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2009


Arco Vara AS sold its shares of Arco Ukraina Valduste OÜ (86.66% subsidiary of Arco Vara) with the share capital of 150 000 kroons (9587 euros). Transaction was carried out in multiple phases, and  during first phase the share capital was raised with non-monetary contribution which resulted with the increase of Arco Vara AS share proportion up to 86.66 percent. The purpose of the transaction was to exit from activities which produced loss to the Group and which sustaining needed financial support. That's why Arco Vara does not consider its attendance in Ukraine as perspective. Arco Ukraina Valduste OÜ was holding company for Arco Vara brokerage bureau operating in Kiev, Ukraine. Since year 2009 Arco Vara has focused your  main business activity to Estonia, Latvia and Bulgaria.

The 89,66 per cent interest in Arco Ukraina Valduste OÜ was acquired by Bagatini OÜ, who was minor shareholder of the company and who has after transaction 100% of the shares of Arco Ukraina Valduste OÜ. This transaction represents a transaction with a related person within the meaning of “Requirements for Issuers” of the NASDAQ OMX Tallinn Rules. The core shareholder and member of the board of Bagatini OÜ is Juri Nikitin, who is as well one of the members of the board of Arco Ukraina Valduste OÜ.

The value of the transaction was 3912 kroons (250 euros), and with transaction Arco Vara AS gained extraordinary profit of 80 000 kroons (5113 euros), which was a result of selling out from the Group company with negative equity.

The transaction does not have material economical effect on the activities of Arco Vara Group and does not qualify as an acquisition of significant holding.
The members of the supervisory board and the management board of Arco Vara AS have no other personal interest in the transaction.

Arco Vara is a leading real estate developer in the Baltic's, established in 1992. The operations involve real estate development, brokerage, valuation, construction and property maintenance arm. The company is located in 18 cities in Estonia, Latvia, Ukraine and Bulgaria and employs ca 250 people.
Arco Vara AS is listed on Tallinn Stock Exchange.

Lembit Tampere
Member of Management Board
Arco Vara AS
phone: +372 614 4630
This email address is being protected from spambots. You need JavaScript enabled to view it.
www.arcorealestate.com/

 

 

Extraordinary General Meeting of the shareholders of Arco Vara AS (registry code 10261718), held on 11 December 2009 adopted the following resolutions:

1. To extend the term of office of the current members of the supervisory board until December 11, 2014, i.e. to extend the term of office for five years.

2. The monthly net remuneration to be paid to the members of the supervisory board is EEK 15,000 (fifteen thousand) (EUR 959).

3. To amend the articles of association of Arco Vara AS and to adopt the new wording of the articles of association as follows:

3.1. to amend clause 2.1 and formulate it as follows: „2.1 The minimum amount of the Company’s share capital shall be 45,000,000 Estonian kroons and the maximum amount of the share capital shall be 180,000,000 Estonian kroons.”

3.2. to amend clause 3.3 and formulate it as follows: „3.3. An extraordinary general meeting of shareholders shall be called if the management board of the Company considers it to be necessary or if this is demanded by the Company’s supervisory board, auditor or shareholders whose shares represent at least one-twentieth of the share capital as well as in other events prescribed by law. The request for calling an extraordinary general meeting of shareholders shall be sent to the management board of the Company in writing, by showing the reason for calling. The shareholders shall be given at least three week’s notice of an extraordinary general meeting of shareholders.”

3.3. to amend clause 3.6 and formulate it as follows: „3.6. The circle of shareholders entitled to participate in the general meeting of shareholders shall be determined as of seven days prior to the date of holding the meeting.“

4. In order to decrease volatility of the price of shares of Arco Vara AS, to provide an opportunity for more efficient pricing of the shares on the stock exchange and to provide an opportunity for further strengthening the capital structure to reduce the share capital of Arco Vara AS as follows:

4.1. first to reduce the share capital by cancellation of 450,000 treasury shares owned by the company and thereafter by cancellation of 10 shares so that 5 shares owned by Toletum OÜ (registry code 11011219) and 5 shares owned by HM Investeeringud OÜ (registry code 10963165) (hereinafter together the “Stabilizing shareholders”) shall be cancelled; and

4.2. thereafter to reduce the share capital by cancellation of 19/20 of all shares, whereas:

