Joint Stock Company Eco Baltia - Dom Maklerski BZ WBK SA
Joint Stock Company Eco Baltia - Dom Maklerski BZ WBK SA
Joint Stock Company Eco Baltia - Dom Maklerski BZ WBK SA
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<strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> <strong>Eco</strong> <strong>Baltia</strong><br />
a joint stock company, having its registered office at Darza iela 2, Riga, Latvia and registered with the Commercial Register of the Republic<br />
of Latvia under number 40103446506<br />
Offering of up to 12,558,000 Shares, with a nominal value of LVL 1.00 each, and admission to trading on the Warsaw <strong>Stock</strong><br />
Exchange and the Riga <strong>Stock</strong> Exchange of up to 28,704,000 Shares of <strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> <strong>Eco</strong> <strong>Baltia</strong><br />
This document (the “Prospectus”) has been prepared for the purpose of (i) the offering (the “Offering”) of up to 12,558,000 bearer shares in<br />
the share capital, with a nominal value of LVL 1.00 each, in <strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> <strong>Eco</strong> <strong>Baltia</strong> (the “Issuer” or the “<strong>Company</strong>”), and (ii) the<br />
admission of up to 28,704,000 bearer shares of the Issuer (the “Shares”) to trading on the Warsaw <strong>Stock</strong> Exchange (Giełda Papierów<br />
Wartościowych w Warszawie S.A., the “WSE”) and the Riga <strong>Stock</strong> Exchange (NASDAQ OMX Riga, the “RSE”). The Issuer will be<br />
offering for subscription up to 6,279,000 newly issued Shares (the “New Shares”). Otrais Eko Fonds (the “Selling Shareholder”), the Issuer’s<br />
minority shareholder, will be offering up to 6,279,000 existing Shares (the “Sale Shares”). The New Shares to be issued by the Issuer and the<br />
Sale Shares offered by the Selling Shareholder are referred to, where the context permits, as the offer shares (the “Offer Shares”). The Issuer<br />
will only receive the net proceeds from the sale of the New Shares, whereas the Selling Shareholder will receive the net proceeds from the<br />
sale of its respective Sale Shares. The Offer Shares offered in this Offering constitute a minority interest in the Issuer. Prior to the completion<br />
of the Offering, the Selling Shareholder holds 28% of the issued share capital of the Issuer.<br />
The Offering consists of: (i) public offering to retail investors in Poland (the “Retail Investors”), (ii) public offering to institutional investors<br />
in Poland (the “Polish Institutional Investors”) and (iii) private placement to institutional investors in certain jurisdictions outside the United<br />
States and Poland in reliance on Regulation S under the U.S. Securities Act (the “International Investors”, and together with the Polish<br />
Institutional Investors, the “Institutional Investors”), in each case in accordance with applicable securities laws.<br />
The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US<br />
Securities Act”), or under any securities laws of any state or other jurisdiction of the United States. The Offer Shares are being<br />
offered and sold only outside the United States in offshore transactions in reliance on Regulation S under the US Securities Act<br />
(“Regulation S”) and may not be offered or sold within the United States or to, or for the account or benefit of, US persons (as<br />
defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of<br />
the US Securities Act (see "Selling Restrictions").<br />
The Offer Shares are being offered, as specified in this Prospectus, subject to cancellation or modification of the Offering and subject to<br />
certain other conditions.<br />
This Prospectus constitutes a prospectus for the purposes of Article 3 of European Union (EU) Directive 2003/71/EC (the “Prospectus<br />
Directive”) and has been prepared in accordance with the Financial Instrument Market Law of the Republic of Latvia, dated 20 November<br />
2003 (the “Latvian Financial Instrument Market Law”). The Latvian Financial and Capital Market Commission (Finanšu un kapitāla tirgus<br />
komisija, the “FKTK”) in its capacity as the competent authority in Latvia under the Latvian Financial Instrument Market Law, has approved<br />
this document as a prospectus. The Issuer has requested that the FKTK provide the competent authority in Poland, Polish Financial<br />
Supervision Authority (Komisja Nadzoru Finansowego, the “PF<strong>SA</strong>”) with a certificate of approval attesting that this Prospectus has been<br />
drawn up in accordance with the Prospectus Directive. The Issuer will be authorised to carry out the Offering to the public in Poland, once<br />
the FKTK has provided the PF<strong>SA</strong> with a certificate of approval of this Prospectus and after the Prospectus has been made available to the<br />
public together with a translation of the summary into the Polish language. See "Risk Factors" for a discussion of certain considerations<br />
to be taken into account when deciding whether to invest in the Offer Shares.<br />
Prior to the Offering, there was no public market for the Shares. Based on this Prospectus, the Issuer intends to apply for up to 28,704,000<br />
Shares, including the Offer Shares, to be admitted to listing and trading on the main market of the WSE and the main market (list) of the RSE<br />
(the “Admission”). The Issuer expects that trading in the Shares on the WSE and the RSE will commence in on or about 16 July 2012 (the<br />
“Listing Date”). Settlement of the Offering is expected to occur on or about 12 July 2012 (the “Settlement Date”). Prospective Retail and<br />
Institutional Investors may subscribe for or purchase the Offer Shares during a period which is expected to commence on or about 29 June<br />
2012 and is expected to end on or about 4 July 2012 (the “Subscription Period”). The final offer price per one Offer Share denominated in<br />
PLN (the "Offer Price"), the final number of the Offer Shares, and the final number of Offer Shares allocated to each tranche will be<br />
determined by the Issuer and the Selling Shareholder, acting jointly, upon recommendation of the Offering Broker after completion of bookbuilding<br />
process for Institutional Investors and prior to commencement of the subscription period in the retail and institutional tranche no<br />
later than on or about 29 June 2012 (by 9:00 am CET) and will, in accordance with Art. 17.7 and 21.4 of the Latvian Financial Instrument<br />
Market Law and Art. 54 of the Polish Public Offerings Act, be filed with the FKTK and PF<strong>SA</strong> and published on the websites of the Issuer<br />
(www.ecobaltia.lv) and the Offering Broker (www.dmbzwbk.pl), otherwise in accordance with applicable Latvian and Polish regulations.<br />
The Shares of the <strong>Company</strong> are bearer shares and are registered with the Latvian Central Depository (Latvijas Centrālais Depozitārijs, the<br />
“LCD“) under ISIN code LV0000101350. The delivery of the Offer Shares will be made through the book-entry facilities by transferring<br />
them from the LCD to the Polish clearing and settlement institution – the National Depository for Securities (Krajowy Depozyt Papierów<br />
Wartościowych S.A., the “NDS”). Shareholders in the Issuer may hold the Shares through the NDS and/or LCD participants, such as<br />
investment firms and custodian banks operating in Poland and/or Latvia.<br />
Offer Price: To be determined in PLN and announced no later than on or about 29 June 2012<br />
BIC Securities SIA is the financial advisor (the “Financial Advisor”) and Bank Zachodni <strong>WBK</strong> S.A. is the capital advisor (the “Capital<br />
Advisor”) of the Issuer. AS SEB Enskilda is the sales agent (the “Sales Agent”). <strong>Dom</strong> <strong>Maklerski</strong> <strong>BZ</strong> <strong>WBK</strong> S.A. is the global co-ordinator<br />
and sole bookrunner (the “Global Coordinator”), and the offering broker in Poland for the purposes of the Offering and Admission of the<br />
Shares on the WSE (“Offering Broker”).<br />
Financial Advisor<br />
Capital Advisor<br />
Global Coordinator and Offering Broker<br />
Sales Agent<br />
The date of this Prospectus is 18 June 2012
TABLE OF CONTENTS<br />
SUMMARY 3<br />
PERSONS RESPONSIBLE 11<br />
RISK FACTORS 12<br />
EXCHANGE RATES 32<br />
USE OF PROCEEDS 33<br />
DIVIDENDS AND DIVIDEND POLICY 34<br />
CAPITALI<strong>SA</strong>TION AND INDEBTEDNESS 35<br />
SELECTED HISTORICAL FINANCIAL INFORMATION 37<br />
OPERATING AND FINANCIAL REVIEW 41<br />
PRO FORMA FINANCIAL INFORMATION 77<br />
INDUSTRY OVERVIEW 82<br />
REGULATORY INFORMATION 96<br />
GENERAL INFORMATION ON THE ISSUER 101<br />
GROUP STRUCTURE 103<br />
BUSINESS OVERVIEW 109<br />
MATERIAL CONTRACTS 131<br />
RELATED PARTY TRAN<strong>SA</strong>CTIONS 138<br />
MANAGEMENT AND CORPORATE GOVERNANCE 141<br />
SHAREHOLDERS 152<br />
DESCRIPTION OF THE SHARES AND CORPORATE RIGHTS AND OBLIGATIONS 155<br />
CERTAIN LATVIAN AND POLISH SECURITIES MARKET REGULATIONS AND PROCEDURES,<br />
THE WAR<strong>SA</strong>W STOCK EXCHANGE AND THE RIGA STOCK EXCHANGE 163<br />
THE OFFERING AND PLAN OF DISTRIBUTION 168<br />
PLACING 178<br />
SELLING RESTRICTIONS 180<br />
TAXATION 184<br />
INDEPENDENT AUDITORS 189<br />
ADDITIONAL INFORMATION 190<br />
FINANCIAL INFORMATION F-1<br />
ANNEX I DEFINED TERMS A-1<br />
2
SUMMARY<br />
The following constitutes the summary of the essential characteristics and risks associated with the Issuer, the<br />
Group and the Offer Shares. This summary is not exhaustive, does not contain all information of importance to<br />
prospective investors, is not a substitute for reading the entre Prospectus and must be read as an introduction to<br />
this Prospectus. Prospective investors should read this Prospectus thoroughly and completely, including the<br />
"Risk Factors", any supplements to this Prospectus required under applicable laws and the Consolidated<br />
Financial Statements, the Condensed Consolidated Interim Financial Statements, the Pro Forma Financial<br />
Information and other financial information and related notes, before making any decision with respect to<br />
investing in the Offer Shares. No civil liability will attach to the Issuer and other companies of the Group in<br />
respect of this summary (including the Summary Financial and Operating Information) or any translation<br />
thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this<br />
Prospectus. Where a claim relating to the information contained in this Prospectus is brought before a court in a<br />
Member State, the plaintiff may, under the national legislation of the Member State where the claim is brought,<br />
be required to bear the costs of translating this Prospectus before the legal proceedings are initiated.<br />
Summary of the Business<br />
The Group is the largest vertically integrated multi-service waste management group in the Baltics in terms of<br />
turnover, consisting of companies that operate in four different waste management segments, providing wide<br />
variety of services, starting from (i) organisation of waste recovery, (ii) waste collection, (iii) recyclables sorting<br />
and trading, and finally (iv) recycling. The Group is market leader in Latvia in organisation of waste recovery<br />
segment in terms of market share and turnover and the Group is one of the largest waste collectors in Latvia in<br />
terms of turnover and the leader in terms of geographical coverage. The Group collects waste in cities and<br />
surrounding regions of Riga, Liepaja, Talsi, Tukums, Jurmala and Sigulda. The Group also holds large market<br />
share in terms of volume in recyclables sorting and trading segment in the Baltics. Moreover, the Group has an<br />
unrivalled position in polyethylene terephthalate (“PET”) bottle and polyethylene (“PE”) recycling segments in<br />
the Baltics in terms of amount of recycled material and turnover. The Group has a long lasting cooperation with<br />
all key customers and municipalities.<br />
In the three months period ended 31 March 2012 the Group had consolidated revenue of LVL 6,969,000 and net<br />
profit of LVL 1,052,000. In the three months period ended 31 March 2012 55.5% of revenue was generated by<br />
waste recycling segment, 22.7% by waste collection segment, 14.6% by organisation of waste recovery segment<br />
and 7.2% by recyclables sorting and trading segment. In 2011 the Group recorded consolidated revenue of LVL<br />
26,595,000 and net profit of LVL 3,378,000. In 2011 54.5% of revenue was generated by waste recycling<br />
segment, 21.9% by waste collection segment, 15.9% by organisation of waste recovery segment and 7.7% by<br />
recyclables sorting and trading segment. For the avoidance of doubt it should be noted that the above mentioned<br />
financial results were derived from the Consolidated Financial Statements and the Condensed Consolidated<br />
Interim Financial Statements and are financial results of Eko Baltija Group and not of the Group as it is at the<br />
date of the Prospectus.<br />
Competitive Strengths and Advantages<br />
The Group believes that the competitive strengths and advantages of its business are as follows:<br />
<br />
<br />
<br />
<br />
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Highly competitive vertically integrated business model.<br />
Successful experience in accelerated growth.<br />
Diversified business model.<br />
Modern equipment and unique technologies.<br />
Market leadership.<br />
Highly competent growth oriented local management.<br />
Solid and consistent financial performance.<br />
3
Excellent ongoing collaboration with local authorities.<br />
Diversified client and supplier base.<br />
Positive public image.<br />
Business Strategy<br />
Being the leading waste management group in the Baltics by revenues, the Group believes that it can capitalise<br />
on significant market growth potential and the market’s fragmented structure, by identifying attractive<br />
consolidation opportunities and continuing its organic growth. The Group’s strategy rests on the following key<br />
pillars:<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Investing into sorting of municipal solid waste by construction of the mechanical biological treatment<br />
plant.<br />
Introduction of new products in the recycling business line.<br />
Geographical expansion.<br />
Securing raw material base.<br />
Launching new cross-sector business projects.<br />
Introduction of one-stop-shop concept.<br />
Applying global trends, technologies and processes to local conditions.<br />
Actively seeking for the opportunities of financing from the EU.<br />
Use of Proceeds<br />
The net proceeds the Issuer receives from the issuance of the New Shares will be used primarily for fulfilling of<br />
the Group’s business plan which envisages the following capital investments:<br />
<br />
<br />
<br />
Construction of the first mechanical-biological treatment (MBT) plant in Latvia.<br />
Launch of food grade PET pellet production at PET Baltija production site with capacity of around<br />
11,500 tonnes of new products that are used in the food industry (material used in production of food<br />
packaging).<br />
Capacity expansion at Nordic Plast by installation of a second production line for production of<br />
polypropylene (“PP”) pellets with capacity of around 3,700 tonnes, thus doubling the current capacity.<br />
Summary of Risk Factors<br />
Risks Relating to the Group’s Business and Industry<br />
<br />
<br />
<br />
<br />
<br />
<br />
The Group operates in a highly regulated industry what limits its ability to adapt to changing economic<br />
conditions and any breaches of regulations may put at risk continuity of its operations.<br />
Changes in the regulatory environment may have an adverse effect on the Group’s operations.<br />
Amount of generated waste may fluctuate.<br />
The Group depends on licenses and permits that could be revoked, the Group may not be able to<br />
prolong them or the Group may not be able to obtain required licenses and permits.<br />
The Group is subject to regulations and liability under environmental laws.<br />
The Group’s operations are regulated by the municipalities.<br />
4
Agreements on providing the waste management services with municipalities may be terminated.<br />
Latvijas Zalais punkts may not be able to organise waste recovery system in the future.<br />
Increased competition could reduce the Group's revenue and profits and constrain the Group's growth.<br />
The Group’s revenues may decrease if the Group fails to win tenders for waste collection organised by<br />
the municipalities.<br />
Latvijas Zalais punkts may lose the right to use the “Green Dot” trademark.<br />
The tariffs for household waste management are subject to regulation by the authorities.<br />
Increase in operating costs and/or inability to pass on any increases in costs on Group’s customers<br />
could adversely affect the Group’s profits.<br />
The Group doesn’t conclude long-term agreements with its major customer.<br />
Disruptions in the Group’s production facilities may have a material adverse impact on the Group.<br />
Prices for the Group’s products are subject to fluctuations.<br />
Demand for certain services and products of the Group is subject to fluctuations.<br />
The Group has grown through acquisitions.<br />
