Last update: 23.11.2024 18:51 (GMT+2)
AS MERKO EHITUS
ANNOUNCEMENT
02.07.99
The Board of AS Merko Ehitus (hereinafter Merko Ehitus) makes to the
Extraordinary General Meeting the proposal to confirm and give an
approval for dispossession of up to 100% participation in the subsidiary
company E.L.L. Kinnisvara AS (hereinafter company or E.L.L. Kinnisvara).
In the following a brief overview of E.L.L. Kinnisvara and the structure
of dispossession are given. A detailed information memorandum project
will be published at the homepage of the Tallinn Stock Exchange.
A BRIEF OVERVIEW OF E.L.L. KINNISVARA
AS Merko Kinnisvara (hereinafter Merko Kinnisvara) was established in
1997 as the 100% subsidiary company of Merko Ehitus. The company was
registered at the Register of Firms on the 26th September, 1997 under
the registry no. 1027889. According to the decision of the General
Meeting of Shareholders of 4th July 1998 the business name of the
company is E.L.L. Kinnisvara.
The main business activities of E.L.L. Kinnisvara are development
of real estate projects and management of real estate.
GOAL OF DISPOSSESSION
The Board of Merko Ehitus regards it expedient to dispossess participation
in E.L.L. Kinnisvara in order to resign form the activities of real estate
development and focus on the main field of activity — construction.
According to the standpoint of the management of AS Merko Ehitus
construction and real estate development have very different
business nature and investors evaluate the mentioned industrial sectors
differently. Because of that the separation of real estate
development from the construction should have a positive impact on the
efficiency and through this to the value of both companies.
OVERVIEW OF DISPOSSESSION
Issue of call options
The dispossession of the participation in E.L.L. Kinnisvara is planned in
the method, which would guarantee to each shareholder of Merko Ehitus the
possibility to acquire the participation in E.L.L. Kinnisvara according
to his or her wish and proportionally to his or her share in Merko Ehitus.
For this Merko Ehitus will issue 9 999 500 call options, which will be
issued to the shareholders of Merko Ehitus with the relation of 1.1299
call options per 1 share of Merko Ehitus. If the number of shares of
Merko Ehitus owned by the shareholder of Merko Ehitus does not give the
right to acquire a whole number of call options, the number of call
options issued to the shareholder of Merko Ehitus is rounded down to the
closest integer. Each call option will give the right to acquire 1 share
of E.L.L. Kinnisvara with the exercise price of the call option and
during the validity period of the call option. The list of shareholders
of Merko Ehitus to whom the call options will be issued, will be fixed on
the 19th July 1999 at 8 AM. The options will be carried to the accounts
of the shareholders of Merko Ehitus at the Estonian Central Depository
for Securities Ltd. (hereinafter ECDS) on the 19th July 1999.
For the validity period (i.e. time period, during which the shareholders
of Merko Ehitus have the right to exercise the call options, i.e. acquire
the shares of E.L.L. Kinnisvara) is planned a time period from 19th to
30th July, 1999. The Board of Merko Ehitus will have the right to extend
the validity period according to its decision.
The call options can be exercised only by the shareholders of Merko
Ehitus, to whom according to the list of shareholders as of 19th July
1999 at 8 AM the call options were issued. The number of call options
that the shareholder of Merko Ehitus can exercise is not limited. If the
call option is dispossessed to another person the call option loses its
validity and can not be exercised any more.
The call option loses its validity after the end of the validity period.
The call options can be dispossessed through mediation of the member
banks of ECDS during the validity period.
The member banks of ECDS are:
- Eesti Krediidipank, Narva mnt 4, Tallinn.
- Eesti Ühispank, Tartu mnt 13, Tallinn;
- Hansapank, Liivalaia 8, Tallinn;
- Optiva Pank, Narva mnt 11, Tallinn.
The shares of E.L.L. Kinnisvara, for which the options were not
exercised, will remain to Merko Ehitus.
EXERCISE OF CALL OPTIONS
The call options can be exercised from the 19th to 30th July 1999.
The exercise price of the call options is 2 EEK.
In order to exercise the call options a purchase application together
with the copy of the payment receipt must be submitted to the bank
teller, who enters the purchase application to ECDS. The call options
can be exercised during the validity period in the offices of the
member banks of ECDS.
The cash transfer will be made to the special ECDS bank account.
The exercise price paid for the exercise of the call options must come in
to the special ECDS bank account no later than 3 workdays after the end
of the validity period at 3 PM. If the money has not come in for the
above mentioned time, the investor will lose the right for the shares of
E.L.L. Kinnisvara.
If the shareholder of Merko Ehitus exercises the call option the shares
of E.L.L. Kinnisvara will be carried to the securities account of the
shareholder of Merko Ehitus no later than 4 workdays after the end
of the validity period.