4.2.1. 19/20 of all shares owned by each shareholder shall be cancelled; and

4.2.2. if the number of shares owned by a shareholder (hereinafter the “Stabilized shareholder”) does not enable to cancel whole number of shares, whole number of shares owned by Stabilized shareholder shall be cancelled (rounded downwards) and additionally a number of shares (hereinafter the “Compensation shares”), that the Stabilized shareholder should have owned in order to enable cancellation of whole number of shares without rounding, shall be cancelled from the shares owned by the Stabilizing shareholders (e.g. if the Stabilized shareholder has 30 shares, 28 thereof shall be cancelled (i.e. the Stabilized shareholder will have 2 shares after the reduction of the share capital) and additionally 10 Compensation shares owned by the Stabilizing shareholders shall be cancelled);

4.2.3. Compensation shares shall be cancelled in equal parts from the shares owned by the Stabilizing shareholders. If the Compensation shares cannot be cancelled in equal parts from the shares owned by the Stabilizing shareholders, then more shares belonging to HM Investeeringud OÜ shall be cancelled.

As a result of the reduction of share capital, the number of all shares will be 4,741,707, i.e. 90,542,443 shares will be cancelled. The extent of the reduction of share capital will be EEK 905,424,430 (EUR 57,867,168).

The list of shareholders, whose shares will be cancelled, will be determined at 11.59 p.m. on March 1, 2010.

EUR 1 = EEK 15,6466

Arco Vara is a leading real estate developer in the Baltic's, established in 1992. The operations involve real estate development, brokerage, valuation, construction and property maintenance arm. The company is located in 18 cities in Estonia, Latvia, Ukraine and Bulgaria and employs approx. 250 people.

Arco Vara AS is listed on Tallinn Stock Exchange.

Lembit Tampere

CEO

Arco Vara AS

phone: +372 614 4630

This email address is being protected from spambots. You need JavaScript enabled to view it.

http://www.arcorealestate.com/

 

 


Arco Vara Group prolonged Sampo Bank’s loan for „Ahtri 3“ project in Tallinn by 6 months. Loan amount is 94.3 mln kroons (6.0 mln euros) and interest 6-month Euribor plus margin 3.75%. Other loan conditions remained the same. During 6-month period the Group pays only interest.

Arco Vara is a leading real estate developer in the Baltic's, established in 1992. The operations involve real estate development, brokerage, valuation, construction and property maintenance arm. The company is located in 18 cities in Estonia, Latvia, Ukraine and Bulgaria and employs approx. 250 people. Arco Vara AS is listed on Tallinn Stock Exchange.

EUR 1 = EEK 15.6466

Lembit Tampere
CEO
Arco Vara AS
phone: +372 614 4630
This email address is being protected from spambots. You need JavaScript enabled to view it.

http://www.arcorealestate.com/


On 21.12.2009 The Arbitration Court of the Estonian Chamber of Commerce and Industry has made court judgment wherewith Arco Investeeringute AS claim towards Ühendatud Kapital AS was fully satisfied and order Ühendatud Kapital AS to pay to Arco Investeeringute AS main arrears on a amount of 10000000 USD (109253000 Estonian kroons or approx. 6982539 euros), interest calculated from main arrears in amount of 906666 USD (9905598.05 Estonian kroons or approx. 633083 euros) and interest on account of late payment in amount of 773698,60 USD (8452889.31 Estonian kroons or approx. 540238 euors), sum total680364.64 USD (127611487.36 Estonian kroons or approx. 8155860 euros). Additional on that Ühendatud Kapital AS has to compensate court expenses to Arco Inevsteeringute AS in amount of 1099417.20 Estonian kroons (approx. 70265 euros).

Arbitration court judgment is final and entered into force from the moment of adopting.

Taking into account activities with assets of Ühendatud Kapital AS antecedent to arbitration court judgment, Arco will use all legal means and proceedings to enforce the claim approved by the court judgment.

On 26th February 2008 Arco Investeeringute AS, Sigma Real Estate Ltd. and AS Ühendatud Kapital signed a Letter of Intent (“LOI”) in order to set the main principles and conditions for the acquisition of 50% stake in Cypros holding company that should manage and develop shopping centre projects in Ukraine. According to LOI Arco made capital payments in value of 10000000 USD (109253000 Estonian kroons or approx. 6982539 Euros) that Arco has the right to get back. The proceeds have been guaranteed by Ühendatud Kapital AS, an Estonian entity. Taking into account that Ühendatud Kapital AS was not agree with Arco's compromise to sign additional collateral and for post payment schedule, Arco's management decided to execute Ühendatud Kapital AS guarantee.

