Reason for Sale
In order to implement unbundling of the activities in the natural gas sector, the European Commission recommended National Commission for Energy Control and Prices to certify AB Amber Grid as the transmission system operator on the condition that all shares of UAB LITGAS controlled by AB Klaipedos Nafta (hereinafter – the Company) would be transferred. The Board of the Company, taking into account the above considerations, decided to organize the sale of company-owned shares of UAB LITGAS. In order to guarantee objective and transparent sale of the shares of UAB LITGAS controlled by the Company, as well as to ensure maximum benefit to the Company and all its shareholders, the Company is planning to execute share sale by carrying out public procedures (i.e. public offering for the participants of the market). On 21 May 2015 the Company publicly announced an invitation for the interested investors to acquire shares of UAB LITGAS controlled by AB Klaipedos Nafta. Hereby the Company once again invites interested potential buyers to submit primary non-binding applications by expressing an interest to participate in the purchase of shares.
Number for Shares
Currently the Company owns 33.3% of the UAB LITGAS shares, the rest 66.7% is owned by “Lietuvos energija”, UAB. UAB LITGAS shares controlled by the Company (1/3 of the authorized capital) consists of 15 000 000 ordinary shares of 0.29 euros of nominal value each. Potential buyers can purchase only the total number of the proposed shares (number of shares is indivisible).
Activity of UAB LITGAS
UAB LITGAS is natural gas supply and trading company, whose main activity is the supply of natural gas via Klaipeda liquefied natural gas (LNG) terminal, necessary for the minimum continuous operation of the terminal. UAB LITGAS is operating after winning the competition organized by the Ministry of Energy and was approved as a designated supplier for 5 (five) years period. As the designated supplier UAB LITGAS is a company of strategic importance to the national security.
In addition to the activity of the designated supplier, UAB LITGAS also plans to become a competitive player in the market of region’s natural gas and LNG supply, by engaging in the growing bunkering activities – LNG supply as fuel to vessels. The company has signed non-binding LNG trade agreements with 15 global suppliers, which together provide more than half of the world’s LNG. These agreements provide opportunities to UAB LITGAS for the fast purchase of the gas at the international spot markets.
Considering public notice of “Lietuvos energija”, UAB, the shareholder of UAB LITGAS, announced on 5 May 2015, “Lietuvos energija”, UAB plans to reorganize UAB LITGAS by merging it to UAB “Lietuvos dujų tiekimas” . On 29 December 2015 UAB LITGAS announced that “Lietuvos energija”, UAB postpones the planned merger of UAB LITGAS to UAB “Lietuvos dujų tiekimas” . The companies are expected to be merged in the middle of 2016.
Requirements for the Potential Buyers
According to the Article 11.2 of the Law of the Republic of Lithuania on liquefied natural gas terminal, UAB LITGAS is a company of strategic importance to the national security. Due to this the potential buyers of the shares would have to meet the requirements of the Law on Enterprises and Facilities of Strategic Importance to National Security and Other Enterprises Important to Ensuring National Security, and their compliance with the national security interests will be evaluated by the Commission for the evaluation of compliance of potential buyers to the national security interests (Commission) which shall be formed by the Government of the Republic of Lithuania. Potential buyers must submit the agreement to be inspected by the Commission and the documents set in the Commission’s Rules of Procedure . If a potential buyer refuse to give consent to be inspected and / or the necessary documentation, such potential participant loses the right to participate in the purchase of UAB LITGAS shares. Potential buyers, who comply with the requirements of the above mentioned law on a day of submission of non-binding applications and provide documents evidencing the compliance, shall not be examined additionally.
Following the unbundling requirements of the activities in the energy sector, the potential buyer cannot be a company which is directly or indirectly controlled by the Ministry of Energy. The potential buyer shall also meet the requirements of unbundling set forth in the Section 8 of the Law on Natural Gas. Together with a non-binding application potential buyer must submit evidence substantiating its compliance with the abovementioned requirements.
Company, UAB LITGAS and “Lietuvos energija”, UAB have signed a shareholders agreement, therefore the potential buyer who offers the highest price and wins the tender, will take over the rights and obligations of the Company set forth in the shareholders agreement. This agreement will be available for a potential buyer after the compliance to the requirement set in the Law on Enterprises and Facilities of Strategic Importance to National Security and Other Enterprises Important to Ensuring National Security is performed and confidentiality commitment is signed.
It is also necessary to note that in case a potential buyer, which is not directly or indirectly controlled by the Republic of Lithuania, offers the highest price for the shares of UAB LITGAS, current existing shareholder “Lietuvos energija”, UAB will have a preferential right to acquire the shares for that price.
Acquisition of the Shares
Currently the evaluation of shares is in progress. Evaluation of the shares will be performed by an independent assessor who has experience and a valid license for provision of the services. Potential buyers who have submitted applications to participate in the procurement of the shares and proved their compliance with the requirements of the Law on Enterprises and Facilities of Strategic Importance to National Security and Other Enterprises Important to Ensuring National Security, have signed confidentiality obligations and have become familiar with UAB LITGAS shares’ evaluation report and the shareholders agreement, will be invited to provide price proposals. The Company plans to sell the shares of UAB LITGAS for not less than a price stated in a report of the independent property assessor.
Application Terms and Deadline
Potential buyers are invited to submit a free-form non-binding applications by 8 April 2016, to Baltijos av. 40, Klaipeda or via e-mail firstname.lastname@example.org. If you have any questions, you can contact us by phone +370 616 56902.
Relevant Documents of UAB LITGAS
Appendixes to the invitation:
Copies of UAB LITGAS financial statements of 2013 and 2014 (in Lithuanian), can be found at http://litgas.lt/apie-mus/ataskaitos/
 Further information (in Lithuanian): http://www.le.lt/index.php/naujienos/pranesimai-spaudai/litgas-ir-lietuvos-duju-tiekimas-jungiami-i-viena-imone/1547
 Further information (in Lithuanian): http://www.litgas.lt/atidedamas-lietuvos-duju-tiekimo-ir-litgas-sujungimas/
 Resolution No. 1540 of the Government of the Republic of Lithuania, dated 25 November 2009, Concerning Forming of the Commission for Assessment of Conformity of Potential Participants of Enterprises of Strategic or Considerable Importance to National Security to the Interests of National Security and Approval of its’ Rules of Procedure (with later amendments).
Marius Pulkauninkas, Director of Finance and Administration Department, tel.: +370 46 391 763.