TAXATION
The acquisition of E.L.L. Kinnisvara shares through exercising the call
options will not be considered as an income.
The income from the sale of call options will be taxed with taxation rate
of 26%, whereby the acquisition cost of call options is 0 EEK.
IMPACT OF THE DISPOSSESSION OF THE PARTICIPATION ON MERKO EHITUS
As of the 31st March 1999 the value of E.L.L. Kinnisvara in the Balance
Sheet of Merko Ehitus was 84 517 855 EEK. The value of the call option
will be the difference between the value in the Balance Sheet of Merko
Ehitus 8.45 EEK per one option and the exercise price of the call option
i.e. 6.45 EEK. per one option.
The owners' equity of Merko Ehitus will decrease from the dispossession
of the 100% participation for 64.5 million EEK.
FINANCIAL DATA
in EEK 1997 1998 3 months 1999
Total revenue 0 19 348 442 15 252 760
Net profit (-loss) 211 257 1 874 713 -4 046 839
Dividends per share 0 0 0
Profit (loss) per share 0.21 1.57 -0.40
Owners' equity 10 211 257 102 080 016 98 038 361
Share capital 10 000 000 99 995 000 99 995 000
Total assets 10 285 483 141 510 958 133 771 801
FINANCIAL REPORTS
The following financial data is based on the annual accounting reports of
the company and on the data of the first quarter of 1999. The reports of
1997 and 1998 are audited by Audit EA. The reports of the first quarter
of 1999 are unaudited.
INCOME STATEMENT
in EEK 1997 1998 I quarter 1999
Net Sales 0 19 348 442 2 791 285
Change in work-in-progress and finished 0 14 028 700 12 461 475
Capitalized self-constructed assets 0 47 011 944 0
Other revenue 0 187 000 0
TOTAL REVENUE 0 80 576 086 15 252 760
Materials, consumables and supplies 0 61 128 837 12 481 725
Other operating expenses 49 723 2 674 938 4 888 038
Personnel expenses 0 908 658 284 456
incl. wages and salaries 0 683 202 213 877
social security cost 0 225 457 70 579
Depreciation 0 12 196 810 532 704
incl. depreciation of non-current assets,
amortization and value adjustments 0 885 810 532 704
value adjustments of current assets 0 11 311 000 0
Other expenses 0 187 003 34
TOTAL EXPENSES 49 723 77 096 246 18 186 957
OPERATING PROFIT (- LOSS) -49 723 3 479 840 -2 934 197
Financial income 335 701 305 622 23 003
Financial income from stocks of
subsidiary enterprises 0 165 127
Other interest and similar income 335 701 305 457 22 876
Financial expenses 495 1 080 069 1 135 645
Financial expenses related to
subsidiary enterprises 0 0 3 608
Financial expenses related to
associated enterprises 0 21 929 420 630
Interest expense 0 1 058 140 711 407
Other financial expenses 495 0 0
PROFIT FROM NORMAL OPERATIONS 285 483 2 705 393 -4 046 839
Income tax 74 226 0 0
Deferred income tax 0 830 680 0
NET PROFIT (- LOSS) FOR THE FINANCIAL YEAR 211 257 1 874 713 -4 046 839
INCOME STATEMENT
Scheme 2 up to the operating profit
in EEK 1997 1998 I quarter 1999
Net Sales 0 19 348 442 2 791 285
Cost of goods sold 0 2 263 626 679 881
GROSS PROFIT (- LOSS) 0 17 084 816 2 111 404
Marketing expenses 0 91 445 4 786 579
Administration and general expenses 49 723 2 389 528 259 022
Other income 0 187 000 0
Other expenses 0 11 311 003 0
incl. value adjustments of current assets 0 11 311 000 0
OPERATING PROFIT (-LOSS) -49 723 3 479 840 -2 934 197
BALANCE SHEET
in EEK 31.12.97 31.12.98 31.03.99
CURRENT ASSETS 7 404 512 64 367 489 49 861 964
Cash and bank 104 512 860 922 1 704 754
Marketable securities 7 300 000 0 511 000
Receivables from clients 0 260 952 304 103
Accounts receivable 0 260 952 304 103
Miscellaneous receivables 0 37 583 834 12 887 077
Receivables from subsidiary and parent enterprises 0 37 471 845 12 802 897
Other short-term receivables 0 111 989 84 180
Accrued income 0 0 11 113
Interest receivable 0 0 11 113
Prepaid expenses 0 164 110 191 898
Prepaid taxes 0 0 18 540
Other prepaid expenses 0 164 110 173 358
Inventories 0 25 497 671 34 252 019
Work-in-progress 0 14 028 700 26 490 175
Merchandise purchased for resale 0 11 468 971 7 761 844
NONCURRENT ASSETS 2 880 971 77 143 469 83 909 837
