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After Ignitis Group announced the redemption of the registered shares of the Energy Distribution Operator (ESO), not a single minority shareholder was surprised, as it is reminiscent of a robbery in the middle of the day.
The price was questioned
ESO has more than 5,000 minority shareholders. Under the Securities Law, even if the retailers refuse to sell the shares, they would be expropriated.
In early August, Vytautas Petras Vaitaitis, who lives in Kaunas district, filed a complaint with the Vilnius Regional Court regarding the determination of a fair share price. VPVaitaitis learned of the fact that Ignitis Group is obligated to buy ESO shares in 2020. In May. The notice said that he would be paid 0.88 euros per registered share.
“The notice also stated that if I refuse to sell the shares before the scheduled date, Ignitis Group will make payments to my escrow account and request the court to compel securities account administrators to make annotations about the transfer. of unsold shares, “VPVaitaitis said.
Jam 2002 The property was restored to nearly 3 hectares of land in Alytus, which in 1949. was expropriated. The land was divided between the heirs and VPVaitaitis received almost 1 ha. For that 1 ha, the state settled for values. Therefore, VPVaitaitis became the administrator of 36 shares of Vakarų Skirstomieji Tinklai.
2010 it was decided to merge the Eastern distribution networks and the Western distribution networks and establish the Lesto company. 2015 Lesto and Lietuvos Dujos merged to form a new limited company, ESO. For these reasons, the shares in possession were converted into LESTO AB shares and then into ESO shares, and the number of shares also changed.
VPVaitaitis informed the court that it had informed the Ignitis Group that it did not agree with the proposed reimbursement price. According to his calculations, around 2,000 would be paid for the shares owned. euros. VPVaitaitis indicated that it would agree to sell them for 8 thousand. euros.
VPVaitaitis asked the court to determine the correct price for ESO’s shares. (Photo by Justina Lasauskaitė)
“The value of that hectare of land in Alytus is 54 times higher than the ESO shares that I own. But even that is not the most important thing. Ignitis Group is a state-owned company. This means that 20 years ago the state reached a An agreement with me for the land expropriated from my grandmother, and today the state, on behalf of the Ignitis Group, will take those shares away from me, ”VPVaitaitis surprised.
Why half? The man bases such an assessment on the Bank of Lithuania report. It celebrates the plans of the company “Ignitis grupė” to spend around 21 million. ordinary registered shares. Some of them will be distributed in foreign markets in the form of international certificates of deposit. It is indicated that the nominal value of a share is 22.33 euros.
This is where VPVaitaitis puts the points that it must buy from you for 0.88 euros, and possibly sell them for 22.33 euros. The announcement by the Bank of Lithuania also states that the right of first refusal to acquire new shares is granted to existing managers and employees of Ignitis Group and former shareholders of Ignitis Production and ESO, who sold their shares during the public offering and have not filed a complaint against the public offering.
A possible obstacle is age
VPVaitaitis does not hide her resentment: her grandmother was deported to Siberia for having land. The state restored justice by recognizing and returning the lands of the grandmother, which she accepted with guarantees.
“Most of the minority shareholders received shares in circumstances similar to those I received. Most of the minority shareholders are the same age as me or my aunt, who is over 90 years old. She also owns shares in companies owned by the Group. Ignitis, “he said at eighty. “Can you tell me which person of honorable age knows about the actions they have received? Some of them have probably been passed on to descendants by inheritance law, who may not even know about them. Such actions can be considered as corruption at the state level.”
The man testified that he knew more respectable minority shareholders who were dissatisfied with the set price of ESO shares. However, people doubt that litigation makes sense and tend to wait for the outcome of the VPVaitaitis v. Ignitis Group civil case.
The man was so shocked and told the court that the Ignitis Group was in no rush to respond to the recorded statements. First, VPVaitaitis attempted to coordinate the timing of the telephone notification to familiarize itself with the documents that support the determination of the share price. But to no avail: they promised to contact him by phone, but no one called him that way.
In the end, we managed to contact and agree on the time and place of the meeting, but on the day the meeting was scheduled, ESO representatives reported by phone that the documents were available only in Vilnius, only once a week, which which then VPVaitaitis did. According to the minority shareholder, ESO also did not respond to the two statements sent in June and July.
The Bank of Lithuania is the state, the Ministry of Finance is the state, Ignitis grupė is the state. So it turns out that once the state gave way, and now it takes away the reluctant.
VP response Vaitaitis reached only on August 17. It was on this day that the deadline to sell the shares or challenge the proposed share price expired. Among other things, ESO confirmed that it had received letters previously sent by VPVaitaitis, but explained that the shares were being exchanged by Ignitis grupė, so get it, they think it was wrong here.
The man was explained that the price offered during the compulsory redemption of shares must be agreed in advance with the supervisory authority – the Bank of Lithuania. The latter set it at 0.88 euros. The Securities Law does not provide for the possibility of paying a different price for the shares, which is not agreed with the Bank of Lithuania. Therefore, VPVaitaitis expects to receive 8 thousand instead of 2 thousand shares. without a judicial decision it is not possible.