On 19.02.2009 Arco Investeeringute AS filed and action to The Arbitration Court of the Estonian Chamber of Commerce and Industry to collect arrears from AS Ühendatud Kapital. To secure an Arcos action the Harju Country Court made notation concerning prohibition of any shares and stocks of AS Ühendatud Kapital subsidiary companies and put judicial mortgage on registered immovable property of debtor located in Tallinn Port area.

Arco Vara is a leading real estate developer in the Baltic's, established in 1992. The operations involve real estate development, brokerage, valuation, construction and property maintenance arm. The company is located in 18 cities in Estonia, Latvia, Ukraine and Bulgaria and employs ca 250 people.
Arco Vara AS is listed on Tallinn Stock Exchange.


Lembit Tampere
Member of Management Board
Arco Vara AS
phone: +372 614 4630
This email address is being protected from spambots. You need JavaScript enabled to view it.
www.arcorealestate.com


Arco Vara AS (hereinafter the Group) 100% subsidiary Arco Ehitus OÜ sold its shares of Arco Construction SIA (55 % subsidiary of Arco Ehitus OÜ) with the share capital of 4 000 Latvian lats (approx. 88333 kroons or approx. 5 646 euros).

The majority of shares of Arco Construction SIA-s were bought on the beginning of 2007 with the goal to build Group development projects and to gain profit from the fast growth of construction market within Latvia. By the interest-earning the Group has fully retrieved its earlier investment made for acquiring the company. During next years self investments by the Group into the development projects in Latvia would not have exceeded of 15.0 mln kroons (approx. 0.96 mln euros), which would not ensure the sustainable managing of Arco Construction SIA. At the same time Arco Construction SIA has not been successful of signing the group-external agreements. Moreover the construction market in Latvia has substantially tightened comparing with the year 2007 and do not comply any more with the strategic principles of Arco Vara AS whereof essential part is to reduce liabilities of the Group and to withdraw from the actions which the Group can’t fully control.

The shares belonging to Arco Ehitus OÜ-le were acquired by co-owners of Arco Construction SIA in a way that Viktors Savins obtained 27,3% from the transferable shares, Martiņš Bubens obtained 23,6% from the transferable shares, Aivars Kacars obtained 23,6% from the transferable shares and Jănis Čodars obtained 25,5% from the transferable shares. This transaction represents a transaction with a related person within the meaning of “Requirements for Issuers” of the NASDAQ OMX Tallinn Rules. The acquirers Martiņš Bubens and Aivars Kacars are the members of the board of Arco Construction SIA and Viktors Savins is the members of the council of the same company.

The value of the transaction was approx 1.1 mln kroons (0.07 mln euros) wherefrom the Group shall receive in cash 0.1 mln kroons (approx 0.01 mln euros) whereas rest in amount of approx 0.97 mln kroons (0.06 mln euros) will be spent to balance the liabilities of the acquisition costs of Arco Costruction SIA. After the transaction the Group consolidated trade payables shall decrease in amount of 28.8 mln kroons (approx 1.84 mln euros), trade receivables shall decrease in amount of 22.3 mln kroons (ca 1.43 mln euros). With current transaction the Group shall not bare any loss. The transaction does not have remarkable material economical effect on the activities of Arco Vara Group and does not qualify as an acquisition of significant holding. The members of the supervisory board and the management board of Arco Vara AS have no other personal interest in the transaction.

Arco Vara is a leading real estate developer in the Baltic's, established in 1992. The operations involve real estate development, brokerage, valuation, construction and property maintenance arm. The company is located in 18 cities in Estonia, Latvia, Ukraine and Bulgaria and employs ca 250 people.

Arco Vara AS is listed on Tallinn Stock Exchange.

1 EUR = 15.6466 EEK

Lembit Tampere
Member of Management Board
Arco Vara AS
phone: +372 614 4630
This email address is being protected from spambots. You need JavaScript enabled to view it.
www.arcorealestate.com