ARCO VARA AS - NASDAQ OMX Baltic

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the financial year ended 31 December 2005, in thousands of EEK Share capital Equity attributable to the owners of the Parent Share premium Legal mandatory reserve F-86 Other reserves 1 Retained earnings Total Minority interest Total equity Balance at 31.12.2003 4 200 8 841 400 308 168 085 181 834 73 798 255 632 Reclassification from property, plant and equipment to investment property 0 0 0 5 186 0 5 186 0 5 186 Dividends to owners of the Parent 2 0 0 0 0 -6 000 -6 000 0 -6 000 Foreign currency translation 0 0 0 208 0 208 0 208 Dividends of subsidiaries Changes in minority interests caused by 0 0 0 0 0 0 -704 -704 changes in the Parent’s ownership in 0 0 0 0 0 0 -7 840 -7 840 subsidiaries Increase in legal mandatory reserve 0 0 20 0 -20 0 0 0 Net profit for the year 0 0 0 0 100 055 100 055 6 580 106 635 Balance at 31.12.2004 4 200 8 841 420 5 702 262 120 281 283 71 834 353 117 Bonus issue 268 355 -8 841 0 -5 186 -254 328 0 0 0 Issue of new shares 31 975 123 083 0 0 0 155 058 0 155 058 Dividends to owners of the Parent 2 0 0 0 0 -7 792 -7 792 0 -7 792 Adjustments of retained earnings 0 0 0 0 -420 -420 0 -420 Foreign currency translation 0 0 0 -42 0 -42 0 -42 Dividends of subsidiaries Changes in minority interests caused by 0 0 0 0 0 0 -823 -823 changes in the Parent’s ownership in subsidiaries (Note 16) 0 0 0 0 0 0 -34 796 -34 796 Net profit for the year 0 0 0 0 101 231 101 231 15 212 116 443 Balance at 31.12.2005 304 530 123 083 420 474 100 811 529 318 51 427 580 745 1 Other reserves consist of the translation difference of foreign subsidiaries’ financial statements from their functional currency to the presentation currency of the consolidated financial statements and gains from the revaluation of real estate arose at its reclassification from property, plant and equipment to investment property. More detail information on these reserves as well as the egal mandatory reserve has been disclosed in Note 5 “Summary of the significant accounting policies”. 2 Dividends per share have been announced in the reporting period as follows:
2005 2004 Total dividends announced 7 792 6 000 Number of shares at the announcement date 8 400 8 400 Dividends per share (kroons) 928 714 Additional information on share capital and share premium has been disclosed in Note 32. F-87
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OFFERING CIRCULAR Offering of 34,45
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The Combined Offering will be gover
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neither subject to Section 13 or 15
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TABLE OF CONTENTS SUMMARY .........
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SUMMARY This summary should be read
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GROUP STRUCTURE Arco Vara AS, a com
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to increase the number of new Offer
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SUMMARY OF THE CONSOLIDATED FINANCI
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RISK FACTORS An investment in the O
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In addition, the government and mun
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find changes in customer preference
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from interest rate fluctuations. Se
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Contractual risks A dispute may ari
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staff will increase. Future success
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existing competitive advantages, no
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subject to the discretion of the Co
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their transition process is far fro
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Group fails to achieve new competit
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CANCELLATION OF COMBINED OFFERING T
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By submitting a Purchase Order an i
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Any remaining Offer Shares that can
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Priit Hainoja 15,500 Total 1,550,00
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INSTRUCTIONS TO INVESTORS IN ESTONI
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SUBMISSION OF PURCHASE ORDERS INSTR
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BACKGROUND TO THE COMBINED OFFERING
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USE OF PROCEEDS The aggregate net p
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CAPITALIZATION AND INDEBTEDNESS The
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The International Monetary Fund (IM
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• Class D: Lowest quality office
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The table below compares prime offi
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on apartments. Developers increasin
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The table below summarises the rece
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prestigious districts, such as the
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The following table summarises the
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570,000 m 2 between 2003 and 2006,
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Office property market King Sturge
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The following table outlines genera
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Project Consolidated project book v
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originate from the new target marke
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HISTORY The Group was founded in 19
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EEK million 2004 audited % EEK mill
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Country 2004 2005 2006 31 March 200
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Any small scale development project
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Name of the company 2004 (EEK m) 20
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tends to be smoother in Latvia than
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In addition to 21 projects specifie
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project is also expected in 2007. T
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RESIDENTIAL DEVELOPMENT PROJECTS Ti
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Laeva office building project in Ta
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The property in TOP Pirita includes
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Enerpoint office property in Kuress
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The construction division has a sup
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prescribed by IFRS, such investment
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Human resource management principle
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Name / Location Description Intende
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the Group nor does it consider it l
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ENVIRONMENTAL ISSUES As a result of
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The shareholders’ meeting can pas
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If a party breaches its obligations
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Shareholders’ agreement in relati
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transactions of the Group, see Note
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expiring on 31 December 2007. Inter
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• Loan agreement between Arco Inv
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SELECTED FINANCIAL DATA The followi
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Year ended 31 December Three months
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ownership structures and disposals
