UŽDAROJI AKCINE BENDROVE "AUDIFINA"
Legal entity code: 125921757
Registered office address: Vilnius, A. Juozapaviciaus 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,
andthat 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 Rinktines 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-i
nteresu-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/.
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. Juozapaviciaus 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 Ruzgiene
General Manager of UAB Audifina
Attachment:
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