Rytu Skirstomieji Tinklai AB
Concerning reorganization of the public company Rytų Skirstomieji Tinklai and public company “VST”.
Rytu Skirstomieji Tinklai AB 11.11.2010 07:46 --------------------------------------------------------------------------- According to Law on Companies article 65, hereby it is published about the terms of reorganization of the public company Rytų Skirstomieji Tinklai and public company 'VST'. Please be informed that the draft of the terms of reorganization of the public company Rytų Skirstomieji Tinklai and public company 'VST' was considered and approved in the board meetings of the public company Rytų Skirstomieji Tinklai and public company 'VST' held on 6 September 2010. Reorganization is carried out by merger. Reorganized companies: public company Rytų Skirstomieji Tinklai (code 110870890, legal form - public company, address of the registered office: P. Lukšio g. 5B, LT-08221, Vilnius, the Republic of Lithuania, data collected and kept with the Register of Legal Entities of the Republic of Lithuania, VAT payer's code LT108708917, share issue (ISIN) code LT0000126385; hereinafter - RST) and public company 'VST' (code 110870748, legal form - public company, address of the registered office: J. Jasinskio g. 16C, LT-01112, Vilnius, the Republic of Lithuania, data collected and kept with the Register of Legal Entities of the Republic of Lithuania, VAT payer's code LT108707412, share issue (ISIN) code LT0000126377; hereinafter - VST), which are intended to be merged and on which basis after reorganization a new company is intended to be formed - AB LESTO (legal entity's code will be granted under procedure defined by legal acts of the Republic of Lithuania upon registration of AB LESTO with the Register of Legal Entities, legal form - public company, future registered address: Žvejų g. 14, LT-09310, Vilnius, the Republic of Lithuania, share issue (ISIN) code will be granted upon registration of the issue of LESTO shares with the Central Securities Depository of Lithuania; hereinafter - LESTO). The Companies ceasing to exist after reorganization: RST and VST. Decision on approval of reorganization of RST and VST, approval of reorganization terms thereof and other related issues shall be adopted by the general meetings of shareholders of RST and VST under procedure defined by legal acts of the Republic of Lithuania. After reorganization, a new company LESTO will be incorporated and commence its activities. LESTO, after its registration with the Register of Legal Entities, will immediately apply under procedure defined by legal acts for issue of the electricity distribution licence and public electricity supplier's licence (the 'Licences'). LESTO will take over all long-term and current assets of RST and VST, as well as long-term and current financial and other liabilities, amounts receivable and amounts payable under agreements concluded by RST and VST, or obligations arising on any other grounds. LESTO will also take over all other rights and obligations of RST and VST under transactions and obligations arising on any other grounds (including the rights and obligations under collective agreements and employment contracts concluded, funds of RST and VST in bank accounts, agreements with new and existing electricity consumers, electricity generators, independent suppliers and providers of goods, services and/or works, as well as rights and obligations arising from other documents concluded by RST and VST (technical conditions, design conditions, etc.), except for the rights and obligations of RST and VST which pursuant to imperative provisions of law of the Republic of Lithuania are prohibited or may not be assigned to other person during reorganization. LESTO will also take over all the rights to the licences, permits and certificates used by RST and VST, if legal acts provide for the possibility of such assignment of rights (hereinafter the abovementioned assets, rights and obligations that are taken over by LESTO are referred to as the 'Transferred assets, rights and obligations'). The Transferred assets, rights and obligations and all the transactions of RST and VST will be included in the accounting of LESTO until the moment when LESTO acquires the Licences and these Licences become effective (the 'Date of Transfer'). When the date of entry of Licences into effect becomes known, as at the Date of Transfer (i.e. on a respective day until the date of entry of Licenses into effect) separate deeds of transfer and acceptance of the Transferred assets, rights and obligations will be signed between LESTO and RST, and LESTO and VST. The reorganization terms, the draft articles of association of LESTO - the company to be active after reorganization, sets of financial accounts and annual reports of RST and VST over the last 3 financial years, interim financial statements of RST and VST executed as of 30 June 2010, report on assessment of reorganization terms and reports of RST and VST boards on the intended reorganization, will be available in the new premises of RST and VST (in which LESTO will also run its activities after reorganization), Žvejų g. 14, Vilnius, the Republic of Lithuania, on working days from 7.30 till 11.30 and from 12.15 till 16.30 (on Fridays till 15.15). The said information and documents will also be publicized under procedure prescribed for announcement of regulated information and will be made publicly available in the companies' websites www.rst.lt and www.vst.lt as well as in the website of AB NASDAQ OMX Vilnius Stock Exchange http://www.nasdaqomxbaltic.com and in the Central Regulated Data Base www.crib.lt Arvydas Tarasevičius General Director This notice is deemed non-confidential. Department of marketing and communication Kristina Mažeikytė, tel. 8 5 2514500 News Source: NASDAQ OMX 11.11.2010 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Rytu Skirstomieji Tinklai AB Lithuania Phone: Fax: E-mail: Internet: ISIN: LT0000126385 WKN: End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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