Looking for an expert
Vidmantas Martikonis, a member of the Vilnius City Council, was also sued for determining the correct share price. VPVaitaitis assures that it has communicated with V. Martikonis. Both admitted that their situations were different simply because the Vilnius Council member was Ignitis Gamas and not a minority shareholder of ESO.
Despite the fact that the politician had already filed a lawsuit in court for the determination of the fair price of the share, Ignitis grupė concluded a peace agreement with V. Martikonis, minority shareholder of the Ignitis gamyba subsidiary.
At the end of September, V. Martikonis confirmed to BNS that he had entered into a peace agreement with Ignitis Group and withdrew the lawsuit. “I withdrew the lawsuit because I don’t want to sue the redeemable shares for another five years. Also, although the redemption price of Ignitis Production shares is, in my opinion, too low and does not reflect the true value of the company, the range of Ignitis Group IPO prices are not promoted and basically satisfy me, “V. Martikonis told BNS.
VPVaitaitis thinks otherwise: “I have nothing to lose, even if I don’t earn those 2,000 euros per share.” A preparatory hearing has already been held in the civil case according to the VPVaitaitis lawsuit and the hearing date of the case has been set. Kaunas district residents who stood in front of the state giant are worried about another concern: an independent expert who would assess ESO’s share price. According to VPVaitaitis, the service of an independent expert can cost between 20 and 30 thousand. euros.
He addressed the president
ESO’s minority shareholder also noted that the rescue of the shares was carried out during the quarantine, possibly in a hurry. According to VPVaitaitis, Ignitis grupė owns about 30 companies owned by the Ministry of Finance.
“Everywhere the state: the Bank of Lithuania – the state, the Ministry of Finance – the state,” Ignitis grupė “- the state. It turns out that once the state gave, and now takes half,” smiled VPVaitaitis, who receives a disability pension of 370 euros.
Ignitis Group avoided responding to the minor shareholder’s recorded statements. (Photo by Evaldas Šemiotas)
The man wrote these complaints and sent them to President Gitan Nausėda. He even suggested that if those actions were already so necessary, that he allow it in exchange for less than an acre of land whose property was restored after his grandmother’s exile in Siberia. “My annual budget is a disability pension of 5,000 euros, and the budget of the Ignitis Group lawyers is probably close to a million public money. There is little chance of winning against such a monster,” VPVaitaitis realistically assessed his situation .
My annual budget is $ 5,000. and the budget for Ignitis Group attorneys is likely to approach one million from public funds.
The Personal Services Division of the President’s Office shared the knowledge that the Vilnius Regional Court is examining the issues raised by it regarding the rescue of the mandatory actions of the Ignitis Group. Therefore, the decision in a civil case will be made by a court.
The man also approached Attorney General Evaldas Pašilis and asked to assess whether the state’s actions to pay for the land with shares and then rescue them could show signs of corruption, abuse of power and degradation of the state’s image.
The Vilnius Police Station, which reviewed the application, refused to initiate a pre-trial investigation, arguing that the allegations in the VPVaitaitis complaint were declaratory in nature, not supported by specific factual data that would allow the claim that a crime had been committed. crime.
Commentary
Artūras Ketlerius
Head of Public Relations of the Communication Service of the Ignitis Group
Today, ESO still has more than 5,000. minority shareholders who own approximately $ 20.95 million. Share. After redemption of these shares, approximately LTL 18.44 million will be paid to shareholders. euros.
An action to rescue ESO shares will not affect other parallel proceedings as they are not directly related. The lawsuit did not affect the delisting of ESO and Ignitis Production shares from the Nasdaq Vilnius Stock Exchange. This has been done since July 1. Ignitis Production’s mandatory share redemption was also unaffected by the process, which ended on August 17. The lawsuit also did not affect Ignitis Group’s initial public offering, which ended on October 1.
2019 December 4 At the Extraordinary General Meetings of Ignitis Group Subsidiaries AB ESO and AB Ignitis gamyba, a decision was made to withdraw all ESO and Ignitis gamyba shares from the listing on the Nasdaq Vilnius Stock Exchange. These general shareholders’ meetings were called at the initiative of AB Ignitis grupė, the main shareholder of both companies, in order to ensure efficient long-term financing, which required the improvement of the equity structure.
In accordance with the Securities Law of the Republic of Lithuania, after taking the decision to withdraw the issuer’s shares from trading on a regulated market operating in the Republic of Lithuania, an official offer to buy the shares must be submitted and implemented. shares of the issuer admitted to trading on a regulated market of the Republic of Lithuania. Upon completion, the decision was made to redeem the remaining shares through a mandatory share redemption process. The price paid to shareholders during the official and mandatory offer is approved by the Bank of Lithuania.
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