ARCO VARA AS - NASDAQ OMX Baltic

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ISSUER Arco Vara AS Jõe 2b 10151 Tallinn Estonia ADVISOR TO THE COMPANY, GLOBAL CO-ORDINATOR AND LEAD MANAGER Skandinaviska Enskilda Banken AB (publ), London Branch 2 Cannon Street London, EC4M 6XX United Kingdom ESTONIAN LEGAL ADVISER TO THE MANAGER Raidla & Partners, Attorneys at Law Roosikrantsi 2 10119 Tallinn Estonia INTERNATIONAL LEGAL ADVISER TO THE MANAGER Curtis, Mallet-Prevost, Colt & Mosle LLP 53 New Broad Street London EC2M 1BB United Kingdom INDEPENDENT AUDITORS Ernst & Young Baltic AS Rävala 4 10143 Tallinn Estonia
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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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tax. A Group’s potential tax liab
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As of 31.12.2004 or for the year 20
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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 and 358: six-storey high 100% office buildin
Page 359 and 360: Project Address Cadastral Size, Net
Page 361 and 362: [THIS PAGE HAS INTENTIONALLY BEEN L
Page 363: [THIS PAGE HAS INTENTIONALLY BEEN L
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