Further expansion through acquisitions entails certain risks, which could have adverse consequences<br />
for the Group's business.<br />
The lease agreements concluded by the Group may be terminated or the Group may not be able to<br />
prolong them.<br />
A number of lease agreements have not been registered with the Land Register and in case of transfer<br />
of ownership to properties these leases may cease to be valid.<br />
Failure to register transfer of title to real properties as a result of merger of Tukuma Ainava into<br />
Kurzemes Ainava with the public registers and failure to register respective amendments to Nordea<br />
Financing Agreements and security agreements in the public registers may lead to event of default<br />
under Nordea Financing Agreements.<br />
Certain Group Companies are and in the future may be recognized as having dominant position on the<br />
market.<br />
The Group may be subject to claims for unpaid remuneration for fulfilment of duties of members of<br />
corporate bodies of certain Group Companies.<br />
Current and future assets of the Group Companies, certain amount of the Shares in the Issuer, as well<br />
as all the shares of the Group Companies are pledged.<br />
Certain of the Group’s credit facilities are subject to certain covenants and restrictions.<br />
The Group may not be able to obtain financing from the EU funds or the financing may be revoked.<br />
The Group’s ability to obtain debt financing may depend on the performance of its business and market<br />
conditions.<br />
The Group is exposed to currency exchange risk and interest rate risk.<br />
The Group is exposed to the credit risks of its customers and suppliers.<br />
The Group may not be able to grow or effectively manage its growth.<br />
The Group is dependent on its key personnel.<br />
The Group’s insurance coverage may be insufficient for any incurred losses.<br />
The Group may infringe third party IP rights.<br />
The tax office may determine that agreements executed by the Group Companies with each other and<br />
the related parties are not on arm-length basis and impose fines on the Group Companies.<br />
5
Historical financial statements of the Group may not be representative of its historic or future results<br />
and may not be comparable across periods, which may make it difficult to evaluate the Group’s results<br />
and future prospects.<br />
Risks Relating to Latvia<br />
<br />
<br />
<br />
<br />
<br />
Political and economic changes could negatively impact the Group.<br />
Pegged currency may have adverse impact on Latvian economy and therefore materially adversely<br />
influence the Group.<br />
Inflation risk may have material adverse impact on the Group.<br />
Unfavourable changes in taxes may have material adverse influence on the Group.<br />
Latvian judicial system is undergoing development.<br />
Risk Relating to the Issuer<br />
<br />
<br />
<br />
<br />
<br />
The Issuer is a holding company with no assets other than shares of its subsidiary.<br />
The rights of Latvian company shareholders differ from the rights of the shareholders of Polish listed<br />
companies.<br />
Judgments of Polish courts against the <strong>Company</strong> and the Group may be more difficult to enforce than if<br />
the company and its management were located in Poland.<br />
The Issuer has been, and will continue to be, influenced by three principal shareholders.<br />
The Issuer may have limited ability to attract financing through secondary offerings of Shares.<br />
Risks Relating to Shares, Listing and Trading on the WSE and the RSE<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
The Offering may be delayed, suspended or cancelled.<br />
There has been no prior public trading market for the Shares.<br />
The price of the Shares may fluctuate significantly.<br />
Turmoil in emerging markets could cause the value of the Shares to suffer.<br />
The market value of the Shares may be adversely affected by future sales or issues of substantial<br />
amounts of Shares.<br />
Holders of the Offer Shares may not be able to exercise pre-emptive rights, and as a result may<br />
experience substantial dilution upon future issuances of Shares.<br />
The Issuer is established and organised under laws of Latvia while the Shares will be listed on a<br />
regulated market in Poland.<br />
There is no guarantee that the Issuer will pay dividends in the future.<br />
The Issuer may be unable to list the Shares on the WSE and/or the RSE, or the Issuer may be delisted<br />
from the WSE and/or the RSE.<br />
Trading in the Shares on the WSE and/or the RSE may be suspended.<br />
The Issuer may have a limited free float, which may have a negative effect on the liquidity,<br />
marketability or value of its Shares.<br />
The marketability of the Issuer’s Shares may decline and the market price of the Issuer’s Shares may<br />
fluctuate disproportionately in response to adverse developments that are unrelated to the Group’s<br />
operating performance and decline below the Offer Price.<br />
Dual listing of the Shares will result in differences in liquidity, settlement and clearing systems, trading<br />
currencies and transaction costs between the WSE and the RSE, which may hinder the transferability of<br />
the Shares between the WSE and the RSE.<br />
Tax treatment for non-Latvian investors in a Latvian company may vary.<br />
The Issuer has no experience in complying with requirements for publicly-listed companies.<br />
6
Summary of the Offering<br />
Issuer ................................................................ <strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> <strong>Eco</strong> <strong>Baltia</strong>, a joint stock company,<br />
incorporated under the laws of Latvia, having its registered<br />
office at Darza iela 2, Riga, LV-1007, Latvia, and registered<br />
under the corporate code 40103446506.<br />
Selling Shareholder ............................................. Limited partnership Otrais Eko Fonds, corporate code:<br />
40003837498, with registered office at Darza iela 2, Riga, LV-<br />
1007, Latvia.<br />
Principal Shareholders .......................................Ṃrs. Undine Bude, Mr. Viesturs Tamuzs and Mr. Maris<br />
Simanovics.<br />
Offering ................................................................ The Offering consists of: (i) public offering to retail investors in<br />
Poland (the "Retail Investors"), (ii) public offering to<br />
institutional investors in Poland (the “Polish Institutional<br />
Investors”), and (iii) private placement to institutional investors<br />
in certain jurisdictions outside the United States and Poland in<br />
reliance on Regulation S under the U.S. Securities Act (the<br />
“International Investors”, and together with the Polish<br />
Institutional Investors, the “Institutional Investors”), in each case<br />
in accordance with applicable securities laws.<br />
Offer Shares ........................................................Ụp to 12,558,000 bearer shares in the share capital of the Issuer.<br />
Consist of up to 6,279,000 bearer shares with a nominal value of<br />
LVL 1.00 each to be issued by the Issuer and up to 6,279,000<br />
existing bearer shares offered by the Selling Shareholder.<br />
New Shares..........................................................Ụp to 6,279,000 bearer shares with a nominal value of LVL 1.00<br />
each to be issued by the Issuer.<br />
Sale Shares..........................................................Ụp to 6,279,000 existing bearer shares offered by the Selling<br />
Shareholder.<br />
Book-building ...................................................... Before the commencement of subscription period, the bookbuilding<br />
process will be conducted, during which selected<br />
Institutional Investors, who have been invited by the Issuer and<br />
the Selling Shareholder through the Offering Broker will be able<br />
to make, in a manner agreed between them and the Offering<br />
Broker, declarations as to the total number of the Offer Shares<br />
they are willing to acquire and the price they are willing to pay<br />
for one Offer Share.<br />
Subscription Period........................................... The subscriptions by the Retail Investors and Institutional<br />
Investors will be accepted between on or about 29 June 2012 and<br />
on or about 4 July 2012 (inclusive).<br />
Maximum Price.................................................... The maximum price at which the Offer Price will be set, which<br />
will be announced no later than on or about 27 June 2012.<br />
Offer Price............................................................ The Offer Price at which the Offer Shares are being offered, the<br />
final number of the Offer Shares and the final number of Offer<br />
Shares allocated to each tranche will be determined by the Issuer<br />
and the Selling Shareholder, acting jointly, upon<br />
recommendation of the Offering Broker after completion of the<br />
book-building process and after taking into account other<br />
conditions. In particular, the following considerations will be<br />
taken into account: (i) the size and price sensitivity of demand<br />
indicated in the book-building process, (ii) the current and<br />
anticipated sentiment in the capital market in Poland, the<br />
European Union and globally and (iii) assessment by investors of<br />
<strong>Company</strong>’s business prospects, risk factors and other<br />
7
information contained in this Prospectus or available elsewhere.<br />
The Offer Price will not be higher than Maximum Price, will be<br />
identical for both New Shares and Sale Shares and for both<br />
Institutional and Retail Investors and will be set in PLN.<br />
The Issuer will announce the Offer Price prior to commencement<br />
of the Subscription Period. A pricing statement setting forth the<br />
Offer Price, the number of Offer Shares and the final number of<br />
Offer Shares allocated to each tranche will be filled with the<br />
FKTK and the PF<strong>SA</strong> and published no later than on or about 29<br />
June 2012 (09.00 a.m. CET) on the websites of the Issuer<br />
(www.ecobaltia.lv) and the Offering Broker<br />
(www.dmbzwbk.pl).<br />
Allotment ............................................................Ạllotment will take place on or about 5 July 2012, after closing<br />
of the Subscription Period.<br />
Settlement and Delivery of the Offer Shares....... The settlement of the Offering is expected to be made on or<br />
about 12 July 2012, after which delivery of the Offer Shares will<br />
follow. Delivery of the Offer Shares will be made in accordance<br />
with settlement instructions placed by the Investors upon<br />
subscription, through the facilities of the NDS, by registration of<br />
the Offer Shares on the Investors’ securities accounts indicated<br />
by such Investors. Delivery of the Offer Shares is expected to<br />
take place no longer than 14 days after the Settlement Date,<br />
barring unforeseen circumstances, by appropriate entry on the<br />
Investors’ securities accounts held through members of the NDS.<br />
The exact delivery dates will depend on timing of: (i)<br />
registration of capital increase of the <strong>Company</strong> with the<br />
Commercial Register, (ii) registration of the Shares of the Issuer<br />
(including the Offer Shares) with the LCD and (iii) registration<br />
of the Shares of the Issuer (including the Offer Shares) in the<br />
facilities of the NDS.<br />
Listing and Trading ............................................. The Issuer intends to apply for admission to listing and trading<br />
on the main market of the WSE and the main market (list) of the<br />
RSE of all the Issuer’s Shares, including the Offer Shares,<br />
immediately after the Settlement Date. The Issuer believes that<br />
trading on the WSE and the RSE will commence on or about 16<br />
July 2012, or as soon as possible thereafter, barring unforeseen<br />
circumstances.<br />
Form of Offer Shares and Deliver of the The Shares of the <strong>Company</strong> are bearer shares and are registered<br />
Offer Shares ......................................................... with the LCD. The delivery of the Offer Shares will be made<br />
through the book-entry facilities by transferring them from the<br />
LCD to the NDS. After the successful closing of the Offering,<br />
the Offer Shares will be held in book entry form in the NDS<br />
and/or the LCD. Shareholders in the Issuer may hold the Shares<br />
through the NDS and/or LCD participants, such as investment<br />
firms and custodian banks operating in Poland and/or Latvia.<br />
Shares outstanding before and after the The Issuer’s issued and outstanding share capital as of the date<br />
completion of the Offering................................ of this Prospectus is LVL 22,425,000, divided into 22,425,000<br />
Shares, each with a nominal value of LVL 1.00. The Issuer<br />
expects that up to 6,279,000 Shares will be issued and<br />
outstanding which Shares will comprise the Issuer’s share capital<br />
in the amount of LVL 6,279,000, assuming that all Offer Shares<br />
are subscribed for, allotted and issued. The Selling Shareholder<br />
is offering up to 6,279,000 Shares. Upon completion of the<br />
Offering no more than 28,704,000 Shares will be issued and<br />
outstanding, which Shares will comprise the Issuer’s share<br />
8
Securities code.................................................. ISIN code LV0000101350<br />
capital in the amount not exceeding LVL 28,704,000 (assuming<br />
that all of the Offer Shares have been issued).<br />
In case all the Offer Shares are subscribed or purchased and<br />
allotted, the Offer Shares will constitute up to 43.75% of the<br />
share capital of the Issuer and up to 43.75% of total votes at the<br />
General Meeting. Shares issued and outstanding as of the date of<br />
this Prospectus will be in bearer form.<br />
Dividends.............................................................Ạll Shares carry full dividend rights if and when the distribution<br />
of profit is declared.<br />
Voting Rights ....................................................... Each Share entitles its holder to one vote at the General Meeting.<br />
Lock-up ................................................................ Subject to certain exceptions, the Issuer, the Principal<br />
Shareholders the Selling Shareholder and ESOMTAX INVEST<br />
LIMITED (Cyprus) agreed that for a period of 12 months from<br />
the Settlement Date, they will not, without the prior written<br />
consent of the Offering Broker, propose or otherwise support an<br />
offering of any of the <strong>Company</strong>’s shares, announce any intention<br />
to offer new shares and/or to issue any securities convertible into<br />
<strong>Company</strong>’s shares or securities that in any other manner<br />
represent the right to acquire the <strong>Company</strong>’s shares, or conclude<br />
any transaction (including any transaction involving derivatives)<br />
of which the economic effect would be similar to the effect of<br />
selling the <strong>Company</strong>’s Shares.<br />
Financial Advisor ................................................ BIC Securities SIA<br />
Capital Advisor..................................................... Bank Zachodni <strong>WBK</strong> S.A.<br />
Global Coordinator and Offering Broker ..........Ḍom <strong>Maklerski</strong> <strong>BZ</strong> <strong>WBK</strong> S.A.<br />
Sales Agent..........................................................ẠS SEB Enskilda<br />
Managers.............................................................. The Financial Advisor, the Capital Advisor, the Offering Broker<br />
and the Sales Agent.<br />
Selling Restrictions .............................................. The Offer Shares may not be offered outside Poland in any<br />
manner that would constitute public offering or would otherwise<br />
require authorization under applicable local regulations. The<br />
Offer Shares have not been and will not be registered under the<br />
US Securities Act or with any securities regulatory authority of<br />
any state or any jurisdiction in the United States and subject to<br />
certain exceptions, may not be offered or sold within the United<br />
States or to, or for the account or benefit of, U.S. persons (as<br />
defined in the Regulation S) except in certain transactions<br />
exempt from the registration requirements of the US Securities<br />
Act. For information on further selling restrictions please see:<br />
"Selling Restrictions".<br />
9
Summary financial and operating information<br />
The following tables set forth summary consolidated financial data on the level of Eko Baltija Group for the<br />
periods indicated, which have been extracted without material adjustments from the Consolidated Financial<br />
Statements and the Condensed Consolidated Interim Financial Statements.<br />
The information below should be read in conjunction with the Consolidated Financial Statements and the<br />
Condensed Consolidated Interim Financial Statements, including the notes thereto and included elsewhere in<br />
this Prospectus and with the information included in “Operating and Financial Review” section of the<br />
Prospectus.<br />
Comprehensive Income Information<br />
For three months ended<br />
31 March For the year ended 31 December<br />
2012 2011 2011 2010 2009<br />
