ARCO VARA AS - NASDAQ OMX Baltic

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multiplying the Offer Price (converted to Latvian lats as specified above) with the number of Offer Shares allocated to the investor as the transaction amount. An investor may amend or cancel a Purchase Order at any time before the expiry of the Offer Period in accordance with the procedure described in section “Amendment or cancellation of Purchase Orders”. CUSTODY OF AND TRADING IN THE SHARES The Shares are registered in the Estonian Central Register of Securities. After the settlement the Offer Shares allocated to investors in Latvia will be held in custody on the nominee account of the Latvian Central Depository with the Estonian Central Register of Securities. At the Latvian Central Depository level, the Shares will initially be recorded in the correspondent account of <strong>AS</strong> SEB Latvijas Unibanka, which will in turn record the Shares in the investors’ custody accounts with <strong>AS</strong> SEB Latvijas Unibanka. The investors in Latvia will have an option, at any time after the settlement, to transfer the Shares to their accounts with other custodians eligible to hold the Shares. The relevant custodian will forward to the investor any information regarding the shareholding and requiring action by the investor when such information is received by the custodian. The investor is responsible for giving instructions to the custodian with regard to such required action. Under certain circumstances, if so agreed, the custodian may, however, take action on behalf of the investor. To trade in the Shares, the investors shall give instructions to purchase or sell the Shares to the custodians or other providers of financial services eligible to execute such instructions. EXERCISE OF SHAREHOLDER RIGHTS BY INVESTORS IN LATVIA Dividends and other distributions Any dividends paid out by the Company will be distributed to the Latvian investors through the Latvian Central Depository and the relevant custodians. The Latvian Central Depository, upon receipt of the total amount of the dividends to be distributed to the Latvian investors, will credit it to the accounts of the relevant custodians holding the Shares. The relevant custodians will, in turn, distribute the amount of the dividends credited to their accounts to the investors. Participation in General Meetings of Shareholders To participate at a General Meeting of Shareholders in person, an investor in Latvia must, as a general rule, request his/her/its custodian to provide him/her/it a written power of attorney to represent the custodian or the Latvian Central Depository in the General Meeting of Shareholders. Although the investor acts in the General Meeting of Shareholders as a representative of the custodian or the Latvian Central Depository, the use of shareholder rights in the meeting is at the sole discretion of the shareholder. Alternative procedures may be available for the participation at General Meetings of Shareholders. To obtain information about such procedures, investors in Latvia should contact their respective custodians. Taxation of dividends Please see “Taxation – Latvian Taxation”. 48
BACKGROUND TO THE COMBINED OFFERING The purpose of the Combined Offering is to provide financing for expansion of the Group's operations, create a new source of finance to support the Company’s development and broaden the Group's shareholder base. The Combined Offering provides the prerequisites for the Company's listing. The listing is expected to enhance the Group’s profile among current and prospective customers, co-operation partners and prospective future employees to be recruited by the Group as well as eventually provide liquidity to the Company's existing shareholders. For a discussion of the Group’s plans concerning the use of proceeds from the Combined Offering, see “Use of Proceeds.” 49
Page 1 and 2: OFFERING CIRCULAR Offering of 34,45
Page 3 and 4: The Combined Offering will be gover
Page 5 and 6: neither subject to Section 13 or 15
Page 7 and 8: TABLE OF CONTENTS SUMMARY .........
Page 9 and 10: SUMMARY This summary should be read
Page 11 and 12: GROUP STRUCTURE Arco Vara AS, a com
Page 13 and 14: to increase the number of new Offer
Page 15 and 16: SUMMARY OF THE CONSOLIDATED FINANCI
Page 17 and 18: RISK FACTORS An investment in the O
Page 19 and 20: In addition, the government and mun
Page 21 and 22: find changes in customer preference
Page 23 and 24: from interest rate fluctuations. Se
Page 25 and 26: Contractual risks A dispute may ari
Page 27 and 28: staff will increase. Future success
Page 29 and 30: existing competitive advantages, no
Page 31 and 32: subject to the discretion of the Co
Page 33 and 34: their transition process is far fro
Page 35 and 36: Group fails to achieve new competit
Page 37 and 38: CANCELLATION OF COMBINED OFFERING T
Page 39 and 40: By submitting a Purchase Order an i
Page 41 and 42: Any remaining Offer Shares that can
Page 43 and 44: Priit Hainoja 15,500 Total 1,550,00
Page 45 and 46: INSTRUCTIONS TO INVESTORS IN ESTONI
Page 47: SUBMISSION OF PURCHASE ORDERS INSTR
Page 51 and 52: USE OF PROCEEDS The aggregate net p
