Extraordinary general meeting of shareholders of “Leningradsky Metallichesky Zavod” (LMZ) was held on 23 October, which passed a decision for the merging with “Power Machines”. The decision marked the beginning of the final stage in the reorganization of enterprises of the “Power Machines Group” into one legal entity.
Under the Russian Law each LMZ' shareholder shall be entitled to conversion of the shareholder’s shares, i.e. ownership of common inscribed shares of the Power Machines, or demanding from LMZ to buy back the shareholder’s shares.
In accordance with the procedure for conversion, which had been approved earlier, one common share of Leningradsky Metallichesky Zavod shall be converted simultaneously into 70 additional common uncertified shares of Power Machines (face value – Rbls 0.01) being placed in accordance with the decision of the general meeting of shareholders of Power Machines to increase the Statutory Fund by additional issue of shares.
In case of a shareholder decided not to convert, the shareholder shall be entitled, within 45 days, to demand from the issuing authority to buy back the shareholder’s shares. The price for buying back one inscribed common share of LMZ, as approved by the Board on the basis of an independent valuation of “Rosexpertiza” JC Limited, is Rbls 91.45 per share.
In addition to passing the decision to reorganize LMZ through merger with Power Machines, the general shareholders meeting approved the Agreement for the Merger of Leningradsky Metallichesky Zavod with Power Machines, a transfer act of LMZ, as well as a major transaction associated with the transfer of the property complex of LMZ as part of universal assignment of rights associated with the reorganization of the Company.
“Power Machines” is a major shareholder of “Leningradsky Metallichesky Zavod” holding 78.2 % interest in the Plant.