(LVL in thousands)<br />
Net sales 6,969 6,315 26,595 21,088 13,851<br />
Cost of sales (4,979) (4,320) (19,354) (15,079) (10,174)<br />
Gross profit 1,990 1,995 7,241 6,009 3,677<br />
Operating profit/(loss) 1,206 1,200 3,981 2,325 (144)<br />
Profit before corporate income tax 1,154 1,142 3,722 2,039 (352)<br />
Income taxes (102) (63) (344) (245) (163)<br />
Current year profit/ (loss) and comprehensive<br />
1,052 1,079 3,378 1,794 (515)<br />
income<br />
Source: Consolidated Financial Statements and Condensed Consolidated Interim Financial Statements<br />
Financial Position Information<br />
ASSETS<br />
As of 31 March<br />
As of 31 December<br />
2012 2011 2010 2009<br />
(LVL in thousands)<br />
Total non-current assets 10,960 10,900 11,586 12,934<br />
Total current assets 8,016 7,566 5,781 4,665<br />
Total assets 18,976 18,466 17,367 17,599<br />
EQUITY AND LIABILITIES<br />
Total equity 7,171 6,119 7,989 6,198<br />
Total liabilities 11,805 12,347 9,378 11,401<br />
Total equity and liabilities 18,976 18,466 17,367 17,599<br />
Source: Consolidated Financial Statements and Condensed Consolidated Interim Financial Statements<br />
Cash Flows Information<br />
For three months<br />
ended 31 March<br />
For the year ended 31<br />
December<br />
2012 2011 2011 2010 2009<br />
(LVL in thousands)<br />
Net cash from operating activities 1,541 1,678 4,989 2,694 936<br />
Net cash used in investing activities (910) (563) (7,764) (918) (42)<br />
Net cash used in financing activities (810) (1,011) 2,885 (1,730) (100)<br />
Profit or loss from currency fluctuations - - (3) - (3)<br />
Net increase in cash and cash equivalents (179) 104 107 46 791<br />
Source: Consolidated Financial Statements and Condensed Consolidated Interim Financial Statements<br />
10
PERSONS RESPONSIBLE<br />
The Issuer and the Selling Shareholder (in case of the Selling Shareholder, only with respect to information<br />
relating to the Selling Shareholder and the Sale Shares offered by the Selling Shareholder) accept responsibility<br />
for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer and the<br />
Selling Shareholder (with respect to the above indicated information), which have taken all reasonable care to<br />
ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and<br />
contains no omission likely to affect its import.<br />
Neither the delivery of this Prospectus nor any sale made hereby at any time after the date hereof should, under<br />
any circumstances, create any implication that there has been no change in the affairs of the Issuer or any of its<br />
subsidiaries or the Issuer and its subsidiaries taken as a whole (the “<strong>Eco</strong> <strong>Baltia</strong> Group”, the “Group”) since the<br />
date hereof or that the information contained herein is correct as of any date subsequent to the earlier of the date<br />
hereof or any date specified with respect to such information.<br />
Neither the Managers nor the legal advisers to the Issuer accept any responsibility whatsoever for the contents of<br />
this Prospectus, or for its transaction, or for any other statement made or purported to be made by any of them or<br />
on their behalf in connection with the Issuer or the Offering. The Managers and the legal advisers to the Issuer<br />
accordingly disclaim all and any liability whether arising in tort or contract which they might otherwise have in<br />
respect of this Prospectus or any such statement. No representation or warranty, express or implied, is made by<br />
the Managers as to the accuracy or completeness of the information set forth herein and nothing contained in this<br />
Prospectus is, or should be relied upon as a promise or representation, whether as to the past or the future.<br />
11
RISK FACTORS<br />
Prospective investors in the Offer Shares should carefully consider the following risks and uncertainties, as well<br />
as other information contained in this Prospectus before deciding to invest in any of the Offer Shares. The<br />
Issuer’s business, financial condition and results of operations have been, and could be, materially adversely<br />
affected by the following risks. If any of the following risks actually occurs, the value and trading price of the<br />
Shares could decline and investors could lose all or part of their investment. Described below are the risks and<br />
uncertainties the Issuer believes are material, but these risks and uncertainties may not be the only ones faced by<br />
the Issuer or the Group Companies. Additional risks and uncertainties, including those that the Issuer is not<br />
currently aware of or deems immaterial, may also result in decreased revenues, increased expenses or other<br />
events that could result in a decline in the value of the Shares.<br />
Risks Relating to the Group’s Business and Industry<br />
The Group operates in a highly regulated industry what limits its ability to adapt to changing economic<br />
conditions and any breaches of regulations may put at risk continuity of its operations.<br />
The Group’s main area of business operations is waste management (including: organisation of waste recovery,<br />
waste collection, recyclables sorting and trading, and recycling) in Latvia. In Latvia, as in many other countries,<br />
companies operating in waste management industry are subject to various regulations. Each of the segments of<br />
the business has different regulations. The Group is subject to constant supervision by the state authorities and<br />
continuous reporting obligations. The Group’s business depends on the continuing validity of a number of<br />
licenses granted to the Group Companies and the Group Companies’ compliance with the terms of such licenses,<br />
permits etc. Breaches of regulations by the Group, negative publicity concerning the Group or the waste<br />
management sector and/or fines or criminal prosecutions resulting from violation of regulations may result in<br />
imposition of fines or withdraw of licenses necessary to carry on the operations, what may have material adverse<br />
impact on the Group’s operations, prospects and financial results. See: “Regulatory Information” for more<br />
information on regulations relating to waste management industry.<br />
Changes in the regulatory environment may have an adverse effect on the Group’s operations.<br />
The Group operates in the waste management industry, which is regulated and therefore there are substantial<br />
uncertainties embedded in operations in this industry. The legal framework in Latvia could change in<br />
unpredictable way. Furthermore, some steps may be undertaken on the European Union level or may result from<br />
judgments of the European Court of Justice. New laws may be unfavourable to the operations of the Group or<br />
may require necessary adjustments to the operations. The Group Companies may be unable to implement new<br />
regulations in the prescribed period or to do it at all. Consequently, the Group’s operations may have to be<br />
changed, causing inability to use common solutions or implement the Group’s strategy. Moreover, the<br />
collaboration with the state and municipal authorities are very important to the business of the Group.<br />
All of factors mentioned above, especially adverse changes in the laws or their interpretation and/or deterioration<br />
of collaboration with the state and municipal authorities may have a material adverse effect on the business of<br />
the Group or create obstacles to further expansion.<br />
Amount of generated waste may fluctuate.<br />
Amount of generated waste is subject to fluctuations that cannot be predicted. The level of generated waste<br />
depends on, among others, stage of economic growth, macroeconomic situation, disposable income of the<br />
population and the structure of the population. Latvian population is decreasing as a result of migrations and low<br />
birth rate. Moreover, generation of different types of waste depends on many specific factors, e.g. generation of<br />
construction waste depends on, inter alia, availability of crediting and market conditions for construction<br />
business, and amount of disposed PET bottles depends on, among others, the weather conditions and<br />
consumption of beverages. As a consequence the generation of waste in general or different types of waste may<br />
be volatile in the next years. Adverse fluctuations in the amount of generated waste may have material adverse<br />
impact on the Group’s operations, prospects and financial results.<br />
12
The Group depends on licenses and permits that could be revoked, the Group may not be able to prolong them<br />
or the Group may not be able to obtain required licenses and permits.<br />
The business operations and activities undertaken by the Group Companies are subject to regulatory<br />
requirements imposed by law, including requirements to obtain certain licenses and permits. Such licenses and<br />
permits may be revoked due to, inter alia, incompliance to its terms. Usually, licenses and permits are granted on<br />
the defined period of time and after expiry of their term they should be prolonged. The Group may not be able to<br />
prolong its licenses and permits. Moreover, as the Group’s business and operations are expanding, the Group<br />
may require obtaining additional licenses and permits. The Group cannot assure that it will be able to obtain such<br />
additional licenses and permits.<br />
As of the date of the Prospectus, the Group has all required licenses and permits, although it cannot assure that in<br />
the future any of the events described above would not appear. If any of those factors appear, it may have<br />
material adverse impact on the Group’s operations, prospects and financial results.<br />
The Group is subject to regulations and liability under environmental laws.<br />
While operating in waste management business in Latvia the Group is subject to certain regulation and liability<br />
under environmental laws. Certain Group Companies, including Eko Riga, Eko Kurzeme, Jurmalas ATU, Jumis,<br />
Kurzemes Ainava, Eko Reverss, PET Baltija and Nordic Plast, are subject to the so-called strict liability, i.e. in<br />
case of environmental damage or imminent threat of damage to environment would emerge, they could be liable<br />
for environmental damage or imminent threat of damage irrespective of their fault. Any such environmental<br />
damage or imminent threat of damage could lead to penalties and fines imposed by the authorities, as well as<br />
claims raised by third parties. Although, the Group holds a third party liability insurance, which covers sudden<br />
and unforeseen damages to the environment, it cannot assure that the insurance coverage is sufficient for any<br />
incurred damages, penalties, fines and claims from third parties (see risk factor: “The Group’s insurance<br />
coverage may be insufficient for any incurred losses”). If any of those factors appear, it may have material<br />
adverse impact on the Group’s operations, prospects and financial results.<br />
The Group’s operations are regulated by the municipalities.<br />
The Group’s operations in the field of waste collection are subject to municipal regulation and supervision (for<br />
more information please see: “Regulatory Information - Environmental and other Licenses and Permits”).<br />
Adverse legislative changes in any of the municipalities where the Group operates may have adverse effect on<br />
the business of the Group or create obstacles to further growth. Any possible amendments to the enforced<br />
legislation, the frequency of adoption of such amendments, resolutions passed by municipalities, which provide<br />
additional obligations for service providers, and the results of controls carried out by various inspectorates and<br />
municipal authorities are additional risk factors in the field of waste collection.<br />
All of factors mentioned above, especially unfavourable changes in the municipal regulations may have a<br />
material adverse effect on the business of the Group or create obstacles to further expansion of the Group.<br />
Agreements on providing the waste management services with municipalities may be terminated.<br />
The Group Companies operating in the waste collection segment has concluded number of agreements with the<br />
municipalities on providing the waste management services (e.g. collection, transportation and disposal of<br />
household waste). Following the conclusion of number of these contracts, the applicable Latvian law changed<br />
the system of granting of rights to collect and transport household waste in the territories of municipalities.<br />
Currently, municipalities are entitled to grant such rights to contractors only by undergoing a public procurement<br />
procedure. According to the transitional provisions of the Waste Management Law, the contracts concluded for a<br />
definite period of time prior to 26 July 2005 without undergoing public procurement procedure, will be<br />
terminated on the date determined in the contract, and similar contracts concluded indefinitely and contracts<br />
entered into or extended after 26 July 2005 without applying public procurement procedure will be terminated no<br />
later than on 1 July 2013. The aforementioned transitional provisions authorising the municipalities to continue<br />
the validity of the contracts concluded for definite period of time by the end date determined in the contract is<br />
currently being examined in the Constitutional Court.<br />
Certain Group Companies, including Eko Kurzeme, Jumis, Jurmalas ATU and Kurzemes Ainava, prior to 26<br />
July 2005 concluded contracts with municipalities on granting rights to provide waste management services<br />
without determining their validity or entered into or extended such contracts after 26 July 2005 without applying<br />
13
the public procurement procedure. In accordance with applicable regulations such contracts have to be<br />
terminated no later than by 1 July 2013 and the municipality should select a municipal waste manager in<br />
accordance with the procedures specified in the regulatory enactments regulating public procurement or publicprivate<br />
partnership. When the waste manager has been selected, municipal authorities should conclude waste<br />
management contracts with the selected entity and should terminate the former waste management contracts no<br />
later than one month after the new contract of the municipality with the selected waste manager comes into<br />
force. For more information please see: “Material Contracts – Waste Management Agreements”.<br />
The Group Companies, including Eko Riga and Eko Kurzeme, prior to 26 July 2005 concluded long-term<br />
agreements with municipalities for a definite period of time without undergoing public procurement procedure<br />
(for more information please see: Material Contracts – Waste Management Agreements”). In accordance with<br />
transitional provisions those agreements should end on the date determined therein. However, there could be no<br />
assurance that the transitional provisions would not be change (e.g. due to the ruling of the Constitutional Court)<br />
and the agreements would not be terminated prior to their term.<br />
Termination of the agreements concluded by the Group Companies with municipalities prior to their term may<br />
have material adverse impact on the Group’s operations, prospects and financial results.<br />
Latvijas Zalais punkts may not be able to organise waste recovery system in the future.<br />
Latvijas Zalais punkts (“LZP”) has right to establish and implement waste recovery system of: (i) waste harmful<br />
to the environment, (ii) waste electric and electronic equipment, and (iii) packaging waste and disposable<br />
tableware and accessories, based on orders No 430, 431 and 428 issued on 29 December 2010 by the Ministry of<br />
Environment Protection and Regional Development of Latvia. The orders were issued on the grounds of the<br />
plans for implementation of waste recovery systems for above mentioned types of waste for period 2011-2013<br />
prepared by LZP and accepted by the Ministry of Environment Protection and Regional Development of Latvia.<br />
The orders grant rights to NRT payers, who have signed the agreement with LZP on participation in the waste<br />
recovery system to apply exemption from NRT for a period indicated in the orders, i.e. until 31 December 2013.<br />
Granted rights are conditional on validity of an agreement entered into between LZP and Latvian Environmental<br />
Protection Fund Administration. On 30 December 2010 LZP concluded three agreements with the Latvian<br />
Environmental Protection Fund Administration regarding implementation of waste recovery system of: (i) waste<br />
harmful to the environment, (ii) waste electric and electronic equipment, and (iii) packaging waste and<br />
disposable tableware and accessories. Each agreement is concluded for defined period starting from 1 January<br />
2011 till 31 December 2013.<br />
Prior to expiration of the term of validity of plans for implementation of waste recovery systems for above<br />
mentioned types of waste, a new waste recovery plans may be coordinated with competent authorities and the<br />
term may be extended for additional 3 years (the number of such extensions is currently not limited). Although,<br />
