Information on the repurchase of ESO and Ignitis gamyba shares

On 18 May 2020 international energy company Ignitis Grupė started the mandatory buyout of shares of its subsidiaries Energijos skirstymo operatorius, AB (ESO) and Ignitis Gamyba, AB.

All remaining shareholders of ESO and „Ignitis gamyba“ must sell their shares to Ignitis Grupė within 90 calendar days from the public announcement about the mandatory buyout.  The last day when the shares can be sold under the mandatory buyout is 17 August.

At the time of the mandatory buyout of shares, the Company offers the prices agreed with the Bank of Lithuania for the shares, which are the same as those paid during the non-competitive tender offers. At the time of the mandatory buyout, EUR 0.880 will be paid for one ESO share, and EUR 0.640 will be paid for one „Ignitis gamyba“ share.

The buyout of ESO and „Ignitis gamyba“ shares will be conducted on the Nasdaq Vilnius tender offer market in accordance with the rules of the Nasdaq Vilnius regulated market. Shareholders may give orders for their securities account manager, and those who do not have a securities account management agreement should apply to a securities account manager of their chose for such an agreement and submit an order to sell shares during the mandatory buyout. Orders can be submitted during the entire mandatory buyout. Transactions for the sold shares will be concluded during the last day of the mandatory buyout (August 17, 2020). Completed transactions will be settled on the second day following the conclusion of the transaction.

In the case the shareholders do not sell their shares of ESO and „Ignitis gamyba“ by the end of the mandatory buyout, i.e. 17 August 2020, Ignitis Grupė, after having made payments to the deposit account of shareholders who did not sell shares, will acquire the right to apply to the court, requesting that the account managers of the shares make records on the transfer of ownership of shares to Ignitis Grupė.

Information regarding the mandatory buyout of ESO and Ignitis gamyba shares

Most important related news:

Delisting decision of 11 November 2019
Recommendation of 28 February 2020 to prepare for the IPO of “Ignitis Grupė“
Information of 17 March 2020 about the Settlement Agreement that has been entered into with the representatives of the minority shareholders
On 23 March 2020, the preparation for the IPO of “Ignitis Grupė“ has begun
On 31 March 2020, the Bank of Lithuania approved the circulars of official tender offers
On 2 April, the start of the official tender offer for shares of ESO and Ignitis gamyba
On 23 April, information regarding the end of official tender offers

For the additional information please contact:

Should you have questions, please read a FAQ section below:

I did not sell my shares during the official tender offer. Can I still do that?

Yes, all the shareholders of ESO and Ignitis Gamyba, who have not sold their shares so far, can do so during the mandatory buyout.

When will start the mandatory buyout of shares?

The mandatory buyout of shares started on 18 May 2020.

How long will last the mandatory buyout?

The mandatory buyout of shares will last 90 calendar days from the public announcement about the mandatory buyout. The last day when the shares can be sold under the mandatory buyout is 17 August 2020.

What is the price for the shares during the mandatory buyout of shares?

At the time of the mandatory buyout of shares, the Company offers the prices agreed with the Bank of Lithuania for the shares, which are the same as those paid during the non-competitive tender offers. At the time of the mandatory buyout, EUR 0.880 will be paid for one ESO share, and EUR 0.640 will be paid for one GEN share.

How much does it cost to place an order for the official offer?

The fee depends on the bank or brokerage company through which you place such order.

More information on this matter can be obtained from the bank or brokerage company through which you intend to place an order to sell the shares to “Ignitis Grupė” during the official tender offer.

Taxation of proceeds from the sale of shares

I. For an individual, who is the resident of the Republic of Lithuania (hereinafter – the LR), having sold the securities: the purchase price shall be deducted from the proceeds from the sale of securities, and the resulting gains generated on the securities, that do not exceed 120 average wages, shall be subject to the personal income tax (PIT) at a rate of 15%, and the gains that exceed 120 average wages shall be subject to the personal income tax (PIT) at a rate of 20%. These proceeds of the resident are classified as Class B proceeds, i.e. the PIT shall be calculated and paid by the resident himself/herself by submitting the annual income tax return GPM308.

An annual tax-free amount of EUR 500 may be applied to taxation of securities income, and such amount may be used by the LR individuals when submitting the annual income tax return.

II. For an individual (who is not the resident of the Republic of Lithuania) having sold the securities: such sale of securities is not an object in Lithuania, taxation is not required.

A company, having acquired securities from a foreign resident, shall declare as income of Class B in Annex U to the annual income tax return GPM312.

III. For a legal entity of the LR having sold securities: whereas the shares sold do not carry more than 10% of the votes, the General Rules for the sale or other transfer of assets shall apply – the purchase price of securities shall be deducted from the proceeds from the sale, and the resulting proceeds from the increase in the value of the assets shall be subject to the income tax (PIT) at a rate of 15%. The liabilities of taxation, payment of taxes and declaration lie with a legal entity that has sold the securities.

IV. For a foreign legal entity having sold securities: a foreign legal entity shall tax the transfer of shares of LT company in its country in accordance with the legal requirements of that country. Proceeds of a foreign entity from the sale of securities are not an object of withholding tax.

Other relevant tax information

According to Article 17(1)(30) of the Law on PIT, proceeds from the sale or other transfer of ownership of financial instruments (including securities), or from realization of derivatives, if the difference of the costs associated with their sale or other transfer of ownership does not exceed EUR 500 during the tax period, are exempt from the income tax. In other words, if the difference between the price offered by UAB Ignitis grupė to be paid for the shares and the price paid by the investor for the shares does not exceed EUR 500.

