ARCO VARA AS - NASDAQ OMX Baltic

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DETAILED OVERVIEW OF CASH FLOW GENERATING PROJECTS Project Address Cadastral Size, Description and Net Operating Purpose of land Appraised value Tenancies number sqm tenure Income usage of the project STÜ Tallinna Str 77, 34901:003:0094 1’623 Building rights, N/a First year Residential (actual EUR 1’698’000 Kuressaare, ground lease. Cash EUR 138’000 use is retail) Saare County flow generating Kalevi põik 6, 34901:003:0072 2’714 project, as business Residential (actual Kuressaare, and retail centre use is retail) Saare County together with Tallinna Str 79, 34901:003:0171 6’716 servicing plot as Transport, parking Kuressaare, parking area. Saare County AVSK Rüütli 16 / 18, 78401:101:3700 687 Leasable area size is AS Inrestauraator, office and catering First year Residential / EUR 2’378’000 Tallinn, Harju 992 sqm, which EUR 28’000 business County consists of 72% office premises and 28% catering premises. Rüütli Str 16 / 78401:101:3700 687 Size of the apartment Formerly apartment. Space is free of lease First year EUR 0 Residential/ EUR 146’000 18-2, Tallinn, property is 38,2 sqm. contract currently. business Harju County Raekoja Str 10, 34901:011:0055 2’382 Called Rae Centre Anchor tenant is Saaremaa Consumer’s First year Business EUR 2’538’000 Kuressaare, located in the very Association, which occupies 85% of the building. EUR 172’000 Saare County centre of town Ltd ABC Saare OÜ occupies 7% of the building. Kuressaare in the The other minor tenants are: Ltd HM Grupp island of Saaremaa. Saare OÜ, Ltd Lillekoda OÜ, Ltd Eurex Capital GLA is 1’493 sqm. OÜ, Ltd OÜ M.S.I. Loto, SEB Eesti Ühispank. Kotzebue Str 78408:801:0118 980 Leaseable are size is Ltd OÜ Elkerg 100% First year Business EUR 254’000 18c, Tallinn, 415,4 sqm, of which EUR 17’000 Harju County 84% is storage premises and 16% is office premises. A-14
Project Address Cadastral Size, Net Operating Purpose of Appraised value Description and tenure Tenancies number sqm Income land usage of the project Enerpoint Kalevi põik 7, 34901:003:0030 3’647 Closed gross area is 2208 sqm. Usufruct fee is Ltd Enerpoint OÜ First year Production EUR 852’000 Kuressaare, received, while amount is being fixed, EUR 80’000 Saare County indexation 2% in a year and back purchase price Kalevi põik 7a, 34901:003:0053 678 is also fixed. Production Kuressaare, Saare County Kalevi põik 7b, 34901:003:0054 926 Production Kuressaare, Saare County Kerberon Kadaka tee 131, 78405:502:1290 24’176 Building rights-ground lease until 2051. Main tenants are First year Production EUR 5’027’000 Tallinn Usufruct fee yearly payable to City of Tallinn is Prategli Invest OÜ (57% of EUR 405’000 EUR 14’416. the areas), AS Industek (20%), Ltd Küttemaailm OÜ (9%). Owner is Ltd OÜ Kerberon, which also belongs (2/3) to Arco Investeeringute AS. Melon Estonia Avenue 78401:102:0080 4’409 Footprint size is 1’979 sqm and GLA is 6’337 The main tenants are Ltd EUR 732’000 Business- EUR 12’004’000 1/3, Tallinn sqm (main building). Atko Halduse OÜ, A&G production Kaubanduse AS, Hewlett Packard, Ltd IMG Numeri OÜ. All in all, 47 different tenants. Lessees tend to rotate quite often due to insufficient parking capacity and uncomfortable planning of the building. Pärnu Suur-Sepa Str 62511:084:1670 7’663 City of Pärnu marketplace. One-storey building Ca 124 tenants EUR 203’000 EUR 2’571’000 marketplace 18, Pärnu located at the edge of the city centre, where sellers trade with their merchandise. Market place has been there for a number of years and is frequently used mostly by price sensitive people. TOP Business Regati 78402:202:2990 175’937 Under evaluation is imaginary part (88%) of the N/a First year Business and EUR 17’123’000 Avenue 1, 3, (100%) total freehold. Out of mentioned 88%, here, the EUR 1’074’00 social (5), Tallinn 154’563 cash flow producing part of it is being evaluated. 0 (88%) Income from existing buildings and from the port administration is reflected here. A-15
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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
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subsequently measured at amortised
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Accounting for investments in subsi
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Segment investments into non-curren
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Companies belonging to the Arco Var
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7.2 Changes in the Group's ownershi
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F-45 1.01.2005 Cash and cash equiva
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In the autumn of 2006, Pennington K
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1 Depreciation, amoritzation and im
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Operating lease: Group as the lesse
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The net realizable value of invento
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1 Investments measured at fair valu
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properties into investment property
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o Forecasted aggressive growth in r
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2 Other short-term and long-term lo
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Total adjustment of revenue 3 903 -
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32 Contingent liabilities in thousa
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Risk management in Arco Vara Group
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Interest-bearing receivables and li
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35 Cash flows from operating activi
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2006 2005 Sales revenue 249 1 829 P
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As a part of the restructuring, the
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41 Main statements of the Parent as
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Cash Flow Statement 2006 2005 Cash
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CONSOLIDATED AUDITED FINANCIAL STAT
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CONSOLIDATED BALANCE SHEET for the
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1 In 2005, purchase of investment p
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2005 2004 Total dividends announced
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More detailed information of subsid
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these new / revised standards and i
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Receivable from local municipalitie
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agreed, is concluded. Payments rece
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Interest income from receivables an
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characteristic (age, sort and level
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eviewed for impairment when events
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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
Page 341 and 342: Repayments of borrowings -142 693 -
Page 343 and 344: Opinion In our opinion, the consoli
Page 345 and 346: ANNEX A: COLLIERS INTERNATIONAL APP
Page 347 and 348: TABLE OF CONTENTS Instructions Page
Page 349 and 350: COMPLIANCE WITH STANDARDS AND STATU
Page 351 and 352: VALUATION METHODOLOGIES Discounted
Page 353 and 354: SUMMARY All information gathered ha
Page 355 and 356: Project Address Cadastral Gross Inc
Page 357: six-storey high 100% office buildin
Page 361 and 362: [THIS PAGE HAS INTENTIONALLY BEEN L
Page 363 and 364: [THIS PAGE HAS INTENTIONALLY BEEN L
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