there could be no assurance that such new waste recovery plans for next periods would be coordinated with<br />
competent authorities, that the Ministry of Environment Protection and Regional Development of Latvia would<br />
issue required orders allowing LZP to establish and implement waste recovery systems of certain types of waste,<br />
and that LZP would conclude agreements with the Latvian Environmental Protection Fund Administration<br />
regarding implementation of waste recovery systems of certain types of waste.<br />
If LZP failed to extend the terms of validity of its waste recovery systems, it would not be allowed to organise<br />
waste recovery system. As a consequence, LZP would not be able to undertake its core business activities, which<br />
may have material adverse impact on the Group’s business model, strategy, operations, prospects and financial<br />
results.<br />
Increased competition could reduce the Group's revenue and profits and constrain the Group's growth.<br />
The Group faces competition from other waste management companies in Latvia and in the Baltics. Due to the<br />
specificity of its business model and carried operations the Group has to compete with both local and<br />
international waste management companies, which are present in different segments of waste management<br />
industry. There can be no assurance that the Group will be able to compete effectively against current and future<br />
competitors, in particular those with greater financial or operational resources than the Group. Although the<br />
Group believes that there are certain barriers to entry in its key markets, any new entrants to or other changes in<br />
the competitive environment may result in price reductions, reduced margins or loss of market share, any of<br />
which could materially adversely affect the Group’s profit margins. Current and potential competitors may<br />
increase their advertising expenditures and promotional activities and/or engage in irrational or predatory pricing<br />
14
ehaviour in an effort to gain market share. There can be no assurance that current or potential competitors will<br />
not provide services or products comparable or superior to those provided by the Group, adapt more quickly to<br />
the evolving industry trends, changing market requirements and legal framework, or price at level below those of<br />
the Group’s competing services and products, any of which could result in the Group losing its market share.<br />
There can be no assurance that competition from new or existing competitors who operates in the waste<br />
management industry in Latvia and in the Baltics will not have a material adverse effect on the Group’s<br />
operating results. In addition, there can be no assurance that any future development or investment by the Group<br />
will not be matched or surpassed by its competitors. The inability of the Group to compete effectively could have<br />
a material adverse effect on the Group’s business, prospects, results of operations, financial condition or the<br />
price of the Shares.<br />
The Group’s revenues may decrease if the Group fails to win tenders for waste collection organised by the<br />
municipalities.<br />
As of the date of the Prospectus municipalities in Latvia are entitled to grant rights to provide the household<br />
waste management services within the territory of municipality only by undergoing a public procurement<br />
procedure. Therefore, after expiry or termination of currently valid agreements between the Group Companies<br />
and municipalities, the only way to conclude such agreement will be participation in the public procurement<br />
procedure, e.g. in the public tenders. Due to competition in the waste management sector, the Group Companies<br />
may not be able to win tenders organised by the municipalities which in turn may have material adverse impact<br />
on the Group’s operations, prospects and financial results.<br />
Latvijas Zalais punkts may lose the right to use the “Green Dot” trademark.<br />
Latvijas Zalais punkts is a shareholder of Packaging Recovery Organization Europe (PRO Europe), which<br />
unifies “Green Dot” systems from 33 European and North American countries. Recently, amendments to the<br />
statutes of PRO Europe were proposed to impose the obligation to meet certain conditions to become a<br />
shareholder of PRO Europe and to keep the shares of the Packaging Recovery Organization Europe. One of<br />
discussed criteria was that a shareholder should not be controlled by the government or any waste management<br />
companies or recyclers. Should one or more criteria not be met, the shareholders should have one year to make<br />
the necessary adjustments in order to meet the criteria. After expiry of that term without making those necessary<br />
adjustments, the status of the shareholder should be reassessed by the general assembly of PRO Europe which<br />
will have the power to decide on expulsion of the shareholder from PRO Europe. Ultimately with the expulsion<br />
from PRO Europe, the former shareholder will lose the right to use “Green Dot” trademark.<br />
Amended statutes of Packaging Recovery Organization Europe were not adopted at the shareholders meeting of<br />
PRO Europe held on 20 April 2012. However, it is possible that PRO Europe and its shareholders will return to<br />
discussing issue in the future and such amendments in the statutes of PRO Europe will be accepted. Due to the<br />
fact that LZP is part of the Group, which also indirectly owns companies engaged in a waste management, LZP<br />
may be forced to dispose shares of PRO Europe and ultimately LZP may lose the sub-license to use the “Green<br />
Dot” trademark.<br />
Consequences of such event may have material adverse effect on the Group’s business operations. LZP may be<br />
forced to undertake rebranding and may not offer its customers the legal right to use “Green Dot” trademark as<br />
part of the Group’s services, what may have negative influence on the Group’s market position.<br />
Furthermore, LZP has registered national trademark LZP (“Latvia’s Green Dot”) and uses it as a corporate logo,<br />
disregarding the prohibition included in Article 2 of the Principal Licensing Agreement of 27 August 2003,<br />
concluded with the Packaging Recovery Organisation Europe, which forbids registration of the trademarks<br />
identical or similar to Green Dot trademark and using Green Dot trademark for business activities other than<br />
indication for financial participation in system of collection and recycling of packaging and packaging waste in<br />
Latvia. The registration of national trademark LZP or use of Green Dot trademark other than in relation to<br />
participation in packaging and packaging waste recovery system in Latvia may trigger termination of the<br />
Principal Licensing Agreement and loss of rights of LZP to use and sub-license of this trademark in relation to<br />
activities related to packaging and packaging waste in Latvia.<br />
Consequences of termination of the Principal Licensing Agreement may have material adverse effect on the<br />
Group’s business operations. Furthermore, LZP may lose the rights to use and sub-license its trademark in<br />
relation to activities related to packaging and packaging waste in Latvia.<br />
15
All these factors may have material adverse impact on the Group’s operations, prospects and financial results.<br />
The tariffs for household waste management are subject to regulation by the authorities.<br />
The tariffs of household waste management are subject to regulation by the authorities. Pursuant to the Waste<br />
Management Law, during the transition period (i.e. until municipalities have entered into a contracts on<br />
household waste management with waste management companies selected in accordance with the public<br />
procurement procedures), the fees for household waste management should comply with the last tariff approved<br />
by the Latvian Public Utilities Commission (the “LPUC”) for household waste management which has been<br />
determined prior to 18 November 2010. Municipalities are entitled to adjust the tariff for household waste<br />
management due to the changes in the tariff for the municipal waste disposal in landfill sites and waste dumps<br />
approved by the LPUC or in the Natural Resources Tax (the “NRT”) for disposal of waste in the amount<br />
specified in the regulatory enactments. For more information on price controls in waste management industry<br />
please see: “Regulatory Information – Price Controls”.<br />
Certain Group Companies, including Eko Riga, Eko Kurzeme, Jumis, Jurmalas ATU and Kurzemes Ainava,<br />
concluded agreements with the municipalities on household waste management without undergoing the public<br />
procurement procedures, and therefore fees paid to the Group Companies for household waste management<br />
should comply with the tariffs approved by the authorities.<br />
There could be no assurance that the tariffs for household waste management would be in line with costs of<br />
household waste management borne by the Group Companies. As a consequence, this may result in decrease of<br />
profit margins and adversely affect the financial results of the Group.<br />
Increase in operating costs and/or inability to pass on any increases in costs on Group’s customers could<br />
adversely affect the Group’s profits.<br />
Operating costs the Group Companies doing business in the waste collection segment include, but are not limited<br />
to, fuel charges and costs of disposing of waste that cannot be recycled. The above mentioned costs depend on a<br />
variety of factors, many of which are beyond the Group’s control. The market price of fuel has historically<br />
fluctuated and fluctuations could continue. If the costs of fuel increase this could lead to increase in operating<br />
costs of the Group Companies. Waste collected by the Group Companies is disposed predominantly on the<br />
landfills and the Group Companies pay disposal charges. Disposal charges are set by the LPUC and depend on,<br />
inter alia, the level of the Natural Resource Tax imposed on the landfilled waste. If the disposal charges for<br />
landfilling of waste increase, this could increase the operating costs of Group Companies. Increase in operating<br />
costs due to, inter alia, factors mentioned above could not always be passed on customers by increasing the<br />
prices of services provided and therefore may have material adverse impact on the Group’s operations, prospects<br />
and financial results.<br />
The Group doesn’t conclude long-term agreements with its major customer.<br />
Certain Group Companies, including PET Baltija and Nordic Plast, cooperate with some major clients on the<br />
basis of separate orders without signing any long-term sales agreements. Therefore, there could be no assurance<br />
that the Group will continue to cooperate with its major clients on the current basis or at all.<br />
In the event the Group is not able to further cooperate with its major customers, it may have material adverse<br />
impact on the Group’s operations, prospects and financial results.<br />
Disruptions in the Group’s production facilities may have a material adverse impact on the Group.<br />
Certain Group Companies, namely PET Baltija and Nordic Plast, are engaged in recycling packaging waste into<br />
PET flakes and PE pellets. The recycling processes are sophisticated and therefore performed by specially<br />
equipped production facilities. The Group’s production facilities may be subject to disruptions, including<br />
breakdowns, accidents and/or other force majeure situations. Depending on how serious is the disruption, the<br />
production facilities may be partially or fully non-operational for certain period of time.<br />
In the event the Group’s production facilities are subject to disruptions, it may have material adverse impact on<br />
the Group’s operations, prospects and financial results. Please also see risk factor: “The Group’s insurance<br />
coverage may be insufficient for any incurred losses”.<br />
16
Prices for the Group’s products are subject to fluctuations.<br />
Certain Group Companies, namely Nordic Plast and PET Baltija, recycle secondary raw materials into products,<br />
which prices are subject to market volatility. Nordic Plast produces PE pellets, which prices are linked with,<br />
among other, the price of primary PE and, to some extent, with crude oil prices. PET Baltija produces PET<br />
flakes, which prices are variable depending on, inter alia, crude oil and cotton prices and virgin PET prices.<br />
There can be no assurance that future fluctuations in prices of products manufactured by the Group will not have<br />
an adverse effect on the Group’s results of operations. As of the date of the Prospectus, the Group does not have<br />
any specific hedging arrangements, including long-term sales agreements, in place to cover risk of product prices<br />
fluctuations and there can be no assurance that the Group will enter into such arrangements in the future. If the<br />
Group does enter into hedging arrangements, it cannot assure that hedging arrangements will not result in<br />
additional losses.<br />
The above mentioned factors could not be controlled by the Group and may have material adverse impact on the<br />
Group’s operations, prospects and financial results.<br />
Demand for certain services and products of the Group is subject to fluctuations.<br />
Demand for certain services and products provided by the Group may fluctuate. For example, in the summer<br />
time there is more packaging generated and placed on the market, households generate more waste, but the<br />
demand for street cleaning decreases. In the winter time the demand for street cleaning increases due to snowfall.<br />
Moreover, due to the market specificity, the Group does not sell PET flakes produced by PET Baltija in the<br />
second half of December.<br />
The above mentioned factors could not be controlled by the Group and may have material adverse impact on the<br />
Group’s operations, prospects and financial results.<br />
The Group has grown through acquisitions.<br />
The Group has developed its business and fuelled its growth through number of acquisitions and reorganisations<br />
(including mergers) of companies operating in waste management sector in Latvia. In accordance with Latvian<br />
law, the acquiring and/or merging company is liable for all historical obligations and liabilities, including tax<br />
liabilities, of the target entity. Therefore, there is a potential risk that the Group would be liable for any<br />
obligations and/or liabilities that could be material for Group’s business and/or financial position.<br />
As a consequence, the above mentioned factors may have material adverse impact on the Group’s operations,<br />
prospects and financial results.<br />
Further expansion through acquisitions entails certain risks, which could have adverse consequences for the<br />
Group's business.<br />
The Group may consider further growing through acquisitions in the near future. In particular, the Group may<br />
want to enter into or strengthen its presence in certain markets through the acquisition of other waste<br />
management businesses. If the Group made an acquisition it would need to integrate new operations, products,<br />
services and personnel into the Group’s business. The Group’s ability to realise the expected benefits from future<br />
acquisitions will depend, in large part, on its ability to integrate new operations with existing operations in a<br />
timely and effective manner and to manage a greater number of portfolio assets. In addition, the Group’s<br />
potential acquisition plans involve numerous risks, including the following: the Group's acquisitions may not be<br />
profitable or generate anticipated cash flows, the Group may fail to expand its corporate infrastructure to<br />
facilitate the integration of its operations with those of acquired assets, the Group may face difficulties entering<br />
into markets and geographic areas where it has limited or no experience, the Group may have potential<br />
difficulties in integrating its operations and systems with those of acquired companies, the Group may face<br />
possible anti-monopoly review by relevant competition authorities that could result in such authorities seeking to<br />
prohibit or unwind its acquisition of new businesses, and the possibility that the failure of the Group's acquisition<br />
strategy could hamper its continued growth and profitability.<br />
As a consequence, the above mentioned factors may have material adverse impact on the Group’s operations,<br />
prospects and financial results.<br />
17
The lease agreements concluded by the Group may be terminated or the Group may not be able to prolong<br />
them.<br />
The Group leases number of real estates, including warehouse and industrial premises, which have material<br />
importance for the Group’s business and operations (for more information on leased real estate please see:<br />
“Business Overview - Real Estate”). Although, most of the lease agreements are long-term, there could be no<br />
assurance that they would not be terminated before expiry of their term or the Group would be able to prolong<br />
them on reasonable conditions or at all. Termination of the lease agreements concluded by the Group or inability<br />