The income tax exemption of EUR 500 does not apply if the resident receives income in cases when:

I. shareholder sells or otherwise transfers ownership of shares to the unit that has issued such shares;

II. securities are deemed to have been sold in the event of liquidation of the unit;

III. shares have been received in the event of an increase in the nominal value of the shares.

What will happen if I do not sell the shares during the mandatory buyout?

By the end of the mandatory buyout, Ignitis Grupė, after having made payments to the deposit account of shareholders who did not sell shares, will acquire the right to apply to the court and demand the transfer of the ownership rights of shares .

Until the shares of the companies are delisted, shareholders also have the option to trade their shares on the stock exchange.

Many changes in energy companies have taken place over the years. How to find out how many shares and of which company I hold?

Information about changes during a merger is provided below. However, in all cases, the shareholders may check the amount of securities held only in the bank or financial brokerage company where the client's shares are held.

If you have a personal securities account, your bank or brokerage company, with which you hold this account, will provide you with information about the number of shares that you hold.

If you do not have a personal securities account, you should contact SEB Bank, which is the issuer's share account manager, by calling the number tel. (8 5) 268 2800 (Monday to Friday from 8.00 AM to 8:00 PM, on Saturdays from 9.00 AM to 6.00 PM, on Sundays from 9.00 AM to 4.00 PM) or using other contact details that can be found on the Internet website www.seb.lt.

Since 2 July 2013, I had the shares of AB Lietuvos Dujos. How many shares of ESO do I have now?

When AB Lietuvos Dujos and AB LESTO were merged into AB Energijos Skirstymo Operatorius (ESO) on 4 January 2016, 0.80871354 shares of ESO were granted for one share of AB Lietuvos Dujos.

Since 3 January 2011, I had the shares of AB LESTO. How many shares of ESO do I have now?

When AB Lietuvos Dujos and AB LESTO were merged into AB Energijos Skirstymo Operatorius (ESO) on 4 January 2016, 1,09206846 shares of ESO were granted for one share of AB LESTO.

By 3 January 2011, I had shares of AB VST. How many shares of ESO do I have now?

When AB Rytų skirstomieji tinklai and AB VST were merged on 3 January 2011, 68,20776531 shares of AB LESTO were granted for one share of AB VST.

On 4 January 2016, the shares of AB LESTO were converted into the shares of ESO (1.09206846 shares of ESO were granted for one share of AB LESTO).

By 3 January 2011, I had the shares of AB Rytų skirstomieji tinklai. How many shares of ESO do I have now?

When AB Rytų skirstomieji tinklai and AB VST were merged on 3 January 2011, 0,71150477 shares of AB LESTO were granted for one share of AB Rytų skirstomieji tinklai.

On 4 January 2016, the shares of AB LESTO were converted into the shares of ESO (1.09206846 shares of ESO were granted for one share of AB LESTO).

By 25 November 2010, I had the shares of AB Lietuvos energija. How many shares of AB ”Ignitis gamyba” do I have now?

When companies were separated on 25 November 2010, the number of the shares of AB Lietuvos Energija was reduced by a coefficient 0.5075725833.

On 19 July 2011, the name of AB Lietuvos energija was changed to AB “Lietuvos energijos gamyba”.

When companies AB “Lietuvos energijos gamyba“ (former AB “Lietuvos energija“) and AB “Lietuvos elektrinė“ were merged on 25 August 2011, 1.279736746 of new shares of AB “Lietuvos Energija“ were granted for each share of AB “Lietuvos Energijos Gamyba“.

From 5 August 2013, the name of AB “Lietuvos Energija“ was changed to AB “Lietuvos energijos gamyba“. From 6 September 2019, the name of AB “Lietuvos energijos gamyba” was changed to AB “Ignitis gamyba”.

From 19 July 2011 until 25 August 2011, I had the shares of AB “Lietuvos energijos gamyba” (former AB “Lietuvos energija”). How many shares of AB “Ignitis gamyba” do I have now?

When companies AB “Lietuvos energijos gamyba“ (former AB “Lietuvos energija“) and AB LIETUVOS ELEKTRINĖ were merged on 25 August 2011 to form AB Lietuvos energija, 1.279736746 new share of AB “Lietuvos Energija“ was granted for each share of AB “Lietuvos energijos gamyba“ (former AB “Lietuvos energija“).

From 5 August 2013, the name of AB “Lietuvos Energija“ was changed to AB “Lietuvos energijos gamyba“.

From 6 September 2019, the name of AB “Lietuvos energijos gamyba” was changed to AB “Ignitis gamyba”.

By 23 August 2011, I had the shares of AB LIETUVOS ELEKTRINĖ. How many shares of AB “Ignitis gamyba” do I have now?

When companies AB “Lietuvos energijos gamyba“ (former AB “Lietuvos energija“) and AB “Lietuvos elektrinė“ were merged on 25 August 2011, 1,372256953 of new shares of AB “Lietuvos Energija“ were granted for each share of AB “Lietuvos elektrinė“.

From 5 August 2013, the name of AB “Lietuvos Energija“ was changed to AB “Lietuvos energijos gamyba“.

From 6 September 2019, the name of AB “Lietuvos energijos gamyba” was changed to AB “Ignitis gamyba”.

Since 25 August 2011, I had the shares of AB “Lietuvos energija”. How many shares of AB “Ignitis gamyba” do I have now?

From 5 August 2013, the name of AB “Lietuvos Energija“ was changed to AB “Lietuvos energijos gamyba“.

From 6 September 2019, the name of AB “Lietuvos energijos gamyba” was changed to AB “Ignitis gamyba”.

The number of shares held by shareholders did not change as a result.