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2008


Arco Vara AS hereby informs about the change in the holdings and votes in Arco Vara AS.

OÜ Freier Projekt's management board informed Arco Vara AS, that starting from 16.09.2008 OÜ Freier Projekt owns 14 446 895 shares of Arco Vara AS, as a result of which the voting rights owned by OÜ Freier Projekt form 15.16% of voting rights represented by shares of Arco Vara AS. The sole shareholder of OÜ Freier Projekt is Mr. Toomas Tool. Thus 15.16% of Arco Vara AS shares are in indirect holding of Mr. Toomas Tool and 15.16% of the voting rights in Arco Vara AS are indirectly controlled by him.

 


Arco group refinanced its short-term debt in SEB bank in amount of 198.2 mln kroons (12.7 mln euros) in projects Laeva and Tivoli in Tallinn, Estonia. As a result of the deal new maturity of the debt is 31 March 2010 and Arco must decrease outstanding balance by the end of the term in total 56.2 mln kroons (3.6 mln euros). New balance will be 142.0 mln kroons (9.1 mln euros). Interest includes SEB's base rate on kroon facilities and the total weighted average rate is 8.12% per annum. According to the agreement Arco must maintain the level of liquid assets in amount of 150 mln kroons (9.6 mln euros) on SEB accounts.

1 EUR=15.6466 EEK

Arco Vara is one of the leading real estate developer in the Baltic's, undergoing a SEE expansion with presence established already in Ukraine, Bulgaria and Romania. Core business is real estate development supported by brokerage network and construction arm. The company has offices in 26 cities and employs 570 people. According to 2007 audited consolidated results net sales was 727 mln kroons (46 mln euros), net profit before minorities 235 mln kroons (15 mln euros) and assets 3 564 mln kroons (228 mln euros). Arco Vara is listed on Tallinn Stock Exchange.

 

 


According to the letter of intent, Arco Group had until 30.09.2008 possibility to purchase 50% shareholding in shopping centre development project in Simferopol, Ukraine. Arco had already prepaid for the shareholding 8.0 million dollars (90.3 million kroons; 5.8 million euros) and granted subordinated debt 2.0 million dollars (22.6 million kroons; 1.4 million euros).
 
Arco decided to exit the project. According to the initial letter of intent the partner has to repay all Arco's investments plus accrued interest in total value of 10.3 million dollars (116.2 million kroons; 7.4 million euros). The proceeds are secured by the guarantee of Estonian entity called AS Ühendatud Kapital.
 
“Although the project fits Arco's long-term strategy and the partner is well established and experienced shopping centre developer, the initial entry structure and valuation doesn't consider higher financing risk and cost of capital”, said Arco's CEO Mr. Lembit Tampere.
 
For more details please see initial announcement here.


Arco Vara is one of the leading real estate developer in the Baltic's, undergoing a SEE expansion with presence established already in Ukraine, Bulgaria and Romania. Core business is real estate development supported by brokerage network and construction arm. The company has offices in 26 cities and employs 540 people. According to 2007 audited consolidated results net sales was 727 million kroons (46 million euros), net profit before minorities 235 million kroons (15 million euros) and assets 3 564 million kroons (228 million euros). Arco Vara is listed on Tallinn Stock Exchange.

 


On 13 May 2008 the General Meeting of Shareholders of AS Arco Vara (Arco Vara) authorized Arco Vara to buy back its own shares in five years, provided that such buy back shall not exceed 10.0% of the aggregate value of issued nominal share capital of Arco Vara. The authorized maximum number of shares which can be acquired is thereby 9 528 415. As of the date of this announcement, Arco Vara holds 450,000 own shares.

On 7 October 2008 the Management Board of Arco Vara decided to initiate a new share buyback programme. The aggregate consideration under the new programme will be 10.0 million Estonian kroons (0.64 million euros) and maximum of 1 800
000 shares may be acquired. The programme will start on 8 October 2008 and will end on 31 December 2008.

The purpose of the programme is to reduce the capital of Arco Vara or to use the acquired shares for planned employee share option scheme as the Management Board believes current share price level provides a favourable opportunity for
this purpose.

The share buyback programme is conducted in compliance with the provisions of the European Commission's regulation No. 2273/2003 of 22 December 2003, stating the exemptions for share buyback programs. Arco Vara has appointed SEB Pank as lead manager of the programme to buy the shares back on behalf of Arco Vara under separate agreement. SEB Pank will be independent on its trading decisions irrespective of and without influence from Arco Vara as to the timing of the
purchases as well as carry out the buyback according to the regulations and within the framework of the programme.

The share buyback will be initiated under the following framework:

1) The maximum amount of shares bought will not exceed 1 800 000 shares, which corresponds to 1.89% of the issued share capital of Arco Vara;

2) The maximum aggregate consideration for the Arco Vara shares bought will not exceed 10.0 million Estonian kroons (0.64 million euros);

3) In one single day the amount of shares bought will not exceed 25% of the average daily volume of Arco Vara shares traded in the 20 preceding trading days on the Tallinn Stock Exchange. In case of extreme low liquidity of the share the company may exceed the 25% limit in which case the amount of shares bought will not exceed 50% of the average daily volume traded in the 20 preceding trading days.

4) The purchase price:

a) does not exceed the share price of the last independent trade; and

b) does not exceed the highest current independent bid of Arco Vara share on Tallinn Stock Exchange; and

c) is not less than half of the nominal value of the share, i.e. 5.0 Estonian kroons (0.32 euros) per share.

At least every seven trading days from the start of this programme Arco Vara will give an update about the status of the programme by issuing an announcement in respect of the transactions made under the programme.

Heigo Metsoja
CFO
+372 6144 654
This email address is being protected from spambots. You need JavaScript enabled to view it.
http://www.arcorealestate.com

 


Management Board of Arco Vara announces, that two million Arco Vara shares are pledged securing repurchase agreements of companies owned by Richard Tomingas and Hillar-Peeter Luitsalu. The pledged shares form less than five percent of
Richard Tomingas and Hillar-Peeter Luitsalu shares.

 


Arco Vara AS hereby informs about the change in the holdings and votes in Arco Vara AS.

OÜ Freier Projekt's management board informed Arco Vara AS, that starting from 22.10.2008 OÜ Freier Projekt owns 19 909 133 shares of Arco Vara AS, as a result of which the voting rights owned by OÜ Freier Projekt form 20.89% of voting rights represented by shares of Arco Vara AS. The sole shareholder of OÜ Freier Projekt is Mr. Toomas Tool. Thus 20.89% of Arco Vara AS shares are in indirect holding of Mr. Toomas Tool and 20.89% of the voting rights in Arco Vara AS are indirectly controlled by him.

Heigo Metsoja
CFO / Member of the management board
+372 6144 654
This email address is being protected from spambots. You need JavaScript enabled to view it.
http://www.arcorealestate.com