to prolong them may have material adverse impact on the Group’s operations, prospects and financial results.<br />
A number of lease agreements have not been registered with the Land Register and in case of transfer of<br />
ownership to properties these leases may cease to be valid.<br />
Under Latvian law lease agreements may be registered with the Land Register. In case of change of the owner of<br />
the real property, the new owner will not be bound by the lease agreement and will be entitled to terminate lease<br />
agreement prior to its term if the lease agreement is not registered in the Land Register. Certain lease agreements<br />
concluded by the Group Companies have not been registered with the Land Register. Consequently, in case the<br />
change of ownership of leased premises, new owners would not be obliged to perform the obligations of the<br />
lessor under such agreements and the Group Companies might have an obligation to abandon the leased<br />
premises. Such events may have material adverse impact on the Group’s operations, prospects and financial<br />
results.<br />
Failure to register transfer of title to real properties as a result of merger of Tukuma Ainava into Kurzemes<br />
Ainava with the public registers and failure to register respective amendments to Nordea Financing<br />
Agreements and security agreements in the public registers may lead to event of default under Nordea<br />
Financing Agreements.<br />
On 19 April 2012 merger of Tukuma Ainava into its subsidiary Kurzemes Ainava has been registered with the<br />
Commercial Register. According to the Latvian Commercial Law on the indicated date Eko Baltija acquired all<br />
shares of Kurzemes Ainava owned by Tukuma Ainava, Kurzemes Ainava acquired all assets, rights and<br />
obligations of Tukuma Ainava and Tukuma Ainava ceased to exist.<br />
Transfer of title to the real properties from Tukuma Ainava to Kurzemes Ainava as a result of merger of Tukuma<br />
Ainava into Kurzemes Ainava has not been registered with the Land Register. Consequently, currently<br />
Kurzemes Ainava is not considered as the owner of real properties in its relations with third parties and may not<br />
execute ownership rights until such registration. Moreover, Nordea Financing Agreements foresee several<br />
mortgages over real properties formerly owned by Tukuma Ainava. Mortgage agreements have been amended<br />
respectively providing that Kurzemes Ainava pledges real properties previously owned by Tukuma Ainava.<br />
However, these amendments were not and may not be registered with Land Register until registration of transfer<br />
of title to the real properties. Lack of registration of transfer of title to real properties and lack of registration of<br />
the amendments (novations) with the Land Register may lead that it will become impossible for Nordea Bank to<br />
enforce these securities which would constitute the event of default under Nordea Financing Agreements. Such<br />
default would entitle Nordea Bank to require full repayment of outstanding loans from Group Companies and<br />
satisfying its outstanding claims by: (i) enforcement of financial collaterals; (ii) taking over the receivables of the<br />
Group Companies; (iii) enforcement of guarantees; (iv) sale of pledged assets (including pledged Shares)<br />
without court proceedings or auction at a freely determined price; and/or (v) sale of the mortgaged assets at<br />
auction at the terms and conditions approved by court or on the basis of court decision on recovering of the debt<br />
secured by mortgage.<br />
The occurrence of any of the indicated events may have material adverse impact on the Group’s operations,<br />
prospects and financial results.<br />
Certain Group Companies are and in the future may be recognized as having dominant position on the<br />
market.<br />
On 18 August 2010 the Latvian Competition Council took a decision to terminate the case on potential abuse of<br />
dominant position by Eko Kurzeme and Eko Riga by violation of law provisions prohibiting abuse of a dominant<br />
position and restricting application of unfair purchase or selling prices. Although, in this decision the Latvian<br />
Competition Council established that Eko Kurzeme holds a dominant position in the market for collection,<br />
transportation, loading and storage of waste in the territory of Liepaja city, due to having a market share of over<br />
18
70% with a tendency to increase during the past 3 years and administrative barriers preventing potential<br />
competitors from entry to this market.<br />
Eko Kurzeme, as entity recognized as having dominant position, has a special responsibility not to abuse its<br />
dominant position that includes, inter alia, refraining from: (i) refusal to enter into transactions or to amend the<br />
provisions of a transaction without an objectively justifiable reason; (ii) limiting production, markets or technical<br />
development to the prejudice of consumers; (iii) imposing unfair purchase or selling prices or other unfair<br />
trading conditions. If operations of Eko Kurzeme are recognised as abusing its dominant position, Eko Kurzeme<br />
may be subject to an administrative fine of up to 10% of the net turnover for the preceding financial year, as well<br />
as compensation of third party claims for damages.<br />
On 27 August 2009 the Latvian Competition Council indicated that it had no grounds to conclude that LZP did<br />
not possess a dominant position in the market for organisation of systems/alternative solutions to fulfil the<br />
environmental obligations in Latvia and therefore drew attention of LZP to a special responsibility of a dominant<br />
market participant in the relevant market. LZP as being potentially in a dominant position in the market of the<br />
organisation of systems/alternative solutions to fulfil the environmental obligations in Latvia should apply fair<br />
prices and other trading provisions.<br />
If any of the Group Companies will be recognized as abusing its dominant position and will be subject to fines<br />
and obligation to compensate damages of third parties, it may have material adverse impact on the Group’s<br />
operations, prospects and financial results.<br />
The Group may be subject to claims for unpaid remuneration for fulfilment of duties of members of corporate<br />
bodies of certain Group Companies.<br />
Certain Group Companies, namely, Eko Riga, Eko Kurzeme, Jurmalas ATU, Nordic Plast, Kurzemes Ainava,<br />
Vaania, Eko Reverss, PET Baltija and MRTL, didn’t conclude agreements with current and former members of<br />
their corporate bodies (management boards) and didn’t pay remuneration for the performance of their duties.<br />
According to the Latvian Commercial Law, members of the management board are entitled to remuneration,<br />
which is commensurate with their duties and the financial condition of the company. Therefore, current and<br />
former members of the management boards of above mentioned Group Companies, as well as former members<br />
of the management boards of Eko Baltija and Tukuma Ainava, may request remuneration, which is<br />
commensurate with their duties and the financial condition of the Group <strong>Company</strong>, for the performance of the<br />
duties for the entire period in the office. The term of limitation for bringing claims for unpaid remuneration is 3<br />
years.<br />
If compensation of any such unpaid remuneration will be claimed and the Group Companies will be obliged to<br />
compensate such claims, it may have material adverse impact on the Group’s operations, prospects and financial<br />
results.<br />
Current and future assets of the Group Companies, certain amount of the Shares in the Issuer, as well as all<br />
the shares of the Group Companies are pledged.<br />
All current and future assets of Eko SPV, Eko Baltija, Eko Riga, Eko Reverss, Eko Kurzeme, Kurzemes Ainava,<br />
Jurmalas ATU, PET Baltija, Vaania, Nordic Plast and LZP are pledged in favour of Nordea Bank as security<br />
under the Nordea Financing Agreements. Moreover, the obligations under the Nordea Financing Agreements are<br />
secured by mortgages on certain real properties owned by the Group Companies. For more information please<br />
see: “Business – Encumbrances” and “Material Contracts - Financing Agreements - Agreements with Nordea<br />
Bank”).<br />
Additionally, the obligations under the Nordea Financing Agreements are secured by commercial pledge over<br />
100% of shares in Eko Baltija, 100% of shares in Eko SPV, 100% of shares in Jurmalas ATU, 100% of shares in<br />
Eko Kurzeme, 100% of shares in Eko Riga, 100% of shares in Nordic Plast, 75.13% of shares in LZP, 91.03% of<br />
shares in PET Baltija, 90% of shares in Vaania, 100% of shares in Kurzemes Ainava and 100% of shares in Eko<br />
Reverss. Pledged shares may not be transferred or otherwise disposed of without the consent of Nordea Bank.<br />
Moreover, the Nordea Financing Agreements and related security agreements provide that consent of Nordea<br />
Bank is required to undertake certain corporate actions by the Group Companies, among others, to pay out<br />
dividends (for more information please see: “Material Contracts - Financing Agreements - Agreements with<br />
Nordea Bank”).<br />
19
In case of failure to fulfil the Nordea Financing Agreements by any of the borrowers or security providers<br />
Nordea Bank would have a right to satisfy its outstanding claims by, inter alia, sale of the pledged and<br />
mortgaged assets (including pledged shares) without court proceedings or auction at a freely determined price<br />
and/or sale of the mortgaged assets at auction at the terms and conditions approved by court or on the basis of<br />
court decision on recovering of the debt secured with mortgage. The occurrence of such events may have<br />
material adverse impact on the Group’s operations, prospects and financial results.<br />
On 11 June 2012, the Principal Shareholders, ESOMTAX INVEST LIMITED (Cyprus), certain Group<br />
Companies and Nordea Bank concluded an agreement, whereby the parties agreed that the commercial pledge<br />
over the pledged shares of the Group Companies in favour of Nordea Bank will be cancelled after setting in of<br />
the following conditions: (i) a subscription of at least 5,000,000 (five million) New Shares of the Issuer during<br />
the Offering with the nominal value of LVL 1.00; (ii) at least 50% + 1 of the Issuer’s Shares are jointly or<br />
individually owned by Viesturs Tamuzs, Maris Simanovics, Undine Bude, ESOMTAX INVEST LIMITED<br />
(Cyprus) and those shares have been pledged as a financial pledge in favour of Nordea Bank; (iii) amendments<br />
to the Nordea Financing Agreements of Group Companies have been signed indicating that the shares of Group<br />
Companies may not be encumbered in favour of other persons without prior consent of Nordea Bank until Group<br />
Companies have performed all their obligations towards Nordea Bank.<br />
Certain of the Group’s credit facilities are subject to certain covenants and restrictions.<br />
The operating and financial restrictions and covenants in existing and any future financing agreements could<br />
adversely affect the Group’s ability to finance future operations or capital needs or to pursue and expand its<br />
business activities. For example, some of the loan agreements require maintaining certain level of cash flow on<br />
the bank accounts, opened with the respective bank, to provide the bank with regular financial statements,<br />
information on the borrower’s business activity, to fulfil certain financial covenants, to notify the bank on the<br />
changes in statutory documents, as well as any changes of management.<br />
The Group’s ability to comply with covenants and restrictions contained in debt instruments may be affected by<br />
events beyond its control, including prevailing economic, financial and industry conditions. If market or other<br />
economic conditions deteriorate, the Group may fail to comply with these covenants. Failure to comply with the<br />
above mentioned requirements and failure to pay any principal, interest, fees, expenses or other amounts when<br />
due, as well as deterioration of the borrower’s financial condition, entitles the bank to suspend granting of the<br />
loan facilities or to accelerate respective loans, and grants other rights to the bank, determined by the agreements<br />
and applicable laws. Though the Group believes that it complies with the conditions of the credit facilities in all<br />
material respects, there can be no guarantee that the Group will not be required to repay such facilities in the<br />
future with limited advance notice and when not provided for in the Group’s budget. See: “Material Agreements<br />
– Financing Arrangements” for more information about the Group’s existing credit facilities.<br />
A default under financing agreements could also result in foreclosure on any of the Group’s assets securing<br />
related loans, as well as could result in execution by Nordea Bank of the financial pledge over the Shares subject<br />
to lock-up arrangements (see risk factor: “Current and future assets of the Group Companies, certain amount of<br />
the Shares in the Issuer, as well as all the shares of the Group Companies are pledged” and section<br />
“Shareholders – Lock-up agreement”). The occurrence of any of these events may have material adverse impact<br />
on the Group’s operations, prospects and financial results.<br />
The Group may not be able to obtain financing from the EU funds or the financing may be revoked.<br />
The business strategy of the Group includes active search for opportunities of obtaining financing from the EU<br />
funds (for more information please see: “Business Overview – Business Strategy”). Such financing may be<br />
invested in various projects, which could fuel the Group’s growth. Although, there could be no assurance that<br />
such financing would be obtained at all or in the amount, and on conditions, allowing the Group to undertake<br />
planned investments. Moreover, usually projects co-financed by the EU are subject to strict terms and<br />
conditions, breach of which may lead to revoking of the financing and could force the Group to abandon its<br />
investment plans and projects, and return obtained financing. Additionally, the Group may also be obliged to<br />
return the obtained financing, if the Group is in breach of terms and conditions of EU financing in certain period<br />
after the successful execution of project.<br />
Each of these factors may have material adverse impact on the Group’s business strategy, operations, prospects<br />
and financial results.<br />
20
The Group’s ability to obtain debt financing may depend on the performance of its business and market<br />
conditions.<br />
The actual or perceived credit quality of the Group’s business and market conditions affecting the waste<br />
management industry and the credit markets may materially affect the Group’s ability to obtain the additional<br />
capital resources that may be required or may significantly increase the Group’s costs of obtaining such capital.<br />
The Group’s inability to obtain additional financing at all or at a higher than anticipated cost may have material<br />
adverse impact on the Group’s operations, prospects and financial results.<br />
The Group is exposed to currency exchange risk and interest rate risk.<br />
Although the Group generates most of its revenues and costs in LVL, certain of its revenues and expenses<br />
(including financial expenses) are generated in currencies other than LVL, particularly EUR. Although, LVL is<br />
pegged to EUR, there could be no assurance that this would not change in the future. Any unfavourable<br />
fluctuations in LVL/EUR exchange rate in the future may have material adverse impact on the Group’s<br />
operations, prospects and financial results.<br />
Moreover, the value of investment in the Shares may be affected by prevailing rates of exchange between LVL<br />
and PLN because the <strong>Company</strong>’s share capital is denominated in LVL, while the Shares will be subscribed and<br />
traded on the WSE in PLN. Changes in LVL to PLN exchange rate between the time of pricing and receiving the<br />
proceeds from the Offering by the <strong>Company</strong> could reduce LVL denominated proceeds received from the<br />
Offering and result in a decline in the <strong>Company</strong>’s equity capital for reasons unrelated to the performance of its<br />
business.<br />
The majority of Group’s financing is at variable interest rates. As a result the Group is subject to the effects of<br />
interest rate fluctuations on such indebtedness. A significant increase in the interest rate will negatively influence<br />
the Group’s results.<br />
There can be no assurance that future exchange rate and interest rate fluctuations may not have an adverse effect<br />
on the Group’s results of operations. As of the date of the Prospectus, the Group does not have any specific<br />
hedging arrangements in place to cover exchange rate or interest rate fluctuations and there can be no assurance<br />
that the Group will enter into such arrangements in the future. If the Group does enter into hedging<br />
arrangements, it cannot assure that hedging arrangements will not result in additional losses or that further shifts<br />
