Elektrėnai, Lithuania, 2011-05-12 10:00 CEST (GLOBE NEWSWIRE) -- The joint-stock company LIETUVOS ENERGIJA (legal entity code – 220551550, legal form – public limited liability company, registered office at Elektrinės g. 21, Elektrėnai, Republic of Lithuania, whose data are collected and stored in the Registration Division of Legal Entities of Vilnius Branch of the State Enterprise Centre of Registers, VAT payer code LT 205515515, share issue (ISIN) code LT0000117681) (hereinafter referred to as the Company) hereby informs that on 11 May 2011, the Board of the Company considered and approved the Draft of the Reorganisation Conditions of the Company and the joint-stock company LIETUVOS ELEKTRINĖ. The Company produced the Draft of the Reorganisation Conditions in compliance with the resolution of the extraordinary general shareholders’ meeting of the Company as of 19 January 2011.
On the basis of this Draft of the Reorganisation Conditions of the Company and the joint-stock company LIETUVOS ELEKTRINĖ, the Company and the joint-stock company LIETUVOS ELEKTRINĖ (hereinafter referred to as the Companies) are reorganised by the way of merge prescribed in Paragraph 4 of Article 2.97 of the Civil Code of the Republic of Lithuania, by merging the Companies under reorganisation (which, after the reorganisation, will terminate their activities as legal entities) into Lietuvos energija, AB. The latter company will start its activities after the reorganisation and will takeover all property, rights and obligations of the Companies under reorganisation, i.e. a new legal entity will emerge and continue the activities of the Companies, which will seize to exist. This new legal entity will be Lietuvos energija, AB (the legal entity code will be awarded after the company is registered with the Register of Legal Entities in compliance with the procedure established by the legal acts of the Republic of Lithuania, the company’s legal form will be of a public limited liability company, the future address of the company – Elektrinės g. 21, Elektrėnai, Republic of Lithuania, issue emission code (ISIN) will be awarded after the registration of the share issue of Lietuvos energija, AB in the Secondary Securities Depository of Lithuania) (hereinafter referred to as Lietuvos energija, AB).
After the reorganisation the following companies will seize to exist – the Company and the joint-stock company LIETUVOS ELEKTRINĖ.
The merge of the companies will be implemented after the general shareholders’ meetings of the Companies will take a decision regarding the merge of the Companies, the approval of the merge conditions and other related questions in compliance with the procedure established in the laws of the Republic of Lithuania.
Lietuvos energija, AB will take over all current and fixed assets, current and fixed liabilities, amounts receivable and payable as per Companies’ agreements and other obligations arousing on other grounds. Lietuvos energija, AB will also take over all other rights and obligations of the Companies as per transactions as well as other rights and obligations arousing from other documents produced by the Companies (technical specifications, design specifications, etc) except for the Companies’ rights and obligations, which cannot be delegated to other persons during the reorganisation in compliance with mandatory legal norms of the Republic of Lithuania. Lietuvos energija, AB will also take over all rights to licences, authorisations and diplomas used by the Companies (hereinafter referred to as the Licences) if legal acts provide for such a possibility of delegating rights (hereinafter the above property, rights and obligations to be taken over by Lietuvos energija, AB will be referred to as the Property, rights and obligations under transfer). The property, rights and obligations under transfer and all transactions of the Companies will be included into the accounting of Lietuvos energija, AB until the moment Lietuvos energija, AB acquires the Licences and until the Licences take effect (hereinafter referred to as the Date of Transfer). After the effective date of the Licences is announced, separate acts of transfer and acceptance of the Property, rights and obligations under transfer between Lietuvos energija, AB and the Companies will be signed on the Date of Transfer (i.e. on a respective date before the effective date of the Licences).
The companies’ reorganisation conditions (including all annexes), the draft Articles of Association of Lietuvos energija, AB, which will continue its activities after the merge, the Companies’ sets of financial statements and annual reports for the last three financial years, the assessment report of the reorganisation conditions and the report on the prospect reorganisation produced by the Board of the Company will be available from 12 May 2011 to the date of the general shareholders’ meeting of the Company, which will decide on the approval of the Companies’ reorganisation conditions and other related questions, and which will be announced about in compliance with the procedure established in the legal acts of the Republic of Lithuania, Monday through Friday from 7.30 a.m. to 4.30 p.m., and Friday from 7.30 a.m. to 15.15 p.m., at the following address: Elektrinės g. 21, Elektrėnai, Republic of Lithuania. The Companies’ reorganisation conditions and other documents related to the reorganisation will be announced at the Stock Exchange of the Republic of Lithuania NASDAQ OMX and on the Companies’ websites www.le.lt and www.lelektrine.lt
Jūratė Kavaliauskaitė
Head of Communications
Tel. +370 619 62019
E-mail:jurate.kavaliauskaite@lpc.lt.
