AB PST Group (hereinafter, the “Company”), taking into consideration that:
(i) at the extraordinary general meeting of shareholders of the Company, to be held at 10:00 a.m. on 30 June 2025, being convened at the initiative and decision of the Board of the Company, it is intended to consider the issue to delist all the outstanding shares of the Company from trading on the regulated market AB Nasdaq Vilnius (hereinafter, the “Meeting”);
(ii) in its notification about the intention to delist the shares of the Company from trading on the regulated market AB Nasdaq Vilnius the Board of the Company, among other things, recommended to its shareholders, who intend to vote “for” the decision do delist the shares of the Company from trading on the regulated market AB Nasdaq Vilnius, to provide their draft resolutions on the items of the agenda of the Meeting;
(iii) on 28 May 2025 the shareholder of the Company AB “HISK” (hereinafter, the “Shareholder”) has provided to the Company the draft decisions of the Meeting, which were announced by the Company;
(iv) on 9 June 2025, the Shareholder provided one more letter with new draft resolutions of the agenda items of the Meeting (hereinafter, the “New Draft Resolutions”), whereby, taking into consideration the circumstances, indicated in the letter, offers to the Meeting to foresee higher price of the tender offer aimed at delisting the shares of the Company from trading on the regulated market AB Nasdaq Vilnius than it was offered by the draft decisions, provided on 28 May 2025 (EUR 0.760 instead of EUR 0.735),
hereby announces the following New Draft Resolutions for the Meeting, proposed by the Shareholder:
1. Delisting of shares of the Company from trading on the regulated market AB Nasdaq Vilnius.
Draft resolution:
1.1. To initiate delisting of all the outstanding shares of the Company and to delist them from trading on the regulated market AB Nasdaq Vilnius.
1.2. Although Article 33(7) of the Law of the Republic of Lithuania on Securities foresees that the shareholders, who voted “for” the decision to delist the shares of the company from trading on the regulated market are obliged to submit the tender offer aimed at delisting the shares of the company from trading on the regulated market, however, aiming to provide the shareholders with a possibility to vote “for” this decision without gaining the obligation to submit the tender offer and still maintaining the right to participate in the tender offer and also further maintaining the right to sell the shares held in the Company during the tender offer, to establish that:
- only the shareholder of the Company AB “HISK”, having voted “for” the decision to delist the shares of the Company from trading on the regulated market AB Nasdaq Vilnius, 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 to the Bank of Lithuania for approval and will implement the indicated tender offer for the price, established following the principles, indicated in item 1.3 hereof;
- during the effective term of this tender offer, the right, but not the obligation, to sell the shares will be vested in all the shareholders of the Company, except for AB “HISK”;
- the decisions of this general meeting of shareholders of the Company regarding delisting of shares of the Company from trading on the regulated market AB Nasdaq Vilnius and regarding submission and implementation of the related tender offer is valid only if the price of the tender offer is not higher than established by the decision 1.3 of this meeting.
1.3. The price of the tender offer aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius will be set in accordance with item 1 of paragraph 1 of Article 29 of the Law of the Republic of Lithuania on Securities, which is EUR 0.553, adding 37,5% premium to the fair price, established under these principles, i. e., to set that the tender offer price shall be EUR 0.760 for single share of the Company.
2. Authorizing the manager of the Company.
Draft resolution:
To authorise and oblige the Manager of the Company (General Manager) with the right to delegate, after the relevant Company’s shareholders shall implement the tender offer aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius, to carry out necessary actions and to submit necessary documents to AB Nasdaq Vilnius on delisting of the shares of the Company from trading on this regulated market.
Upon request of the Shareholder, taking into consideration that all the New Draft Resolutions, comply with the drafts, provided on 28 May 2025, only except item 1.3 of the draft resolution, according to which the offered Tender Offer price is increased from EUR 0.735 to EUR 0.760, wherefore the conditions of all the minority shareholders of the Company are being improved during the tender offer (and it would be not beneficial for them to vote for the draft decision dated 28 May 2025 with the lesser price), the Company provides the Meeting for voting with only the New Draft Resolutions, presented by the letter of the Shareholder, dated 9 June 2025, indicated above.
The Company also informs that its Management Board does not have and will not provide any alternative draft resolutions to the Meeting on its agenda items.
ATTACHED:
- Letter of the shareholder AB “HISK” regarding provision of New Draft Decisions of the Meeting.
- General voting ballot.
For more information:
Tomas Stukas
Managing Director of AB PST Group
Tel.: +370 618 21360
Attachments
- AB HISK Rastas II (del sprendimu projektu pateikimo) (LT-EN)
- General ballot paper 2025-06-30 (updated)_EN