in exchange rates or interest rates will not have a material effect on the Group’s operations and results. Adverse<br />
exchange and interest rate fluctuations, if not hedged, may have material adverse impact on the Group’s<br />
operations, prospects and financial results.<br />
The Group is exposed to the credit risks of its customers and suppliers.<br />
The Group’s financial performance and position are dependent, to a certain extent, on the creditworthiness of its<br />
customers and suppliers. If there are any unforeseen circumstances affecting the Group’s customers’ and/or<br />
suppliers’ ability or willingness to pay, the Group may experience payment delays or non-payment. Each of<br />
these factors may have material adverse impact on the Group’s operations, prospects and financial results.<br />
The Group may not be able to grow or effectively manage its growth.<br />
The Group’s future growth will depend on a number of factors which include, among others, ability to: maintain<br />
or develop new and existing customer relationships; identify and consummate desirable acquisitions, joint<br />
ventures or strategic alliances; introduce new and attractive services; identify and capitalise on opportunities in<br />
new markets; successfully adapt to changing market conditions, such as changes to the regulatory framework;<br />
successfully manage the Group’s liquidity and obtain the required financing for existing and new operations;<br />
secure necessary third party service providers; and attract, hire and retain qualified personnel. A deficiency in<br />
any of these factors could adversely affect the Group’s ability to achieve anticipated growth in cash flow or<br />
realize other anticipated benefits. Future investments could result in incurring additional indebtedness and<br />
liabilities that could have a material adverse effect on the Group’s profitability. In addition, the Group’s current<br />
operating and financial systems may not be adequate to support growth and attempts to improve those systems<br />
may be ineffective. Failure to execute the Group’s business strategy or to manage growth effectively could<br />
adversely affect the Group’s business, results of operations, cash flow and financial condition. In addition, even<br />
if the Group successfully implements its business strategy, it may not improve results of operations.<br />
Furthermore, the Group may decide to alter or discontinue aspects of business strategy and may adopt alternative<br />
21
or additional strategies in response to operating environment or competitive situation or factors or events beyond<br />
the Group’s control. Each of these factors may have material adverse impact on the Group’s operations,<br />
prospects and financial results.<br />
The Group is dependent on its key personnel.<br />
The Group’s success depends to a significant extent upon the contributions of a limited number of the Group’s<br />
key senior management and personnel. There can be no certainty that the Group will be able to retain its key<br />
personnel. Factors critical to retaining the Group’s present staff and attracting and motivating additional highly<br />
qualified personnel include the Group’s ability to provide these individuals with competitive compensation<br />
arrangements. As of the date of the Prospectus the Group has not entered into any non-compete agreements with<br />
any of its key senior management and personnel. Furthermore, the Group is not insured against risks of loss or<br />
removal of its key senior management and personnel.<br />
The loss (whether temporary or permanent) of the services of any director, member of the senior management<br />
team or other key personnel, either at the Issuer level or within the Group Companies, could have a material<br />
adverse effect on the business, financial condition or results of operations of the Group.<br />
The Group’s insurance coverage may be insufficient for any incurred losses.<br />
The Group’s operations are subject to risks inherent in the waste management sector. The Group maintains<br />
insurance in accordance with industry standards and applicable laws and regulations. The Group cannot assure<br />
that it has adequately insured against all risks, that any future claims, penalties and/or fines will be paid or that it<br />
will be able to procure adequate insurance coverage at commercially reasonable rates in the future. If<br />
environmental regulations become more stringent, insurance costs may increase or make insurance unavailable<br />
against the risk of environmental damage or pollution. Further, there can be no assurance that the insurance<br />
policies will cover all losses that the Group incurs, or that disputes over insurance claims will not arise with the<br />
insurance carriers. There can be no assurance that the Group will be able to renew its insurance policies on the<br />
same or commercially reasonable terms, or at all, in the future. Any uninsured or underinsured loss may have<br />
material adverse impact on the Group’s operations, prospects and financial results.<br />
The Group does not carry business interruption insurance. Business interruption insurance is intended to cover<br />
some of costs and loss of revenues during period when the company’s operations are adversely affected due to<br />
any disruptions (e.g., accidents or damages) in the production facilities. Accordingly, any circumstances which<br />
adversely affect the Group’s operations may have material adverse impact on the Group’s operations, prospects<br />
and financial results.<br />
The Group may infringe third party IP rights.<br />
The Group deals with two major groups of intellectual property rights relating to: software and trademarks.<br />
Some software was developed or adjusted to the Group’s activities and is used by the Group Companies. It is<br />
possible that IT solutions were implemented in a particular Group Companies without first obtaining all of the<br />
necessary licenses. Furthermore, rights to use trademarks designed for the Group by particular Group Companies<br />
may not be properly secured, e.g. not registered. There is also a risk that the Group may violate third parties'<br />
rights to trademarks and other IP rights. If action is taken by a third party against the Group as a result of its<br />
alleged infringement of IP rights, this may have a material adverse impact on the operations, financial results and<br />
prospects of the Group.<br />
The tax office may determine that agreements executed by the Group Companies with each other and the<br />
related parties are not on arm-length basis and impose fines on the Group Companies.<br />
Latvian transfer pricing rules require that prices in transactions between related parties and, under certain<br />
circumstances, between unrelated parties be set on an arm’s length basis. Latvian tax authorities may make<br />
transfer pricing adjustments and impose additional tax liabilities in respect of transactions between related<br />
parties and, as applicable, unrelated parties if the transaction prices differ from market prices.<br />
In the ordinary course of the Group’s business there have been and continue to be a number of transactions<br />
between companies within the Group, as well as with related parties regarding, among others, providing waste<br />
management services, business advisory services and use of software. In addition, the Group Companies entered<br />
into numerous loan agreements, which generate revenues and costs in the Group. It is not always possible to<br />
22
determine an appropriate market price for all such transactions, and the Latvian tax authorities’ view as to what<br />
constitutes a market price may differ from that adopted by the Group. These differences may also be concluded,<br />
as none of the Group Companies has transfer pricing documentation prepared in accordance with the applicable<br />
laws. As a result, there can be no assurance that the Latvian tax authorities will not challenge the prices used by<br />
the Group for these transactions and assess additional taxes and/or impose fines on the Group. If such price<br />
adjustments are implemented, the Group’s effective tax rate could increase and its future financial results could<br />
be materially adversely affected. In addition, the Group could face significant losses associated with the assessed<br />
amount of prior tax underpaid and related fines and penalties, which may have a material adverse effect on the<br />
Group’s business, results of operations and financial condition.<br />
Historical financial statements of the Group may not be representative of its historic or future results and may<br />
not be comparable across periods, which may make it difficult to evaluate the Group’s results and future<br />
prospects.<br />
The Issuer was incorporated in 2011. The legal restructuring aimed at transferring certain existing legal entities<br />
to the Issuer was not completed before 31 December 2011. As a result, the Issuer did not have control over all<br />
the Group Companies as of 31 December 2011 and was not permitted to present consolidated financial<br />
statements for the Group as it is at the date of the Prospectus. Therefore, the Issuer decided to prepare the audited<br />
consolidated annual report of Eko Baltija Group for the years ended 31 December 2011, 2010, 2009 (the<br />
“Consolidated Financial Statements”), the reviewed condensed consolidated interim financial statements for the<br />
three months ended 31 March 2012 and 2011 (the “Condensed Consolidated Interim Financial Statements”) and<br />
pro forma consolidated financial information of <strong>Eco</strong> <strong>Baltia</strong> (the "Pro Forma Financial Information"). Such<br />
presentation of historical financial information may make it difficult to evaluate the Group’s results of operations<br />
and future prospects. Moreover, such presentation of historical financial information may not be representative<br />
of historic or future results of the Group and may not be comparable across periods, which may make it difficult<br />
to evaluate the Group’s results and future prospects.<br />
Risks Relating to Latvia<br />
Political and economic changes could negatively impact the Group.<br />
The Group operates mainly in Latvia. The economic, regulatory and administrative situation in Latvia is<br />
developing continuously, mainly as a result of transformation and accession to the EU and as reaction to the<br />
global economic crisis in recent years. Latvia was heavily affected by the global crisis with GDP rate falling by<br />
17.7% in 2009. According to Eurostat in 2011 the Latvian real GDP growth rate was 5.5%, unemployment rate<br />
was 16.2% and inflation rate was 4.2%. Due to relatively small domestic market, Latvia is exposed to events in<br />
global economy to much more extent than many other countries, including Poland. The Group has no or limited<br />
influence on these events. Changes and developments in economic, regulatory, administrative or other policies<br />
and conditions in Latvia, over which the Group has no control, could significantly affect the Group’s business,<br />
prospects, financial conditions and results of operations in a manner that could not be predicted.<br />
Pegged currency may have adverse impact on Latvian economy and therefore materially adversely influence<br />
the Group.<br />
Since May 2005 Latvia has been part of the ERM II and committed to observe a central exchange rate of LVL<br />
0.702804 to EUR 1.00 with a fluctuation band of ±15%. However, Latvia unilaterally maintains a 1% fluctuation<br />
band around the central rate.<br />
The fact that Latvian lat is pegged to euro could have material adverse effect on the Latvian economy. Namely,<br />
pegged currency limits the self-regulatory mechanisms of the economy. For example, during financial turmoil<br />
substantial amounts of investments are withdrawn from developing countries (such as Latvia), what causes<br />
depreciation of local currency. Although, depreciation of local currency increases the trade competitiveness of<br />
the country (by fuelling exports), and therefore softens the impact and economic consequences of the financial<br />
turmoil. Counties with pegged currency cannot rely on above mentioned self-regulatory mechanisms and<br />
therefore could be struck by the financial turmoil in more severe way. Therefore, during any financial turmoil the<br />
Latvian economy may have limited ability to recover due to peg between lat and euro.<br />
Any potential turmoil in economic conditions in Latvia, over which the Group has no control, could significantly<br />
affect the Group’s business, prospects, financial conditions and results of operations in a manner that could not<br />
be predicted.<br />
23
Inflation risk may have material adverse impact on the Group.<br />
In previous years Latvia has been heavily affected by financial instability, caused by the global financial crisis.<br />
According to Eurostat, before the financial crisis struck inflation rate in Latvia was double digit, amounting to<br />
10.1% in 2007 and 15.3% in 2008. In 2009 the inflation rate fell to 3.3% and this trend continued in years 2010<br />
and 2011, with inflation rate amounting to -1.2% (deflation) and 4.2%, respectively.<br />
Relevant expenses of the Group Companies, e.g., operating costs, are closely related to the general price level.<br />
The Group Companies’ expenditures may increase considerably due to high inflation and the Group Companies<br />
may not always be able to increase prices of their services and/or products. Consequently, high inflation as well<br />
as deflation may have a considerable adverse influence on the Group’s financial situation and business results.<br />
Unfavourable changes in taxes may have material adverse influence on the Group.<br />
The Group Companies are subject to the following taxes in Latvia: VAT, social security contributions, personal<br />
income tax, corporate income tax, natural resource tax and real estate tax.<br />
According to the Tax Policy Strategy for 2011-2014 set by the Latvian Ministry of Finance, no additional tax<br />
load should be imposed on tax payers in Latvia within the period to 2014 (including), except for potentially<br />
moderate increase in real estate tax. At the same time, the effective personal income tax charge may be reduced<br />
by increasing the tax-exempt ceiling. However, there could be no assurance that the tax policy in Latvia would<br />
not change in manner having adverse effect on the Group’s business and financial results.<br />
Moreover, the Group is subject to the continual examinations and audits by the Latvian tax authorities. While the<br />
Group regularly evaluates its compliance with tax legislation and uncertain tax positions, any adverse outcome<br />
from these continuous examinations may have adverse effect on Group’s operating results and financial position.<br />
All above mentioned factors may have material adverse effect on the Group’s business, operations, financial<br />
position and financial results.<br />
Latvian judicial system is undergoing development.<br />
The <strong>Company</strong> and the Group are incorporated in Latvia. The majority of the assets of the Group Companies are<br />
located in Latvia and the majority of the management personnel working for the Group reside in Latvia. Latvian<br />
commercial and financial instruments laws regulate existence and operations of the <strong>Company</strong> and the Group,<br />
including Shares and shareholder rights. Therefore Latvian courts might be the sole venue for hearing the claims<br />
against the <strong>Company</strong>, the Group and/or their management. Latvian commercial and financial instruments laws<br />
have been adopted only approximately 10 years ago and are subject to frequent amendments. For these reasons<br />
there is not much practice established and case law settled in relation to commercial and financial instruments<br />
laws issues, including shares and shareholder rights. Moreover, court proceedings in Latvia may be lengthier<br />
than in other EU countries, including Poland. Henceforth, investors in the Shares (including the Offer Shares)<br />
may encounter difficulties with foreseeable, fast and effective defence of their interests in the Latvian courts,<br />
related with claims against the <strong>Company</strong>, any other of the Group Companies and/or their management.<br />
Risk Relating to the Issuer<br />
The Issuer is a holding company with no assets other than shares of its subsidiary.<br />
The Issuer is a holding company with no other assets than the shares in the Group Companies. All business<br />
operations are carried out by the Group Companies. The Issuer could pay dividends only to the extent it is<br />
entitled to receive indirectly dividends from the Group Companies. It recognizes gains from the sale of its assets<br />
and proceeds from the issuance of the Shares only (see: “General information on the Issuer”). Furthermore, the<br />
Issuer will depend upon external sources of financing, the earnings and cash flows from the Group Companies<br />
and dividends on shares indirectly held in the Group Companies to pay expenses and meet any future obligations.<br />
There is no guarantee that the earnings and cash flows from the Group Companies will be sufficient to meet<br />
