CONVOCATION OF BONDHOLDERS' MEETING OF UAB “INTEGRE TRANS” ON 17 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)
CONVOCATION OF BONDHOLDERS’ MEETING OF UAB “INTEGRE TRANS” ON 17 JUNE 2024 (ISIN CODE LT0000407553)
By Trustees’ initiative and decision, taking into account that:
(A) UAB "Integre Trans" (legal entity code 301888546, registered address at Sporto st. 18, Vilnius, the Republic of Lithuania) (the Issuer or Company) Company's Bond Issue, ISIN code LT0000407553 On 16 May 2024, published an announcement via the NASDAQ Information System of a material event – a planned initiation of restructuring proceedings of the Company;
(B) On 20 May 2024 a clarification and supplement to the Company's announcement of 16 May 2024 was published, by which the Company informed all of its creditors that it had launched an approach to all of its creditors, offering cooperation and entering into assistance agreements to help the Company resolve its current financial difficulties. The Company indicated that it had set a deadline of 15 calendar days for this phase of negotiations with its creditors, after which a decision would be taken on the further course of the restructuring process;
(C) At a meeting held on 20 May 2024 at the initiative of the Trustee, the Company outlined to the Trustee the situation of the Company and its intention to apply to the court for the commencement of restructuring proceedings of the Company;
(D) The Company on 21 May 2024 issued a notice to the Trustee stating that the difficulties that the Company is currently facing are temporary and resolvable, and that in the event that the bondholders' meeting were to be organised, the Company would present the information on its financial struggles and the possible process of restructuring, the status of the bondholders and their rights in the restructuring process (if the Company applies to the court for the commencement of restructuring proceedings).
(E) Trustee on 21 May 2024 issued a notice (the Notice) to the Issuer requesting immediately, but at the latest within 3 working days, to provide detailed information relating to the Issuers debts, secured and unsecured assets, receivables, details and key actions envisaged for the preservation of viability of the Issuer and the restoration of its operations, other information that may relevant for decision-making. In the same Notice, the Trustee also requested: (i) confirmation or denial of the occurrence of any of the Extraordinary Early Redemption Events, in particular, with respect to the following conditions: (a) the Company's inability to meet its debt obligations; (b) the Company's entering into an agreement with a majority by value of its creditors for a restructuring of its debt, or the convening of a meeting to consider such an agreement; and (ii) the provision of documentation to substantiate the Company's claims,
a meeting of the Bondholders of the Issuer, Bond Issue, ISIN code LT0000407553 (the Meeting), is called on 17 June 2024 at 10.00 a.m.
The Meeting shall take place at hotel “Courtyard by Marriott Vilnius City Centre, address Rinktinės st. 3, LT-09234 Vilnius, Republic of Lithuania. Registration of shareholders shall start from 9.30 a.m.
The chairman of the meeting shall be the Trustee.
Pursuant to Article 9(2) of the Law on Protection of Interests of Bondholders of Joint-Stock Companies and Closed Joint-Stock Companies of the Republic of Lithuania, the Notice of the Meeting (the Notice) is hereby published at the website of the Trustee https://www.audifina.lt/paslaugos/konsultacines-paslaugos/obligaciju-savininku-interesu-gynimas-atstovavimas/#viesi-pranesimai, as well as at the website of NASDAQ https://shorturl.at/ctwXI, and the website of the Company https://integretrans.com/lt/.
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Agenda of the Meeting: |
1. Election of the Secretary of the Meeting.
2. Introduction to the organization and voting procedure of the Meeting.
3. The Company's presentation of its financial position and plans in relation to the Company's restructuring efforts.
4. Regarding early redemption of the Issuer's bonds.
5. Questions and answers. |
Information on the Meeting’s organization
The accounting day of the Meeting is 12 June 2024. Persons who at the end of the accounting day of the Meeting will be Bondholders of the Company shall have a right to participate and vote at the Meeting personally or by proxy, or to be represented by the person with whom an agreement on the transfer of voting right is concluded.
