LITGRID AB (company code 302564383, registered office address Karlo Gustavo Emilio Manerheimo g. 8, Vilnius) hereby informs that on 3rd November 2022 the opinion of the Audit Committee of UAB EPSO-G on two transactions was made:
Regarding the intended management holding services purchase - sale transaction with the related party EPSO-G.
After assessing all the information provided by LITGRID AB (hereinafter - LITGRID), the Audit Committee of EPSO-G, in accordance with Article 37 (2) of the Law on Companies of the Republic of Lithuania, provides an opinion on the intended management holding services purchase - sale transaction of LITGRID with EPSO-G (hereinafter – Management holding services transaction):
The conclusion of the Management holding services transaction is in line with market conditions (services will be provided by the company that has won the tender and the applicable expert hourly rates fall within the arm's length range);
The Management holding services transaction is fair and reasonable to LITGRID shareholders who are not parties to the Transaction, as it will provide services aimed at optimizing operations and increasing efficiency through the rational use of resources managed by the EPSO-G group of companies.
The Board of LITGRID will decide on the conclusion of the Transaction on 9th November 2022.
On the opinion of the Audit Committee of UAB EPSO-G concerning the proposed transaction with a related party to AB LITGRID.
Having considered all the information provided by AB LITGRID (hereinafter referred to as LITGRID), the Audit Committee of UAB EPSO-G (hereinafter referred to as EPSO-G), in accordance with Article 372 of the Law on Companies of the Republic of Lithuania, hereby gives its opinion on the proposed transaction for the sale and purchase of a 39.6 % stake in AS TSO Holding (hereinafter referred to as TSO Holding) to be concluded by and between EPSO-G and LITGRID (hereinafter referred to as the Transaction):
(i) The conclusion of the Transaction is in line with market conditions (the sale price for 39.6 % shares in TSO Holding was determined on the basis of the independent valuation of the shares of AS Nord Pool Holding carried out in 2020 (in the transaction with AS Euronext Nordics Holding), plus a price premium of 2/2 of 2 % in order to ensure the competitiveness of the acquisition offer for the shares by LITGRID);
(ii) the Transaction is fair and reasonable in relation to LITGRID shareholders who are not party to the Transaction, as: (i.) it will ensure that LITGRID concentrates on its core business and the implementation of its strategic projects; (ii.) being a transmission system operator, LITGRID seeks to remain free from competitive exchange activities and to remain impartial towards market participants, including exchange operators; (iii.) although LITGRID will generate a 0% margin from the acquisition of TSO Holding shares from the Energinet and Fingrid transactions (as an agent-intermediary between EPSO-G and Energinet and Fingrid), LITGRID will sell its 2 % stake in TSO Holding to EPSO-G with a 2 % price premium (on top of the minimum price indicated in the offers of Fingrid and Energinet of 22.12.2021, based on the principle of calculation of the price set out in offers) and will therefore receive an additional economic-financial advantage. In addition, LITGRID will not incur any loss as a result of the Transaction activities (all reasonable costs related to the purchase and sale of TSO Holdings shares will be reimbursed by EPSO-G to LITGRID); (iv.) since LITGRID is acting on behalf of EPSO-G in this share acquisition transaction and all of the acquired TSO Holding shares will be transferred to EPSO-G at the acquisition price, together with the 306 shares held by LITGRID (which are also sold at the same price plus a price premium of 2 %), there will be no negative impact on LITGRID’s financial position as a result of the acquisition of the shares in TSO Holding and the subsequent transfer of the entire 39.6 % stake. LITGRID will receive the same 2 % price premium (additional consideration) on the disposal of its 2 % shares in TSO Holding as the seller of the majority of shares.
The individual authorized by LITGRID AB to provide additional information:
Communications project manager
phone: +370 613 19977