future needs.<br />
24
The rights of Latvian company shareholders differ from the rights of the shareholders of Polish listed<br />
companies.<br />
The Issuer was incorporated and organized under the laws of Latvia in particular, in accordance with, inter alia,<br />
Latvian Commercial Law and consequently the rights of the Issuer’s shareholders are governed by the laws of<br />
Latvia and by the Issuer’s Articles of Association. Accordingly, the Issuer’s corporate structure as well as the<br />
rights and obligations of its shareholders may be different from the rights and obligations of the shareholders of<br />
Polish-based companies listed on the WSE. In addition, Latvian regulations may provide shareholders with<br />
particular rights and privileges which could not exist in Poland and, vice versa, certain rights and privileges that<br />
shareholders may benefit from in Polish companies may not be guaranteed. The exercise of some of the<br />
shareholders’ rights in a Latvian company could be more complicated or expensive for investors from Poland<br />
than the exercise of similar rights in a Polish company. Resolutions of the General Meeting of Shareholders may<br />
be adopted with majorities different from the majorities required for adoption of equivalent resolutions in Polish<br />
companies. Rectification of the <strong>Company</strong>’s registers and/or some corporate actions may require the approval of<br />
Latvian courts.<br />
Judgments of Polish courts against the <strong>Company</strong> and the Group may be more difficult to enforce than if the<br />
company and its management were located in Poland.<br />
The <strong>Company</strong> and the Group were formed in accordance with the Latvian laws and its registered office is in<br />
Latvia. The majority of the assets of the Group Companies are located in Latvia and the majority of the<br />
management personnel working for the Group reside in Latvia. For this reason Polish investors may encounter<br />
difficulties in serving summons and other documents relating to court proceedings on any of the entities within<br />
the Group and/or the management personnel working for the Group. For the same reason it may be more difficult<br />
for Polish investors to enforce a judgment of the Polish court issued against any entities within the Group and/or<br />
the management personnel working for the Group than if those entities and/or the management personnel were<br />
located in Poland.<br />
The Issuer has been, and will continue to be, influenced by three principal shareholders.<br />
As of the date of the Prospectus each of Mrs. Undine Bude, Mr. Viesturs Tamuzs and Mr. Maris Simanovics (the<br />
“Principal Shareholders”) owns directly 10% of the Issuer’s share capital. Principal Shareholders are also<br />
beneficial owners of ESOMTAX INVEST LIMITED (Cyprus), which owns 42% of the Issuer’s share capital.<br />
Moreover, the Principal Shareholders are direct and indirect shareholders of AS Perseus, which is partner in<br />
Otrais Eko Fonds. Otrais Eko Fonds owns 28% of the Shares of the Issuer as of the date of the Prospectus.<br />
Following the Offering each of Mrs. Undine Bude, Mr. Viesturs Tamuzs and Mr. Maris Simanovics will<br />
continue to own directly 7.81% of the Issuer’s Shares, assuming all of the Offer Shares are placed with investors.<br />
Moreover, ESOMTAX INVEST LIMITED (Cyprus) will continue to own 32.82% of the Issuer’s share capital,<br />
assuming all of the Offer Shares are placed with investors. Together, the Principal Shareholders will continue to<br />
own directly and indirectly up to 56.25% of the Issuer’s issued share capital, assuming all of the Offer Shares are<br />
placed with investors. Although, the Principal Shareholders should not be deemed as acting in concert, they have<br />
the ability to influence most actions requiring shareholder approval, including electing the majority of the<br />
Issuer’s Supervisory Board and determining the outcome of most corporate matters, without recourse to the<br />
Issuer’s minority shareholders. As a result, the Principal Shareholders could, for example, cause the Group to<br />
pursue transactions, which may involve higher risk for the Group. Moreover, the interests of the Principal<br />
Shareholders may, in some circumstances, conflict with the interests of other holders of the Shares. If<br />
circumstances were to arise where the interests of the Principal Shareholders conflicted with the interests of<br />
other holders of the Shares, they could take actions materially adverse to the interests of holders of the Shares.<br />
See: “Management and Corporate Governance” and “Related Party Transactions”.<br />
The Issuer may have limited ability to attract financing through secondary offerings of Shares.<br />
In general, in case of any increase of the share capital of the Issuer, the existing shareholders of the Issuer have a<br />
pre-emptive right to acquire newly issued shares. The pre-emptive right requires that the <strong>Company</strong> gives priority<br />
treatment to the current shareholders. Pre-emptive rights of the shareholders may not be revoked or restricted by<br />
the foundation agreement, the Articles of Association or a decision of the General Meeting, except in cases of<br />
increase of the share capital for a special purpose (e.g. for exchange of newly issued shares for convertible<br />
bonds; for exchange of newly issued shares for the shares of a company to be merged in case of reorganisation;<br />
for issuing of employee shares). The time limit for a shareholder to acquire the shares by exercising pre-emptive<br />
rights may not be shorter than 1 month after the public announcement thereof. For more information on pre-<br />
25
emptive rights please see “Description of the Shares and Corporate Rights and Obligations - Pre-emptive<br />
Rights”.<br />
Due to the above mentioned provisions of the Latvian law the Issuer may have limited ability to attract financing<br />
through secondary offerings of new shares in the Issuer, attract new investors and widening investors’ base.<br />
Moreover, to date the LCD has never been involved in settlement (except for registration of newly issued shares)<br />
of the capital increase through exercise of the pre-emptive rights. Therefore, there can be no assurance that a<br />
potential share capital increase of the Issuer will not experience technical or organizational difficulties.<br />
Risks Relating to Shares, Listing and Trading on the WSE and the RSE<br />
The Offering may be delayed, suspended or cancelled.<br />
Public offerings are subject to various circumstances independent from the <strong>Company</strong> and the Principal<br />
Shareholders. In particular, the demand for the Offer Shares is shaped by, among others, investors’ sentiment<br />
toward sector, legal and financial conditions of the Offering. In case such circumstances would have adverse<br />
impact on the results of the Offering. The Issuer may decide to delay, suspend or cancel the Offering (for further<br />
details see: “The Offering and the plan of distribution – Cancellation, Suspension or Postponement of the<br />
Offering”). Consequently, the investors may be unable to successfully subscribe for the Offer Shares and<br />
payments made by investors during the Offering, if any, may be returned without any compensation.<br />
There has been no prior public trading market for the Shares.<br />
Prior to the Offering, there has been no public trading market for the Shares. Although the Issuer will apply for<br />
the Shares to be admitted to trading on the WSE and the RSE, as well as intends to engage the market maker on<br />
the RSE and does not exclude possibility to engage the market maker on the WSE, there can be no assurance that<br />
an active trading market for the Shares will develop or, if developed, can be sustained following the closing of<br />
the Offering. If an active trading market is not developed or maintained, the liquidity and trading price of the<br />
Shares could be materially and adversely affected. Active, liquid trading markets generally result in lower price<br />
volatility, lower spreads and more efficient execution of buy and sell orders for investors. If an actual liquid<br />
trading market for the Shares does not develop, the price of the Shares may be more volatile and it may be<br />
difficult to complete a buy or sell order for the Shares.<br />
The price of the Shares may fluctuate significantly.<br />
The trading prices of the Shares may be subject to significant price and volume fluctuations in response to many<br />
factors, including but not limited to:<br />
<br />
<br />
<br />
<br />
variations in the Group’s operating results and those of other companies operating in the same industry<br />
sector;<br />
negative research reports or adverse brokers’ comments;<br />
future sales of the Shares owned by the Issuer’s significant shareholders, or the perception that such sales<br />
will occur; and<br />
extreme price and volume fluctuations on the WSE, the RSE or other stock exchanges, including those in<br />
other emerging markets.<br />
Fluctuations in the price and volume of the Shares may not be correlated in a predictable way to the Group’s<br />
performance or operating results. The Offer Price may not be indicative of prices that will subsequently prevail<br />
in the market and an investor may not be able to resell its Shares at or above the Offer Price.<br />
Turmoil in emerging markets could cause the value of the Shares to suffer.<br />
Financial or other turmoil in emerging markets has in the recent past adversely affected market prices in the<br />
world’s securities markets for companies operating in the affected developing economies. There can be no<br />
assurance that renewed volatility stemming from future financial turmoil, or other factors, such as political<br />
26
unrests, that may arise in other emerging markets or otherwise, will not adversely affect the value of the Shares<br />
even if the Latvian economy remains relatively stable.<br />
The market value of the Shares may be adversely affected by future sales or issues of substantial amounts of<br />
Shares.<br />
Future sales of the Shares owned by the Principal Shareholders, the Selling Shareholder and/or ESOMTAX<br />
INVEST LIMITED (Cyprus), future sales of the Shares by Nordea Bank in case of execution of the financial<br />
pledge over certain Shares (for more information please see: “Material Contracts – Financing Agreements –<br />
Agreements with Nordea Bank”), and/or new issuances of the Shares by the Issuer, or the perception that such<br />
sales and/or new issuances will occur, could cause a decline in the market price of the Shares. In connection with<br />
the Offering, each of the Issuer, the Principal Shareholders, the Selling Shareholder and/or ESOMTAX INVEST<br />
LIMITED (Cyprus), as well as Nordea Bank, have agreed to certain lock-up arrangements in respect to the<br />
Shares. For further details please see: “Shareholders – Lock-up agreement”. The Issuer cannot predict whether<br />
substantial numbers of the Shares will be sold by such persons following the expiry of the lock-up period. In<br />
particular, there can be no assurance that after the lock-up period expires, the Principal Shareholders, the Selling<br />
Shareholder and/or ESOMTAX INVEST LIMITED (Cyprus) will not reduce their holdings of the Shares.<br />
Moreover, there can be no assurance that in case of a default under the Nordea Financing Agreements and after<br />
execution of the financial pledge over certain Shares by Nordea or after expiry of the lock-up period Nordea<br />
Bank will not sell substantial amounts of the Shares. Future sales of the Shares could be made by the Issuer, the<br />
Principal Shareholders, the Selling Shareholder, ESOMTAX INVEST LIMITED (Cyprus) and/or Nordea Bank<br />
or through a capital increase undertaken by the Issuer to fund an acquisition or for another purpose. A sale of a<br />
substantial number of the Shares, or the perception that such sales could occur, could materially and adversely<br />
affect the market price of the Shares and could also impede the Issuer’s ability to raise capital through the issue<br />
of equity securities in the future.<br />
Holders of the Offer Shares may not be able to exercise pre-emptive rights, and as a result may experience<br />
substantial dilution upon future issuances of Shares.<br />
Holders of the Shares generally will have a pre-emptive right with respect to any issue for cash consideration of<br />
the Shares or the granting of rights to subscribe for the Shares, unless additional shares are issued for a special<br />
purpose in the following cases: (i) for exchange of newly issued shares for convertible bonds, (ii) for exchange<br />
of newly issued shares for the shares of a company to be merged in case of reorganisation, (iii) as a<br />
compensation to minority shareholders that as an exchange of shares is conducted by the dominant undertaking<br />
of a group of companies, (iv) for the issuing of employee shares or the holders of the Shares each individually<br />
waive their pre-emption rights. As a result, shareholders may experience significant dilution if additional Shares<br />
of the Issuer were to be offered and would not apply towards them or have been waived by them. Moreover,<br />
holders of the Shares in certain jurisdictions may not be able to exercise pre-emptive rights for the Shares unless<br />
the applicable securities law requirements in such jurisdiction are adhered to or an exemption from such<br />
requirements is available. Accordingly, such holders may not be able to exercise their pre-emptive rights on<br />
future issuances of the Shares, and, as a result, their percentage ownership interest in the Issuer would be<br />
reduced.<br />
The Issuer is established and organised under laws of Latvia while the Shares will be listed on a regulated<br />
market in Poland.<br />
The Issuer is a company organised and existing under the laws of Latvia while the Shares will be listed on a<br />
regulated market in Poland. The Issuer’s corporate structure as well as rights and obligations of its shareholders<br />
may be different from the rights and obligations of shareholders in Polish companies listed on the WSE.<br />
Latvia will be the home Member State of the Issuer for the purpose of the European Union securities regulations,<br />
and Poland will be its host Member State. The EU directives provide different competencies for the home<br />
Member State and host Member State with respect to rights and obligations of the investors in public companies,<br />
depending on the subject of regulations. In addition, the directives are not always implemented in the proper<br />
manner at a national level. Consequently, investors in the Offer Shares may be forced to seek complex legal<br />
advice in order to comply with all regulations when exercising their rights or when fulfilling their obligations. In<br />
case an investor fails to fulfil its obligations or violates law when exercising rights from or regarding the Offer<br />
Shares, he or she may be fined or sentenced for such non-compliance or be unable to exercise rights from the<br />
Offer Shares.<br />
27
Resolutions of the General Meeting of Shareholders may be taken with majorities different from the majorities<br />
required for adoption of equivalent resolutions in Polish companies. Certain protections such as pre-emption<br />
rights and anti-takeover measures, may not be available to holders of the Offer Shares, or their application may<br />
be uncertain (see risk factors: “Holders of the Offer Shares may not be able to exercise pre-emptive rights, and<br />
as a result may experience substantial dilution upon future issuances of Shares” and “Holders of Shares may<br />
face legal uncertainty if the Issuer is the subject of a takeover”).<br />
There is no guarantee that the Issuer will pay dividends in the future.<br />
The Issuer is under no continuous obligation to pay regular dividends to its shareholders. Any payment of<br />
dividends in the future will depend upon decisions of the General Meeting (at which the Principal Shareholders<br />
may represent a majority of voting rights). Payment of (future) dividends may be made only if mandatory<br />
provisions so allow, as required by law or by the Articles of Association and the respective articles of association<br />
of the Group Companies. Furthermore, for the decision to pay dividend the following factors (among others)<br />
should also be taken into account: future results of operations, cash flows, financial position, reinvestment needs,<br />
expansion plans, contractual restrictions, and other factors the Management Board, Supervisory Board and/or the<br />
General Meeting deem relevant, which do not necessarily have to coincide with the short-term interests of all the<br />
Issuer’s shareholders. Moreover, according to the Nordea Financial Agreements, Nordea’s consent is required to<br />
pay out dividends from the Group Companies.<br />
There can be no assurance that the Issuer will make any dividend payments in the future. As of the date of the<br />
Prospectus, the Issuer does not expect to pay dividends in the medium term. However the Issuer may pay<br />
dividends at some future date, including in the short-to-medium term, if the General Meeting (having considered<br />
