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On the decision of AB “Ignitis grupė” Management Board regarding the acquisition of own ordinary registered own shares

Written by Customer Service on . Posted in Mergers And Acquisitions.

AB “Ignitis grupė” (hereinafter – the Group) informs that on 13 April 2021 the Management Board of the Group (hereinafter – the Management Board), according to the resolution of the Ordinary General Meeting of Shareholders of 29 March 2022 (link), adopted a decision to execute the acquisition of ordinary registered shares of the Group (ISIN code LT0000115768, hereinafter – ORS), with a nominal value of EUR 22.33, and the it’s conditions:

  1. ORS acquisition shall be executed through AB “Nasdaq Vilnius” stock exchange auction for tender offers and purchase of own shares with AB SEB Bankas acting as an intermediary;
  2. ORS acquisition period: 19 April 2022 – 27 April 2022 (inclusive)1;
  3. ORS purchase price: EUR 15.30 per ORS (the price corresponds to the price range approved by the Ordinary General Meeting of Shareholders of 29 March 2022 (link));
  4. the maximum number of ORS to be acquired: 651,554 shares;
  5. total maximum price for ORS acquisition: EUR 9,968,776.20 (does not exceed the amount of a reserve formed by the Ordinary General Meeting of Shareholders on 29 March 2022 (link) for the acquisition of own ORS);
  6. should ORS bids exceed the maximum number of ORS to be acquired, all ORS bidders shall have the number of their offered ORS reduced proportionally;
  7. settlement date: 29 April 2022.

1 We note that the requirements of Article 19 (11) of the Market abuse regulation (EU) No 596/2014 regarding the closed period do not apply to acquisition of own ORS. Additionally, despite the fact that the acquisition of own ORS will occur during the closed period, all decisions regarding the acquisition of own ORS have been made and disclosed before the start of the closed period (i.e., before 19 April 2022) and in accordance with the procedure set out in legal acts. The acquisition will be performed during the established period because of contractual obligations with the stabilisation manager, i.e., the holding period of stabilised securities until 1 July 2022 (link).

Market participants who want to sell the ORS they own to the Group before the end of the acquisition term should submit an order through the bank or financial broker where they have a personal securities account open to sell the ORS they own to the Group. The owners of Global Depositary Receipts representing the ORS (hereinafter – GDR) who want to participate in the ORS auction, should convert the GDR they own to ORS through their securities manager and then submit an order to sell their ORS to the Group. GDR owners should take into account the specifics of legal regulation of the derivatives they own as well as market differences. Both the ORS and the GDR owners must consult their securities manager regarding all questions.

The Group reminds that the purpose of the ORS acquisition is the reduction of share capital by annulling the ORS acquired by the Group in relation to the stabilization of shares that occurred after the initial public offering of 5 October 2020 (hereinafter – IPO). During the stabilization, 10.0% (1 999 999 units) of the newly issued securities by the Group was acquired by stabilization manager (or 2.7% of total Group’s securities). The majority of stabilized securities (1,243,243 units) were acquired by the Group in December 2021 during the acquisition of own ORS and with this acquisition the Group intends to acquire the remaining part of it. You can find more information about it on the pages 7–8 of the notification on the convening of the General Meeting of Shareholders of 8 March 2022 (link). Accordingly, the Group notices that the OSR acquisition price does not reflect the Group’s view on its fair value.

The ORS acquisition will ensure that shareholders of the Group receive higher returns per ORS and will result in a positive financial effect for the Group because as its current ORS market price is lower compared to IPO offer price (EUR 22.50).

It must be noted that in order to reduce the share capital of the Group by annulling the ORS, a separate resolution of the General Meeting of Shareholders must be adopted. The Group will inform about further actions according to the procedure set out in legal acts.

For additional information please contact: 

Communications
Artūras Ketlerius 
+370 620 76076 
arturas.ketlerius@ignitis.lt 

Investor relations
Ainė Riffel-Grinkevičienė 
+370 643 14925 
aine.riffel-grinkeviciene@ignitis.lt 

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