Telsiai, Lithuania, 2016-08-29 08:30 CEST (GLOBE NEWSWIRE) -- Decisions of the Extraordinary General Meeting of Shareholders of AB “ŽEMAITIJOS PIENAS” (hereinafter, the Company) held on 26 August 2016 (hereinafter, the “Meeting”) are enclosed hereby. Adopted decisions are related to planned delisting of shares of the Company from trading on AB Nasdaq Vilnius and non-continuation of public offering thereof.
The Company further informs that the Company’s shareholders, who during the Meeting voted “for” the decisions to delist the shares of the Company from trading on the regulated market AB Nasdaq Vilnius and not to continue the public offering of the shares of the Company (unless the respective shareholders agree that one or several shareholders will discharge this duty on behalf of other shareholders), will under the procedure set by legal acts submit the circular of the tender offer aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius (hereinafter, the “Tender Offer”) to the Bank of Lithuania for approval and will implement the indicated tender offer. Following paragraph 3 of Article 43 of the Law of the Republic of Lithuania on Securities, during the effective term of this Tender Offer, the right, but not an obligation, to respond to the Tender Offer and to sell their shares, held as at 26 August 2016 to the offerees (offeree) will be vested in the persons, being shareholders of the Company on 26 August 2016, who voted “against” or who did not vote at the time of taking the decisions to delist the shares of the Company from trading on AB Nasdaq Vilnius and non-continuation of public offering thereof. Taking into consideration the indicated provision of the Law of the Republic of Lithuania on Securities, the offerees (offeree) will not have an obligation to buy-up the shares of the Company from other persons, who did not have the Company’s shares as at the close of 26 August 2016 and which will be acquired after this date.
After submitting the Tender Offer to buy-up the Company's shares, the shareholders will be able at their sole discretion either to respond to it and sell their shares to the offerees (offeree), or not to respond and remain shareholders of the Company. Persons that do not sell shares of the Company held by them during the effective term of the Tender Offer will remain full-fledged shareholders of the Company and will enjoy all rights carried by the shares that they have now (the voting right, the right to dividends, etc.).
In case the Tender Offer and the delisting of Company’s shares from trading on AB Nasdaq Vilnius are implemented and the Bank of Lithuania adopts the decision on not deeming the Company as the issuer, after the completion of these processes the Company will continue carrying out the activities it currently carries out as usual and no changes in the activities of the Company, which would have an effect on employees and/or shareholders of the Company, are expected. After the implementation of the indicated processes all the shareholders of the Company will further remain as owners of their shares and will be able to purchase and sell the shares of the Company, however, they will not have a possibility to purchase and sell the shares on AB Nasdaq Vilnius.
G. Keliauskas
Lawyer
+370 444 22208
