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Information regarding the buyout of shares of ESO

 On 18 May 2020, Ignitis Group, an international energy company, started the mandatory buyout of shares of its subsidiary Energijos Skirstymo Operatorius (ESO).

The mandatory buyout of shares of ESO was finished on 3 November 2020. Transactions were completed on the second day following the conclusion of the transaction.

At the time of the mandatory buyout, Ignitis Group offered the prices agreed with the Bank of Lithuania for the shares, which were the same as those paid during the non-competitive tender offers. The price of EUR 0.880 per share was paid for shares of ESO.

The shares of ESO were bought from shareholders on the Nasdaq Vilnius Tender Offer Market in accordance with the rules of the regulated market of Nasdaq Vilnius.

In case the shareholders did not sell their shares of ESO by the end of the mandatory buyout term, Ignitis Goup, after having made payments to the deposit account of shareholders who did not sell shares, has the right to apply to court within 30 days from the end of the mandatory buyout of shares, requesting that the account managers of the shares make records on the transfer of ownership of shares to Ignitis Group, which it did by submitting the relevant statements to the Vilnius District Court in the autumn of 2020.

Information about the procedure of the case on the transfer of the ownership rights of ESO shares

Ignitis Group, after making payments for the remaining ESO shares of shareholders who did not sell their shares to the deposit account, in autumn 2020 submitted a statement to Vilnius District Court with a request to recognise its right of ownership of these shares.

On 2 April 2021 Vilnius District Court made a decision to approve Ignitis Group’s statement on the establishment and recognition of a fact of legal significance that the right of ownership of all unsold shares during the mandatory buyout of ESO shares are the property of Ignitis Group and obliged the shares account managers to make records of the transfer of the rights of ownership to Ignitis Group. The document of the Court’s decision announced here.

Ignitis Group believes that the Court’s decision is lawful and reasonable and that it fully complies with the requirements of legal acts. The Court allowed the decision to be enforced urgently, however, the Court’s decision may be appealed within 30 days from the moment of its adoption.

Settlement with minority shareholders

Following the decision of Vilnius District Court of 2 April 2021, managers of securities accounts on 15 April have transferred money for the shares of ESO held by minority shareholders in their personal securities accounts. Shareholders holding ESO shares in the issuer’s accounts will be transferred money after submitting a request to SEB bank.

On 15 April, managers of securities accounts made records on the transfer of ownership rights for the remaining ESO shares to the Ignitis Group and, from this day, 100% of ESO shares are held by the Ignitis Group (link).

Money for the ESO shares was transferred to ESO minority shareholders holding shares in private accounts. ESO shareholders who hold shares in the issuer’s accounts must contact SEB bank from 15 April and make a request to transfer the money for the shares to the indicated cash account:

  • SEB bank clients could do that at SEB bank branches or at SEB internet bank. It should be indicated which company’s shares must be paid for and the number of the private account to which the money should be transferred
  • Non-SEB bank customers can submit a request to transfer the money for the shares by booking a meeting time at SEB bank’s branch in advance. Persons must have an identity document at the time of the visit.

We remind you that the settlement price per one ESO share is equal to EUR 0.88. Funds for the shares will be kept in the deposit account until the final settlement with all shareholders, i.e. there is no final date when the shareholders must apply for the settlement for the shares.

Dividends for the year of 2020

The Ordinary General Meeting of Shareholders of ESO held on 30 March, 2021, adopted the resolution (link) to distribute the profit (loss) of ESO for 2020 and to allocate dividends for ESO shareholders of EUR 0.062 per share of ESO for the year of 2020. Only the persons who are shareholders at the end of the rights accounting day of the ESO's shareholders, i.e. at the end of 14 April 2021, shall have the right to receive dividends. The dividends will be paid to such persons in accordance with the provisions of Article 60 (5) of the Law on Companies of the Republic of Lithuania, i.e. within one month from the day of adoption of the decision to pay dividends, to the managers of the ESO shareholders' securities accounts through the Lithuanian branch of Nasdaq CSD SE.

Ignitis Group confirms that, notwithstanding the positive decision of the Court on the transfer of ownership to the Company, all persons who are shareholders of ESO at the end of 14 April 2021 (inclusive) will receive dividends.  

More information in case there are additional questions

All relevant information about the procedure of the case and answers to frequently asked questions will be available on the websites of the Company (link) and ESO (link).

Should you have additional questions, please contact:

regarding the payment for shares:

  • to shareholders who hold ESO shares in their personal securities account – your securities brokerage
  • to shareholders who hold ESO shares in the issuer’s accounts – SEB bank (Tel. +370 5 268 2800)

other inquiries:

 

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