Long-term financial investments 0 9 807 639 17 106 712
Shares of subsidiary enterprises 0 47 364 82 586
Shares of associated enterprises 0 28 071 4 557 441
Other shares and securities 0 1 450 000 1 450 000
Miscellaneous long-term receivables 0 8 282 204 11 016 685
Intangible assets 2 880 971 67 335 830 66 803 125
Land and buildings 2 880 971 55 848 787 55 848 787
Land lease 0 10 812 401 10 812 401
Plant and other equipment and fixtures 0 337 383 337 383
Accumulated depreciation 0 -885 810 -1 418 515
Self-constructed physical assets under construction 0 1 184 147 1 184 147
Prepayments for noncurrent physical assets 0 38 922 38 922
TOTAL ASSETS 10 285 483 141 510 958 133 771 801
in EEK 31.12.97 31.12.98 31.03.99
CURRENT LIABILITIES 74 226 12 056 262 8 358 760
Short-term debt 0 8 848 327 2 590 916
Current portion of long-term debt repayment 0 3 456 000 2 590 589
Short-term loans from financial institutions 0 5 392 327 327
Customer prepayments 0 2 680 038 5 092 890
Payables to suppliers 0 159 721 236 494
Accounts payable to suppliers 0 159 721 236 494
Miscellaneous liabilities 0 19 980 202 911
Payables to subsidiary or parent enterprises 0 19 980 202 911
Tax liabilities 74 226 135 099 116 202
Accrued expenses 0 213 097 119 347
Payables to employees 0 98 147 119 347
Interests payable 0 114 950 0
NONCURRENT LIABILITIES 0 27 374 680 27 374 680
Long-term debt 0 26 544 000 26 544 000
Long-term loans from financial institutions 0 26 544 000 26 544 000
Noncurrent provisions 0 830 680 830 680
Deferred income tax 0 830 680 830 680
OWNERS' EQUITY 10 211 257 102 080 016 98 038 361
Share capital 10 000 000 99 995 000 99 995 000
Reserves 0 100 000 100 000
Mandatory legal reserve 0 100 000 100 000
Retained earnings 0 111 257 1 985 970
Net profit (- loss) for the financial year 211 257 1 874 713 -4 046 839
Rate fluctuations 0 -954 4 230
TOTAL LIABILITIES AND OWNERS' EQUITY 10 285 483 141 510 958 133 771 801
DEBTS
Debts as of 1st June 1999:
creditor Hansapank
amount 3 750 000 DEM
balance 28 557 480 EEK
due date 20th May, 2003
interest DEM 6 months LIBOR + marginal 4.8%
purpose financing the office building of Electrolux
guarantee the office building of Electrolux, Mustamäe tee 24, guarantee of Merko Ehitus
creditor Merko Ehitus
amount with the limit of 1 200 000 EEK
balance 200 000 EEK
due date 28th Feb., 2000
interest 0%
purpose for the acquisition of Möldre 35 / Soovildiku 19
guarantee all assets of E.L.L. Kinnisvara
In addition there has been concluded a loan contract which comes to force on the 1st July 1999:
creditor Ühispank
amount 750 000 DEM
balance 0
due date 11st July 2005
interest DEM 6 month LIBOR + 11.3%
purpose for the construction of dwelling-office building at Vilmsi 44 / Poska
guarantee Vilmsi 44 / Poska 4
SHARE CAPITAL AND STRUCTURE OF SHAREHOLDERS
According to the articles of association the share capital can be
from 60 million up to 240 million EEK. The share capital is divided into
shares with the nominal value of 10 EEK.
The share capital of the company of 99 995 000 EEK is divided into
9 999 500 equity shares.
The shareholder has the right to dispossess his or her shares.
The shareholder can pledge or encumber the shares with an usufruct.
The sole owner of E.L.L. Kinnisvara is Merko Ehitus.
LEGAL DISPUTES
There are no proceedings in court or arbitration.
THE CONTRACTS IN FORCE BETWEEN MERKO EHITUS AND E.L.L. KINNISVARA
1. Construction contract no. 6430 (construction of dwelling-office
building at Vilmsi tn 44/46 / Poska 4; contractual price 38 million
EEK).
2. Construction contract no. 6507 (construction of sample house at
Veskimöldre residential sector, contractual price 1.6 million EEK).
3. Loan contract (from 12.03.1999 until 28.02.2000, interest 0%,
with the limit of 1.2 million EEK, presently in use 200 thousand EEK).
MANAGEMENT
Members of the Council:
Tõnu Toomik, Ülo Metsaots, Toomas Annus
Members of the Board:
Jaak Vende, Almar Otter
Tõnu Toomik
Chairman of the Board, General Director
tel. +372 6 105 105
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