Please be informed that aiming to dully finalise the cross-border merger of AB
“City Service” and City Service EU AS (the name of the company after the merger
shall be City Service AS) (hereinafter, the “Merger”), it was applied to AB
NASDAQ OMX Vilnius regarding suspension of trading in shares of AB “City
Service” as from 3 August 2015 (inclusive). All the orders for acquisition or
transfer of shares of AB “City Service” provided until this date shall be
executed following the procedure of the applicable legal acts.
It is requested that the trading in shares of AB “City Service” was suspended
until the day, when the Articles of Association of City Service AS are
registered with the Commercial Register of Estonia and the necessary actions
are executed for listing of shares of City Service AS to trading on AB NASDAQ
OMX Vilnius.
Aiming to assure the rights and legitimate interests of shareholders of AB
“City Service”, also the continuity of listing of company's shares on the
regulated market, providing the possibility for the shareholders to duly
realise the rights attached to their held shares, the company will take all the
actions so that the trading in shares of City Service AS would be resumed as
soon as possible.
It is intended to provide the documents regarding finalisation of the Merger to
the Commercial Register of Estonia on or about 5 August 2015. Following the
registration of the new Articles of Association of City Service AS with the
Commercial Register of Estonia, the Merger will be finalised, and all the
assets, rights and liabilities of AB “City Service” will be taken over by City
Service AS, and the shareholders of AB “City Service” will become the
shareholders of City Service AS.
Accordingly, following the requirements of the applicable Estonian legal acts,
it will have to be applied to the Central Securities Depository of Estonia
regarding registration of the change of the nominal value and number of shares
of City Service AS on or about 4 August 2015 (one business day prior to
application to the Commercial Register of Estonia). For the purposes of change
of shares of AB “City Service” to shares of City Service AS the Central
Securities Depository of Estonia will have to be provided, among other
documents, the list of shareholders of the company concluded at a close of the
indicated day, according to which all the shareholders of the Company will
become the shareholders of City Service AS. For this reason the Company has
applied to AB NASDAQ OMX Vilnius for suspension of trading in Company's shares,
so that on the needed date the shareholders of the Company would be fixed,
which will become the shareholders of City Service AS on the day of completion
of the Merger.
Following completion of the Merger AB “City Service” will be dissolved without
going into liquidation and City Service AS will continue the activities and
will be the legal successor of AB “City Service”, i.e. the company resulting
from the Merger.
On the Merger date each shareholder of AB “City Service” will hold the same
number of shares in City Service AS that it had held in AB “City Service” until
the Merger.
On the Merger date the authorized capital of City Service AS will be the same
as it was of AB “City Service”, the company which will cease to exist after the
Merger - EUR 9,483,000, which will be divided into 31,610,000 ordinary
registered shares with the nominal value of EUR 0.30 each; ISIN code of shares
will be EE3100126368.
The supervisory board and the management board of City Service AS, which will
continue after the Merger will not been changed - Andrius Janukonis (Chairman),
Gintautas Jaugielavičius and Artūras Gudelis will continue operating as members
of the supervisory board of the company and Jonas Janukėnas - as the member of
the management board.
Vilius Mackonis,
Director of Marketing and Communication Department
+ 370 5 239 4900