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a company owned by City of Riga. A
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The Group’s future development de
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Year ended 31 December Three months
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evenue of the division for the firs
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Total revenue from rental and prope
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The Group recognised an EEK 7.5 mil
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Operating expenses Marketing expens
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were an increase in operating profi
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As at 31 December 2006, Arco Vara A
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Revenue from sales of other goods R
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MANAGEMENT Pursuant to the provisio
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more than two members, the Supervis
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Kaido Kangur 1968 Head of Services
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CORPORATE GOVERNANCE The Estonian F
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165 Privador AS, Supervisory Counci
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Each member of the Management Board
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currently under compulsory liquidat
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DEVELOPMENT Name % Registered offic
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CHANGES IN THE SHARE CAPITAL Since
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For the description of transactions
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The rights attaching to any class o
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obligation to make the mandatory ta
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The supervisory council engages in
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The public has access to certain in
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established by law (such permission
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TAXATION The following summary is b
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In addition, as the current income
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FEDERAL TAX CONSIDERATIONS IN UNITE
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Treaty. For Estonian taxation on ga
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GENERAL UNDERWRITING The Company an
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ely upon the truth and accuracy of
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document in respect of the Offer, u
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non-U.S. plan, and such acquisition
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DEFINITIONS AND GLOSSARY “CAB”
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INDEX TO FINANCIAL STATEMENTS F-1 P
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CONSOLIDATED INCOME STATEMENT in th
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CONSOLIDATED CASH FLOW STATEMENT in
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NOTES TO THE CONSOLIDATED INTERIM C
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Property, plant and equipment (note
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The decrease in the volume of the a
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Disposals related to sale of subsid
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13 Events after the balance sheet d
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CONSOLIDATED INCOME STATEMENT in th
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CONSOLIDATED CASH FLOW STATEMENT in
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NOTES TO THE CONSOLIDATED FINANCIAL
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3 Changes in the presentation and a
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Estimation uncertainty The estimate
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warranty provisions and other produ
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Financial Reporting Standards may n
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Investment property Investment prop
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Expenses incurred on PPE after thei
Page 239 and 240: subsequently measured at amortised
Page 241 and 242: Accounting for investments in subsi
Page 243 and 244: Segment investments into non-curren
Page 245 and 246: Companies belonging to the Arco Var
Page 247 and 248: 7.2 Changes in the Group's ownershi
Page 249 and 250: F-45 1.01.2005 Cash and cash equiva
Page 251 and 252: In the autumn of 2006, Pennington K
Page 253 and 254: 1 Depreciation, amoritzation and im
Page 255 and 256: Operating lease: Group as the lesse
Page 257 and 258: The net realizable value of invento
Page 259 and 260: 1 Investments measured at fair valu
Page 261 and 262: properties into investment property
Page 263 and 264: o Forecasted aggressive growth in r
Page 265 and 266: 2 Other short-term and long-term lo
Page 267 and 268: Total adjustment of revenue 3 903 -
Page 269 and 270: 32 Contingent liabilities in thousa
Page 271 and 272: Risk management in Arco Vara Group
Page 273 and 274: Interest-bearing receivables and li
Page 275 and 276: 35 Cash flows from operating activi
Page 277 and 278: 2006 2005 Sales revenue 249 1 829 P
Page 279 and 280: As a part of the restructuring, the
Page 281 and 282: 41 Main statements of the Parent as
Page 283 and 284: Cash Flow Statement 2006 2005 Cash
Page 285 and 286: CONSOLIDATED AUDITED FINANCIAL STAT
Page 287 and 288: CONSOLIDATED BALANCE SHEET for the
Page 289: 1 In 2005, purchase of investment p
Page 293 and 294: More detailed information of subsid
Page 295 and 296: these new / revised standards and i
Page 297 and 298: Receivable from local municipalitie
Page 299 and 300: agreed, is concluded. Payments rece
Page 301 and 302: Interest income from receivables an
Page 303 and 304: characteristic (age, sort and level
Page 305 and 306: eviewed for impairment when events
Page 307 and 308: tax. A Group’s potential tax liab
Page 309 and 310: As of 31.12.2004 or for the year 20
Page 311 and 312: 8 Cost of sales in thousands of kro
Page 313 and 314: Weighted average number of ordinary
Page 315 and 316: Arco Maadehalduse OÜ Arco Manageme
Page 317 and 318: 4 In 2005, the Group purchased 20%
Page 319 and 320: Cash and cash equivalents -253 Othe
Page 321 and 322: 19 Long-term receivables in thousan
Page 323 and 324: Reclassifications from and to prope
Page 325 and 326: Amortisation charge 0 0 -263 -263 I
Page 327 and 328: Additional information on borrowing
Page 329 and 330: 29 Other long-term payables in thou
Page 331 and 332: counterparty to be able to use the
Page 333 and 334: The amount of cash and cash equival
Page 335 and 336: many real estate transactions are f
Page 337 and 338: The acquisition of ownership in the
Page 339 and 340: 38 Main statements of the Parent as
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Repayments of borrowings -142 693 -
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Opinion In our opinion, the consoli
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ANNEX A: COLLIERS INTERNATIONAL APP
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TABLE OF CONTENTS Instructions Page
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COMPLIANCE WITH STANDARDS AND STATU
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VALUATION METHODOLOGIES Discounted
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SUMMARY All information gathered ha
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Project Address Cadastral Gross Inc
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six-storey high 100% office buildin
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Project Address Cadastral Size, Net
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[THIS PAGE HAS INTENTIONALLY BEEN L
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[THIS PAGE HAS INTENTIONALLY BEEN L
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