Invalda LT, one of the major Lithuanian investment companies, hereby inform about drawn – up split-off terms of the public joint – stock company Invalda LT. According to the terms, three companies INVL Baltic Farmland, INVL Baltic Real Estate and INVL Technology, presently comprising 47,95% of Invalda LT assets calculated in book values, will be split-off from Invalda LT. Invalda LT is split-off in order to redesign its business model according to classical asset management principles.
The terms have been prepared by the Board of the company following the resolution of the Extraordinary General Shareholders Meeting of 5 February 2014.
The split-off is conducted under paragraph 1 of Article 71 of the Law on Companies of the Republic of Lithuania – when a part of the company continuing its activity is split-off and on the basis of assets, rights and duties assigned to this part, new companies of the same legal form are established.
According to paragraph 2 of Article 72 of the Law on Companies of the Republic of Lithuania, the provisions of the Civil Code and the Law on Companies of the Republic of Lithuania regulating reorganisation by division shall apply to the split-off.
There are no terminated legal entities upon the split-off. The company continuing its activity after the split-off: the public joint-stock company Invalda LT; legal form – public joint-stock company; office address – Vilnius city municipality, city of Vilnius, Seimyniskiu str. 1A; corporate code 121304349; VAT payer code: LT213043414; the authorized capital till the split-off is LTL 24,833,551; subscribed authorized capital is LTL 24,833,55; the number of own shares is 2,036,254 units; the authorised capital after the split-off will be LTL 11,865,993; register wherein information about the company has been filed and stored – Register of Legal Entities. After the split-off Invalda LT will own stakes in Vilniaus Baldai, Litagra, facilities management group Inservis, Kelio Zenklai and other financial assets.
The split-off companies:
(i) The public joint-stock company INVL Technology, the legal form – public joint – stock company; the registered address – Seimyniskiu str. 1A, Vilnius, Lithuania; the corporate code will be provided in accordance with legal acts after the company will be registered in the Register of Legal Entities; the authorized capital will be formed in accordance with the split – off terms and will equal to LTL 592,730; the register wherein information about the company will be filed and stored – Register of Legal Entities.
80 percent of BAIP Group shares should be transferred to INVL Technology. As it was announced earlier, unaudited revenues of BAIP Group increased by 25% in 2013 and reached LTL 50.3 million. Meanwhile EBITDA (earnings before interest, taxes, depreciation and amortization) increased by 63 percent and reached LTL 4.4 million.
(ii) The public joint-stock company INVL Baltic Farmland, the legal form – public joint – stock company; the registered address – Seimyniskiu str. 1A, Vilnius, Lithuania; the corporate code will be provided in accordance with legal acts after the company will be registered in the Register of Legal Entities; the authorized capital will be formed in accordance with the split-off terms and will equal to LTL 3,294,209; the register wherein information about the company will be filed and stored – Register of Legal Entities. 17 companies investing into agricultural land and loans granted to them should be transferred to INVL Baltic Farmland. Presently 17 companies altogether own about 3 thousand hectare of land, the consolidated equity at the end of 2013 amounted to LTL 34.4 million.
(iii) The public joint-stock company INVL Baltic Real Estate, the legal form – public joint-stock company; the registered address – Seimyniskiu str. 1A, Vilnius, Lithuania; the corporate code will be provided in accordance with legal acts after the company will be registered in the Register of Legal Entities; the authorized capital will be formed in accordance with the split – off terms and will equal to LTL 7,044,365; the register wherein information about the company will be filed and stored – Register of Legal Entities.
INVL Baltic Real Estate will be transferred Invaldos Nekilnojamojo Turto Fondas and Rovelija, real estate companies of Invalda LT, loans granted to the company Rovelija and assets in Latvia related to the real estate logistics project. Consolidated equity of INVL Baltic Real Estate, would amount to LTL 44.3 million, assets – LTL 150.2 million, as of the end of 2013.
The split-off will be performed provided that under the procedure established by legal acts of the Republic of Lithuania, the General Shareholders Meeting of the public joint-stock company Invalda LT approves the split-off as well as split-off terms and other related issues.
The split-off will be completed on the day on which the last of the following events will take place: (i) amended Articles of Association of the public joint-stock company Invalda LT with reduced authorized capital will be registered by the Register of Legal Entities; (ii) the public joint-stock company INVL Technology, the public joint-stock company INVL Baltic Real Estate and the public joint-stock company INVL Baltic Farmland (the Sprit-Off Companies) will be registered by the Register of Legal Entities; (iii) annulled shares of the Shareholders in the public joint-stock company Invalda LT will be exchanged for the ordinary registered shares in the Split-Off Companies; (iv) transfer – acceptance certificates will be executed.
Shareholders’ shares in the public joint-stock company Invalda LT will be annulled at the end of the day of registration in the Register of Legal Entities the split-off companies: public joint-stock company INVL Technology, public joint-stock company INVL Baltic Real Estate and a public joint-stock company INVL Baltic Farmland. The annulled shares will be exchanged for the relevant part of shares of the split-off companies according to the rules stated in the split-off terms. 52.05 % of assets, equity and liabilities (calculated in book values) will stay in Invalda LT, 14.45% will be transferred to INVL Baltic Farmland, 30.9 % – will be transferred to INVL Baltic Real Estate and 2.6 % will be transferred to INVL Technology. The standalone assets of Invalda LT in 2013 accounted to LTL 174.9 million, equity – LTL 160.3 million.
The split-off terms as well as all annexes of the split-off terms, financial statements and annual reports for the last three years are available in the registered office of the public joint-stock company Invalda LT (Vilnius city municipality, city of Vilnius, Seimyniskiu str. 1A) every working day from 8 a.m. till 4 p.m. as well as on the website of www.invaldainvl.com. The split-off terms together with related documents will be published on the website of NASDAQ OMX Vilnius stock exchange. The information about drawn-up terms of split-off will be announced in the Information Publication of the Register of Legal Entities.
The date of a public announcement of the Split-Off Terms is 21 March 2014.
Translation note. The enclosed documents are a translation from the original, which was prepared in Lithuanian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the accompanying documents takes precedence over the translation.
Enclosed:
Split-Off terms of the public joint-stock company Invalda LT
Annex 1 – The minutes of the general meeting of shareholders of the public joint – stock company Invalda LT dated 5 February 2014.
Annex 2 – The interim financial statements of the Company Participating in the Split – Off as of 31 December 2013.
Annex 3 – The draft Articles of Association of the public joint – stock company Invalda LT.
Annex 4 – The draft Articles of Association of the public joint – stock company INVL Baltic Real Estate.
Annex 5 – The draft Articles of Association of the public joint – stock company INVL Baltic Farmland.
Annex 6 – The draft Articles of Association of the public joint – stock company INVL Technology.
Annex 7 – Information about the Split – Off public joint – stock company INVL Baltic Real Estate.
Annex 8 – Information about the Split – Off public joint – stock company INVL Baltic Farmland.
Annex 9 – Information about the Split – Off public joint – stock company INVL Technology.
Annex 10 – The balance sheet of the Split – Off of the public joint – stock company Invalda LT and information assets, liabilities and equity capital to be transferred to the Split – Off Companies.
The presentation of asset management business model and split – off terms of Invalda LT, AB
The person authorized to provide additional information:
Darius Sulnis
President
Phone +370 5279 0601
E-mail: [email protected]