will be included into book-keeping of LITGRID Turtas AB.
The shareholders and creditors of LITGRID Turtas AB and LITGRID AB have a right to familiarize themselves with (i) the Reorganization Conditions (including their all attachments); (ii) revised draft Articles of Association of LITGRID Turtas AB; (iii) a set of financial statements and annual report of LITGRID AB of the last and the most recent financial year; as well as (iv) sets of interim financial reports of LITGRID Turtas AB and LITGRID AB, made on November 30, 2010. The aforementioned documents are made available from the day of release of this notice until the forthcoming general shareholders meetings of LITGRID Turtas AB and LITGRID AB, whereby a resolution will be adopted regarding the reorganization of LITGRID Turtas AB and LITGRID AB, approval of the Reorganization Conditions and other related issues and which will be communicated under procedure established by legal acts of the Republic of Lithuania, at the premises of LITGRID Turtas AB, address A. Juozapavičiaus g. 13, Vilnius, the Republic of Lithuania and A. Juozapavičiaus g. 13, Vilnius, the Republic of Lithuania, Monday to Thursday from 7:30 AM to 4:30 PM, Friday from 7:30 to 15:15 PM. The reorganization conditions (including their all attachments) are also published on the websites of NASDAQ OMX AB, Vilnius stock exchange - www.nasdaqomxbaltic.com and LITGRID Turtas AB and LITGRID AB – www.litgrid.eu.Should any questions related to the reorganization arise, please address: Daiva Garbaliauskaitė, Head of Law Division, phone (8 5) 2782243.
Jūratė Kavaliauskaitė
Head of Communications
Tel. +370 619 62019
E-mail:jurate.kavaliauskaite@lpc.lt
