NOTICE ON VOTING ON RECONVENED BONDHOLDERS' MEETING OF UAB “INTEGRE TRANS” HELD ON 26 JUNE 2024 (ISIN CODE LT0000407553)
UŽDAROJI AKCINĖ BENDROVĖ „AUDIFINA“
Legal entity code: 125921757
Registered office address: Vilnius, A. Juozapavičiaus st. 6, LT-09310, Republic of Lithuania
Information about the legal entity is collected and stored in the Register of Legal Entities of the State Enterprise Centre of Registers of the Republic of Lithuania
(also – Trustee)
25 June 2024
NOTICE ON VOTING ON RECONVENED BONDHOLDERS’ MEETING OF UAB “INTEGRE TRANS” HELD ON 26 JUNE 2024 (ISIN CODE LT0000407553)
19 June 2024 Audifina UAB has announced that a reconvened meeting of UAB “Integre Trans” (the Company) bonds (ISIN code LT0000407553) (the Bonds) will be held on 27 June 2024 (the Reconvened Meeting).
The Trustee, having regard to the following:
(A) on 13 June 2024 an application to initiate the restructuring of the Company (the Application) has been submitted to the Vilnius Regional Court (the Court);
(B) the Court accepted the Application by order of 19 June 2024
(C) by the order of 20 June 2024 (the Order), the Court granted the application for interim measures, including but not limited to prohibiting Bondholders from requesting the redemption of the Bonds before the maturity date of the Bonds, i.e. before 5 May 2026,
informs the Bondholders that on 27 June 2024 the Reconvened Meeting shall not vote on the draft resolutions contained in the fourth item on the agenda.
The Trustee explains that the vote on the third draft decision under the fourth item on the agenda “Require the Company to redeem the Bonds earlier than the scheduled redemption date of 5 May 2026, with the early redemption date to be determined in accordance with the Terms and Conditions – not later than on the 10th business day the Issuer receives the Meeting’s decision” is not possible due to the interim measures applied by the Order – an applied prohibition to request for early redemption of Bonds. The Trustee notes that if the Court annuls the interim measures, a vote on the question above may be held in the future by convening a separate meeting of the Bondholders.
Accordingly, the vote on the second draft decision under the fourth item on the agenda “Agree that the Bondholders’ Meeting of 27 June 2024 shall not demand to redeem the Bonds prior to their maturity date of 5 May 2026, but further performance of the Company's and the Bondholders' obligations is to be decided at a later date by convening a new Bondholders' Meeting in accordance with the procedure provided for by the applicable laws, for the approval of the Company’s restructuring plan or rejection of it” shall not be held. This draft decision, tabled under the fourth item on the agenda, is related to the third draft decision. The second draft decision, as an alternative, loses its legal significance if the vote on the early redemption of the Bonds is prohibited: a vote for or against on the matter referred to will not constitute a ground for voting on the early redemption of the Bonds.
The Trustee further notes that as per Clause 4.2 part “Extraordinary Early Redemption / (d) Insolvency” of the information document of UAB Integre Trans on the offer and listing of the EUR 8 000 000 Bonds (ISIN code LT0000407553) (the Terms and Conditions) an early redemption of the Bonds is also deemed to as the filing of an application with the court for the commencement of restructuring proceedings of the Company. The Application to initiate the restructuring of the Company has been submitted to the Court. Accordingly, a separate early redemption event has occurred for which Bondholders are not required to vote at the Bondholders' meeting. Thus, in the event of an early redemption event, the vote on the first draft decision under the fourth item on the agenda “Confirm the occurrence of the Extraordinary Early Redemption Event "Insolvency": (i) the Issuer <…> admits inability to pay its debts as defined in Clause 4.2 part “Extraordinary Early Redemption / (d) Insolvency” of the information document of UAB Integre Trans on the offer and listing of the EUR 8 000 000 Bonds (ISIN code LT0000407553)” is not necessary. The Trustee notes that the decision no to hold vote on this draft resolution does not negate the occurrence of the early redemption event of the Bonds, namely the filing of an application with the court to initiate the restructuring of the Company.
The Trustee additionally notes that the votes of Bondholders who have previously voted in writing will not be counted in respect of the cancelled vote on the draft decisions on the fourth item on the agenda.
Jolanta Ruzgienė
General Manager of the Trustee
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