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Lithuania Gas Utility to Spin Off Transmission as of July 31

March 7 (Bloomberg) -- Lithuanian natural-gas utility Lietuvos Dujos AB plans on July 31 to transfer its transmission activity to AB Amber Grid, a new company that will apply for permission to trade its shares on the stock exchange in Vilnius.

Terms of the spinoff have been approved by the board of directors of Lietuvos Dujos and the state energy regulator, the Vilnius-based company said today in a statement on the website of the Nasdaq OMX Vilnius exchange. A vote on the matter by shareholders is still pending, it said.

Lithuania is splitting ownership of gas sales and transmission activities as part of a European Union drive to force dominant energy companies to improve access for competitors. Germany’s EON AG owns 39 percent of Lietuvos Dujos, while Russia’s OAO Gazprom has 37 percent and Lithuania’s Energy Ministry holds 18 percent.

“The shares of the new company and the company that continues the activities after the spinoff will be distributed to all the shareholders in proportion to their shares in the authorized capital of AB Lietuvos Dujos,” the utility said in the statement. “There are no legal entities to be wound up after the spinoff.”

Extra Dividends

Before the division, Lietuvos Dujos proposes paying shareholders 160 million litai ($60.7 million) of dividends from reserve capital, in addition to dividends from last year’s profit, according to detailed spinoff terms on the company’s website.

Unaudited net income in 2012 was 74.5 million litai, 22 percent less than in 2011, the company reported on Feb. 27. Sales last year grew 1.7 percent from a year earlier to 1.87 billion litai.

Lietuvos Dujos shares rose 11.3 percent to a 12-month high of 0.65 euro in Vilnius today, valuing the company at 305 million euros ($399 million). Volume of 502,240 shares was the most in more than three years, data compiled by Bloomberg show.

Of the existing 469 million shares with a nominal value of 1 litas, 178 million, or 38 percent, will be transferred to Amber Grid, with 291 million remaining in Lietuvos Dujos, according to the spinoff terms.

A spinoff balance sheet, dated Oct. 31, 2012, shows Amber Grid getting 1.6 billion litai of Lietuvos Dujos’s 2.78 billion litai assets and 1.21 billion litai of its 2.04 billion litai in total equity.

The 66 percent stake that Lietuvos Dujos owns in the GET Baltic natural gas exchange will be split, with a 32 percent stake going to Amber Grid, spinoff terms show. GET Baltic, a joint venture with Finland’s Gasum Oy that plans to create a Baltic gas bourse, began trading in Lithuania in January.

To contact the reporter on this story: Bryan Bradley in Vilnius at bbradley13@bloomberg.net

To contact the editor responsible for this story: Balazs Penz at bpenz@bloomberg.net

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