Person attending the Meeting and having the right to vote, and depending on the situation, will have to provide (show) to the Trustee: (i) an identity document – passport or identity card; (ii) if the legal person is being represented by a person acting under the Articles of Association – an extract from the national or foreign register of legal entities (if not in Lithuanian or English, the document shall be translated to Lithuanian or English) not older than 10 days, and, if applicable, procuration; (iii) a confirmation that the Power of Attorney submitted to the Trustee has not been revoked, or if due to unforeseen circumstances, the Power of Attorney has not been submitted to the Trustee, the Power of Attorney; (iv) a confirmation that the agreement on transfer of voting rights submitted to the Trustee has not been terminated or have not ended on other grounds, or if due to unforeseen circumstances, the agreement on transfer of voting rights has not been submitted to the Trustee, the agreement on transfer of voting rights. An identity and, if applicable, right to vote (basis of representation), in compliance with data protection requirements, will be determined during the Meeting, by the Trustee. The Trustee reserves its’ right to ask any attendee of the Meeting to provide copies of the respective documents by e-mail address obligacijos@audifina.lt. Therefore, each attendee of the Meeting shall prepare copies of the respective documents in advance
Each bondholder shall have the right to authorise another person (natural or legal) to attend and vote on his/her/its behalf at the Meeting in accordance with the procedure established by law. At the Meeting, the authorised person shall have the same rights as the bondholder he/she/it represents. Requirements for Power of Attorneys: (i) the Power of Attorney of a Lithuanian natural or legal person may be in a notarial form or a simple written form, including electronical Power of Attorney signed with a qualified electronic signature; (ii) the Power of Attorney of a foreign natural or legal person may be in a notarial form or a simple written form, including electronical Power of Attorney signed with a qualified electronic signature. If the Power of Attorney of a foreign natural or legal person is not in English or Lithuanian it shall be translated to English or Lithuanian and if it is in notarial form, the Power of Attorney shall be legalized in accordance with the law.
If the attendee of the Meeting is not the bondholder, the Power of Attorney or agreement on transfer of voting rights (a copy of it) shall be provided to the Trustee no later than 12 June 2024 by one of the following means: (i) by e-mail address obligacijos@audifina.lt; or (ii) by delivery or registered mail at the address – A. Juozapavičiaus st. 6, LT-09310, Vilnius, Republic of Lithuania
The approved protocol of the Meeting together with the results of the voting (if voting on the relevant matters takes place) will be published on the Trustee's website www.audifina.lt/paslaugos/konsultacines-paslaugos/obligaciju-savininku-interesu-gynimas-atstovavimas/#viesi-pranesimai no later than 7 days following the Meeting.
In case of questions regarding this notice, Meeting and matters to be discussed during it, please contact the Trustee (e-mail address obligacijos@audifina.lt) any time until the day of the Meeting.
Other information
Bondholders shall have the right to request the Trustee information on the Company, the issue of bonds issued by the Company and other information relating to the issue and the protection of the interests of bondholders in relation to the protection of the interests of bondholders. In view of the fact that the Issuer has yet to provide the Trustee with any information, data and/or documents about the Company to date (following the Trustees’ 21 May 2024 written Notice), the Trustee is unable to provide the material referred to in this Notice to the Bondholders together with this notice. Once the Company has provided such material, the Trustee will inform the Bondholders of the information provided by the Company, as well as the related procedure to access such information.
Taking into account the material provided to the Trustee by the Issuer, the Trustee may adjust the agenda of the convened Meeting no later than 10 business days prior to the date of the Meeting, informing the Bondholders of such changes to the agenda in accordance with the procedure provided for in the Law on Protection of Interests of Bondholders of Joint-Stock Companies and Closed Joint-Stock Companies of the Republic of Lithuania.
Jolanta Ruzgienė
General Manager of UAB Audifina
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