For investors
For investors
Where are the shareholders’ shares recorded?
Under Section 228 of the Commercial Law, registered shares are recorded in a shareholder register and the rights arising from registered shares belong to the person who is entered in the shareholder register as shareholder. This means that the shares of AS “Latvijas Gāze” are recorded in the shareholder register and a securities account for storing them is no longer needed.
Where can one find information about the shareholders’ shares?
A full list (register) of shareholders is publicly available to anyone on Enterprise Register’s website
What may the shareholders do with their shares?
Under Section 238 Paragraph one of the Commercial Law, the shareholders may freely deal with their shares, either keeping them or selling to another person.
It is up to the shareholders to find a potential acquirer of their shares and negotiate acceptable terms for both parties.
In the event that a shareholder’s shares are sold to third parties outside the current shareholders, the rest of shareholders have pre-emptive rights.
The share seller or share acquirer shall notify the Company’s Board of the sale of shares, accompanying the notice with the purchase contract entered into or a duly attested copy thereof. If the notice is submitted by the share acquirer, it shall be simultaneously sent to the share seller as well. The share seller shall notify other shareholders by sending a notice to their contact addresses indicated in the shareholder register.
Shareholders may apply for exercising their pre-emptive rights within twenty (20) days from the day when the notice of sale of shares is sent to all shareholders. Shareholders may waive their pre-emptive rights in writing before the expiration of the period.
During the period set out in the Articles of Association, the share seller may not deal with the shares, amend the provisions of the purchase contract, or take other actions that would work to the disadvantage of the pre-emptive shareholder should it exercise the pre-emptive rights.
Shareholders shall notify the Company’s Board of exercising or waiving their pre-emptive rights.
If two or more shareholders exercise the pre-emptive rights but the number of shares to be sold is insufficient for pro-rata distribution, the shares may be purchased by the shareholder with the greatest number of shares among those who have applied for exercising the pre-emptive rights.
The shareholder and share acquirer shall submit to the Board a written statement of sale of shares. In the written statement, the shareholder and share acquirer shall attest that they have complied with the provisions set out in the regulatory enactments and the Articles of Association by duly offering for shareholders to exercise their pre-emptive rights.
Shares may be disposed of otherwise (by gifting, exchanging, investing into the share capital of another capital company etc.) only with prior consent of the Council.
At what price may the shareholders sell their shares?
The par value of one share is 1.40 EUR.
The share price is freely negotiated between the seller and the acquirer.
To whom may the shareholders sell their shares?
The shareholders may sell their shares to other AS “Latvijas Gāze” shareholders (their contact details will be publicly available on the Enterprise Register's website) or to other third parties at their discretion.
In the event that a shareholder’s shares are sold to third parties outside the current shareholders, the rest of shareholders have pre-emptive rights.
The share seller or share acquirer shall notify the Company’s Board of the sale of shares, accompanying the notice with the purchase contract entered into or a duly attested copy thereof. If the notice is submitted by the share acquirer, it shall be simultaneously sent to the share seller as well. The share seller shall notify other shareholders by sending the notice to their contact addresses indicated in the shareholder register.
Shareholders may apply for exercising their pre-emptive rights within twenty (20) days from the day when the notice of sale of shares is sent to all shareholders. Shareholders may waive their pre-emptive rights in writing before the expiration of the period.
During the period set out in the Articles of Association, the share seller may not deal with the shares, amend the provisions of the purchase contract, or take other actions that would work to the disadvantage of the pre-emptive shareholder should it exercise the pre-emptive rights.
Shareholders shall notify the Company’s Board of exercising or waiving their pre-emptive rights.
If two or more shareholders exercise the pre-emptive rights but the number of shares to be sold is insufficient for pro-rata distribution, the shares may be purchased by the shareholder with the greatest number of shares among those who have applied for exercising the pre-emptive rights.
The shareholder and share acquirer shall submit to the Board a written statement of sale of shares. In the written statement, the shareholder and share acquirer shall attest that they have complied with the provisions set out in the regulatory enactments and the Articles of Association by duly offering for shareholders to exercise their pre-emptive rights.
Shares may be disposed of otherwise (by gifting, exchanging, investing into the share capital of another capital company etc.) only with prior consent of the Council.
A share transfer application form is available here: Share transfer application
What does the shareholder need to do when an agreement with the potential buyer/seller of shares has been reached?
Upon reaching an agreement, the parties shall record the transaction in writing.
In the event that a shareholder’s shares are sold to third parties outside the current shareholders, the rest of shareholders have pre-emptive rights.
The share seller or share acquirer shall notify the Company’s Board of the sale of shares, accompanying the notice with the purchase contract entered into or a duly attested copy thereof and sending to the e-mail address of the record-keeping office of AS “Latvijas Gāze”: lietvediba@lg.lv. If the notice is submitted by the share acquirer, it shall be simultaneously sent to the share seller as well. The share seller shall notify other shareholders by sending a notice to their contact addresses indicated in the shareholder register.
Shareholders may apply for exercising their pre-emptive rights within twenty (20) days from the day when the notice of sale of shares is sent to all shareholders. Shareholders may waive their pre-emptive rights in writing before the expiration of the period.
During the period set out in the Articles of Association, the share seller may not deal with the shares, amend the provisions of the purchase contract, or take other actions that would work to the disadvantage of the pre-emptive shareholder should it exercise the pre-emptive rights.
Shareholders shall notify the Company’s Board of exercising or waiving their pre-emptive rights.
If two or more shareholders exercise the pre-emptive rights but the number of shares to be sold is insufficient for pro-rata distribution, the shares may be purchased by the shareholder with the greatest number of shares among those who have applied for exercising the pre-emptive rights.
The shareholder and share acquirer shall submit to the Board a written statement of sale of shares. In the written statement, the shareholder and share acquirer shall attest that they have complied with the provisions set out in the regulatory enactments and the Articles of Association by duly offering for shareholders to exercise their pre-emptive rights. The Board of AS “Latvijas Gāze” will prepare appropriate changes in the shareholder register - an updated division of the shareholder register has to be signed with a secure electronic signature or approved through a notarial procedure by both the share seller and share acquirer and by the Board of AS “Latvijas Gāze”.
As soon as the updated division of the shareholder register is signed, the Board of AS “Latvijas Gāze” will immediately submit it to the Enterprise Register for reflecting the changes made.
How to transfer inherited shares?
In order to transfer inherited shares to the heir’s name, the heir needs to submit to the Board of AS “Latvijas Gāze” a request (its form is available here) along with a copy or transcript of the inheritance certificate approved by a notary with a secure electronic signature. If there are multiple heirs, an inheritance distribution contract specifying the number of shares due to each heir needs to be submitted as well. After receiving the documents, the Board of AS “Latvijas Gāze” will update the shareholder register division and immediately submit it for entry into the Commercial Register maintained by the Enterprise Register. Following the transfer of shares and the receipt of the shareholder questionnaire, the undrawn dividends (if any) will be transferred to the heir.