Integre Trans: Notice On Voting On Reconvened Bondholders' Meeting Of UAB "Integre Trans" Held On 27 June 2024 (ISIN Code LT0000407553)

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)

                 25 June 2024

NOTICE ON VOTING ON RECONVENED BONDHOLDERS' MEETING OF UAB "INTEGRE TRANS" HELD
          ON 27 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 Ruzgiene

General Manager of the Trustee

Attachment:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=1230642