Page 53 and 54: CAPITALIZATION AND INDEBTEDNESS The
Page 55 and 56: The International Monetary Fund (IM
Page 57 and 58: • Class D: Lowest quality office
Page 59 and 60: The table below compares prime offi
Page 61 and 62: on apartments. Developers increasin
Page 63 and 64: The table below summarises the rece
Page 65 and 66: prestigious districts, such as the
Page 67 and 68: The following table summarises the
Page 69 and 70: 570,000 m 2 between 2003 and 2006,
Page 71 and 72: Office property market King Sturge
Page 73 and 74: The following table outlines genera
Page 75 and 76: Project Consolidated project book v
Page 77 and 78: originate from the new target marke
Page 79 and 80: HISTORY The Group was founded in 19
Page 81 and 82: EEK million 2004 audited % EEK mill
Page 83 and 84: Country 2004 2005 2006 31 March 200
Page 85 and 86: Any small scale development project
Page 87 and 88: Name of the company 2004 (EEK m) 20
Page 89 and 90: tends to be smoother in Latvia than
Page 91 and 92: In addition to 21 projects specifie
Page 93 and 94: project is also expected in 2007. T
Page 95 and 96: RESIDENTIAL DEVELOPMENT PROJECTS Ti
Page 97 and 98: Laeva office building project in Ta
Page 99 and 100:
The property in TOP Pirita includes
Page 101 and 102:
Enerpoint office property in Kuress
Page 103 and 104:
The construction division has a sup
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prescribed by IFRS, such investment
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Human resource management principle
Page 109 and 110:
Name / Location Description Intende
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
the Group nor does it consider it l
Page 117 and 118:
ENVIRONMENTAL ISSUES As a result of
Page 119 and 120:
The shareholders’ meeting can pas
Page 121 and 122:
If a party breaches its obligations
Page 123 and 124:
Shareholders’ agreement in relati
Page 125 and 126:
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
Page 131 and 132:
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
Page 141 and 142:
Year ended 31 December Three months
Page 143 and 144:
evenue of the division for the firs
Page 145 and 146:
Total revenue from rental and prope
Page 147 and 148:
The Group recognised an EEK 7.5 mil
Page 149 and 150:
Operating expenses Marketing expens
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were an increase in operating profi
Page 153 and 154:
As at 31 December 2006, Arco Vara A
Page 155 and 156:
Revenue from sales of other goods R
Page 157 and 158:
MANAGEMENT Pursuant to the provisio
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more than two members, the Supervis
Page 161 and 162:
Kaido Kangur 1968 Head of Services
Page 163 and 164:
CORPORATE GOVERNANCE The Estonian F
Page 165 and 166:
165 Privador AS, Supervisory Counci
Page 167 and 168:
Each member of the Management Board
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currently under compulsory liquidat
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DEVELOPMENT Name % Registered offic
Page 173 and 174:
CHANGES IN THE SHARE CAPITAL Since
Page 175 and 176:
For the description of transactions
Page 177 and 178:
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
Page 183 and 184:
The public has access to certain in
Page 185 and 186:
established by law (such permission
Page 187 and 188:
TAXATION The following summary is b
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In addition, as the current income
Page 191 and 192:
FEDERAL TAX CONSIDERATIONS IN UNITE
Page 193 and 194:
Treaty. For Estonian taxation on ga
Page 195 and 196:
GENERAL UNDERWRITING The Company an
Page 197 and 198:
ely upon the truth and accuracy of
Page 199 and 200:
document in respect of the Offer, u
Page 201 and 202:
non-U.S. plan, and such acquisition
Page 203 and 204:
DEFINITIONS AND GLOSSARY “CAB”
Page 205 and 206:
INDEX TO FINANCIAL STATEMENTS F-1 P
Page 207 and 208:
CONSOLIDATED INCOME STATEMENT in th
Page 209 and 210:
CONSOLIDATED CASH FLOW STATEMENT in
Page 211 and 212:
NOTES TO THE CONSOLIDATED INTERIM C
Page 213 and 214:
Property, plant and equipment (note
Page 215 and 216:
The decrease in the volume of the a
Page 217 and 218:
Disposals related to sale of subsid
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13 Events after the balance sheet d
Page 221 and 222:
CONSOLIDATED INCOME STATEMENT in th
Page 223 and 224:
CONSOLIDATED CASH FLOW STATEMENT in
Page 225 and 226:
NOTES TO THE CONSOLIDATED FINANCIAL
Page 227 and 228:
3 Changes in the presentation and a
Page 229 and 230:
Estimation uncertainty The estimate
Page 231 and 232:
warranty provisions and other produ
Page 233 and 234:
Financial Reporting Standards may n
Page 235 and 236:
Investment property Investment prop
Page 237 and 238:
Expenses incurred on PPE after thei
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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 and 290:
1 In 2005, purchase of investment p
Page 291 and 292:
2005 2004 Total dividends announced
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
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 and 364:
[THIS PAGE HAS INTENTIONALLY BEEN L
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