the recommendation of the Management Board) approves a dividend. The Management Board and the General<br />
Meeting will take into account various factors, including the Group’s business prospects, future earnings, cash<br />
requirements, financial position, expansion plans and the requirements of the law of Latvia (See: “Dividends and<br />
Dividend Policy”). Accordingly, investors cannot rely on dividend income from the Offer Shares and any returns<br />
on an investment in the Offer Shares will likely depend entirely upon any future appreciation in the price of the<br />
Shares.<br />
The Issuer may be unable to list the Shares on the WSE and/or the RSE, or the Issuer may be delisted from<br />
the WSE and/or the RSE.<br />
The admission of the Shares to trading on the WSE requires, inter alia, that (i) the Shares are registered with the<br />
clearing and settlement system and (ii) the management board of the WSE approves the listing and trading of the<br />
Shares on the WSE. To obtain the WSE management board’s approval the Issuer has to meet certain<br />
requirements provided for in the respective regulations of the WSE and other applicable laws. Such requirements<br />
include, but are not limited to: (i) the appropriate free float of the Shares; (ii) the appropriate market value of the<br />
Shares or the equity of the Issuer; (iii) no restriction on transferability of the Shares; (iv) the approval of this<br />
Prospectus by the FKTK and its notification to the PF<strong>SA</strong>; and (v) no bankruptcy or liquidation proceedings<br />
pending with respect to the Issuer. Furthermore, while examining the Issuer’s application for admission of the<br />
Shares to trading on the WSE, the management board of the WSE will take into consideration: (i) the Issuer’s<br />
current and projected financial standing; (ii) the Issuer’s development perspectives, in particular, assessment of<br />
investments objectives taking into account its financial sources; (iii) experience and qualifications of the<br />
members of the Issuer’s Management Board; (iv) the terms on which the securities were issued and the<br />
compliance of these terms with the principles of the public nature laid out in the WSE Rules; and (v) security of<br />
public trading on the WSE and interests of trading participants. Some of the conditions mentioned above are<br />
discretionary in nature and, therefore, the Issuer cannot provide any assurance that the management board of the<br />
WSE will conclude that the Issuer meets all of them.<br />
The rules of the WSE require the Issuer to file an application for introduction of the Shares to trading on the<br />
WSE within a period of six months from the date on which the Issuer’s Shares have been admitted to such<br />
trading. If the Issuer fails to comply with this obligation, the decision of the management board of the WSE on<br />
the admission of the Issuer’s Shares to trading on the WSE could be annulled.<br />
Similar rules to the aforementioned apply for admission of the Shares to trading on the RSE.<br />
The Issuer intends to take all the necessary steps to ensure that its Shares are admitted to trading on the WSE and<br />
the RSE as soon as possible after the closing of the Offering. However, there is no guarantee that all of the<br />
aforementioned conditions will be met and that the Shares will be admitted to trading on the WSE and the RSE<br />
28
on the Listing Date as expected or at all. Moreover, if the PF<strong>SA</strong>, which is the competent authority of the Issuer’s<br />
host state, finds that the Issuer has failed to perform or has unduly performed its obligations under applicable<br />
Polish securities laws, it should notify the FKTK, which is the competent authority of the Issuer’s home state, of<br />
such event. If, despite the PF<strong>SA</strong>’s notification, the FKTK does not take any measures aimed at preventing<br />
further breach by the Issuer of its obligations, or when such measures prove ineffective, after the notification of<br />
the FKTK, the PF<strong>SA</strong> may, in order to protect investors’ interests, impose a fine and/or delist the Shares from<br />
trading on the WSE. The PF<strong>SA</strong> should notify the European Commission immediately of the application of such<br />
measures. If the FKTK, which is the competent authority of the Issuer’s home state, finds that the Issuer has<br />
failed to perform or has unduly performed its obligations under applicable Latvian securities laws, the Shares<br />
may be delisted from trading on the RSE.<br />
Mandatory delisting of the Shares will be effected by the WSE management board where: (i) transferability of<br />
the Shares has become restricted, (ii) the Shares are no longer in book-entry form, (iii) the PF<strong>SA</strong> has requested<br />
so in accordance with the Polish Trading in Finance Instruments Act, or (iv) the Shares have been delisted from<br />
another regulated market by a competent supervisory authority over such market, provided that the Shares were<br />
traded on another regulated market. In addition, the WSE management board should delist the Shares from<br />
trading upon the request of the PF<strong>SA</strong>, if the PF<strong>SA</strong> concludes that trading in the Issuer’s Shares imposes a<br />
significant threat to the proper functioning of the WSE or the safety of trading on that exchange, or infringes<br />
investors’ interest. Mandatory delisting rules from the RSE are similar to the aforementioned, which are<br />
applicable for the delisting from the WSE.<br />
The WSE management board may also delist the Shares where, (i) the Shares cease meeting all requirements for<br />
admission to trading on the WSE; (ii) the Issuer persistently violates the regulations of the WSE; (iii) the Issuer<br />
has requested so; (iv) the Issuer has been declared bankrupt or a petition for bankruptcy has been dismissed by<br />
the court because the Issuer’s assets do not suffice to cover the costs of the bankruptcy proceedings; (v) the WSE<br />
considers it necessary to protect the interests of the market participants; (vi) following a decision on a merger,<br />
split or transformation of the Issuer; (vii) no trading was effected in the Shares within a period of three previous<br />
months; (viii) the Issuer has become involved in a business that is illegal under the applicable provisions of laws;<br />
and (ix) the Issuer is in liquidation proceedings.<br />
The RSE management board may delist the Shares (i) upon the Issuer’s request; (ii) if the Shares and/or the<br />
Issuer do not conform to the requirements for trading on the RSE; (iii) if the Issuer repeatedly and materially<br />
violates the regulations of the RSE; (iv) in case the interruption of trade in Shares has been longer than six<br />
months and the Issuer has not taken measures to prevent the circumstances on the grounds of which trading was<br />
suspended; (v) if other circumstances occur under which continuing trading of the Shares becomes impossible;<br />
(vi) if the Issuer has not paid the listing fees to the RSE upon repeated notice.<br />
The Issuer believes that as at the date of the Prospectus there are no circumstances which could give grounds for<br />
delisting of the Shares from the WSE and/or the RSE in the foreseeable future. However, there can be no<br />
assurance that any of such circumstances will not arise in relation to the Issuer’s Shares in the future. Delisting<br />
of the Shares from the WSE and/or the RSE could have an adverse effect on the liquidity of the Shares and,<br />
consequently, on investors’ ability to sell the Shares at a satisfactory price.<br />
Trading in the Shares on the WSE and/or the RSE may be suspended.<br />
The WSE management board has the right to suspend trading in the Shares for up to three months (i) at the<br />
request of the Issuer, (ii) if the Issuer fails to comply with the respective regulations of the WSE (such as specific<br />
disclosure requirements), or (iii) if it concludes that such a suspension is necessary to protect the interests and<br />
safety of market participants.<br />
The RSE management board has the right to suspend trading in the Shares for up to six months (i) at the request<br />
of the Issuer, (ii) in extraordinary circumstances, in order to protect the interests of investors (extraordinary<br />
circumstances should, inter alia, mean ample price fluctuation; existence of information which may materially<br />
affect the price of the Shares and which is planned to be disclosed shortly; other situations, circumstances or<br />
conditions which may obstruct the process of transparent and fair trading); (iii) if the information disclosed by<br />
the Issuer through RSE information system is clearly erroneous or has to be processed or checked for other<br />
reasons; (iv) the trading may also be suspended during the General Meeting of the Issuer at which it is planned to<br />
adopt resolutions or disclose information which may materially affect the price of the Shares. In such case the<br />
trading may be suspended from the beginning of the said event until the moment when the information about the<br />
adapted resolutions or other relevant information has been published.<br />
29
Furthermore, the WSE management board should suspend trading in the Shares for up to one month upon the<br />
request of the PF<strong>SA</strong>, if the PF<strong>SA</strong> concludes that trading in the Shares is carried out in circumstances which may<br />
impose a possible threat to the proper functioning of the WSE or the safety of trading on that exchange, or may<br />
harm investors’ interest. Likewise the RSE management board should suspend trading of the Shares upon<br />
decision of the FKTK, if the FKTK concludes that regular trading of the Shares has become impossible or may<br />
harm investors’ interest.<br />
The Issuer will make all endeavours to comply with all applicable regulations in this respect. However, there can<br />
be no assurance that trading in the Shares will not be suspended. Any suspension of trading could adversely<br />
affect the Share price.<br />
The Issuer may have a limited free float, which may have a negative effect on the liquidity, marketability or<br />
value of its Shares.<br />
Prior to the Offering, each of Mrs. Undine Bude, Mr. Viesturs Tamuzs and Mr. Maris Simanovics (the “Principal<br />
Shareholders”) owns directly 10% of the Issuer’s share capital. Principal Shareholders are also beneficial owners<br />
of ESOMTAX INVEST LIMITED (Cyprus), which owns 42% of the Issuer’s share capital. Moreover, Principal<br />
Shareholders are direct and indirect shareholders of AS Perseus, which is partner in Otrais Eko Fonds. Otrais<br />
Eko Fonds owns 28% of the Shares as of the date of the Prospectus. Immediately after the Offering the Principal<br />
Shareholders will own directly and indirectly up to 56.25% of the Issuer’s outstanding Shares, provided that all<br />
Offer Shares are placed with investors. Consequently, the free float of Shares held by the public will be no more<br />
than 43.75% of the Issuer’s share capital.<br />
In addition, the WSE requires that the share capital of a company to be listed on the main market of the WSE<br />
must be adequately diluted, i.e. part of the capital must be held by minority shareholders holding individually<br />
less than 5% of that company’s share capital. If the Offer Shares are acquired by a limited number of large<br />
investors, there is a risk that the share capital would not be adequately diluted and as a result the WSE would not<br />
approve the Shares for listing on the main market of the WSE and, consequently, the Shares would be listed on<br />
the parallel market.<br />
The RSE requires that not later than the day on which the trading with shares starts, a sufficient free float (i.e.<br />
part of share capital of the Issuer is held by minority shareholders holding individually less than 10% of the share<br />
capital of the Issuer) is ensured. This condition should be deemed as met if: (i) at least 25% of the shares of the<br />
category which the Issuer wants to list at the exchange are in free float, or (i) the number of shares in free float is<br />
smaller than that specified above, but the capitalisation of the shares on free float exceeds EUR 10,000,000.<br />
Consequently, there is a risk, similar as regarding to WSE rules, that the free float requirements of <strong>Company</strong>’s<br />
Shares will not be met and as a result the RSE would not approve the Shares for listing on the main list of the<br />
RSE and, thus, the Shares would be listed on the secondary list.<br />
The marketability of the Issuer’s Shares may decline and the market price of the Issuer’s Shares may<br />
fluctuate disproportionately in response to adverse developments that are unrelated to the Group’s operating<br />
performance and decline below the Offer Price.<br />
The <strong>Company</strong> cannot assure that the marketability of the <strong>Company</strong>’s Shares will improve or remain consistent.<br />
The Offer Price in the Offering may not be indicative of the market price for the <strong>Company</strong>’s Shares after the<br />
Offering has been completed. Shares listed on regulated markets, such as the WSE and the RSE, have from time<br />
to time experienced and may experience in the future, significant price fluctuations in response to developments<br />
that are unrelated to the operating performance of particular companies. The market price of the <strong>Company</strong>’s<br />
Shares may fluctuate widely, depending on many factors beyond the <strong>Company</strong>’s control. These factors include,<br />
amongst other things, actual or anticipated variations in operating results and earnings by the Group Companies<br />
and/or its competitors, changes in financial estimates by securities analysts, market conditions in the industry and<br />
in general the status of the securities market, governmental legislation and regulations, as well as general<br />
economic and market conditions, such as recession. These and other factors may cause the market price and<br />
demand for the <strong>Company</strong>’s Shares to fluctuate substantially and any such development, if adverse, may have an<br />
adverse effect on the market price of the <strong>Company</strong>’s Shares which may decline disproportionately to the Group<br />
Companies’ operating performance. The market price of the <strong>Company</strong>’s Shares is also subject to fluctuations in<br />
response to further issuance of shares by the <strong>Company</strong>, sales of Shares by the <strong>Company</strong>’s major shareholders,<br />
the liquidity of trading in the Shares and capital reduction or purchases of Shares by the <strong>Company</strong> as well as<br />
investor perception. As a result of these or other factors, there can be no assurance that the public trading market<br />
price of the <strong>Company</strong>’s Shares will not decline below the Offer Price.<br />
30
Dual listing of the Shares will result in differences in liquidity, settlement and clearing systems, trading<br />
currencies and transaction costs between the WSE and the RSE, which may hinder the transferability of the<br />
Shares between the WSE and the RSE.<br />
The existing Shares are not listed on the regulated market. Applications will be made to list the Shares on the<br />
WSE and the RSE. Therefore, trading and liquidity of the Shares will be split between those two exchanges.<br />
Furthermore, the price of the Shares may fluctuate and may at any time be lower on the RSE than the price at<br />
which the shares are traded on the WSE and vice versa.<br />
Differences in settlement and clearing systems, trading currencies, transaction costs and other factors may hinder<br />
the transferability of Shares between the WSE and the RSE. This could adversely affect the trading of the Shares<br />
on these exchanges and increase their price volatility and/or adversely affect the price and liquidity of the shares<br />
on these exchanges.<br />
Furthermore, the Shares will be quoted and traded either in EUR or in LVL on the RSE and in PLN on the WSE.<br />
The Shares to be traded on the RSE will be settled and cleared through the LCD. The Shares to be traded on the<br />
WSE will be settled and cleared through the NDS. The transfer of the Shares between the RSE and the WSE will<br />
be effectuated through a direct settlement link established between the LCD and the NDS. Although the LCD<br />
and the NDS established the indicated link and the NDS and the LCD will settle transfers of shares between the<br />
NDS and the LCD, they will be under no obligation to perform or to continue to perform such procedures and<br />
such procedures may be discontinued at any time, which may limit the liquidity of the Shares and have a<br />
negative impact on the efficiency of the pricing mechanisms of the secondary market of the Shares.<br />
Tax treatment for non-Latvian investors in a Latvian company may vary.<br />
The <strong>Company</strong> is organised and existing under the laws of Latvia and, as such, the Latvian tax regime applies to<br />
the distribution of profit and other payments from the <strong>Company</strong> to its investors. The taxation of income from<br />
such payments as well as other income, for instance, from the sale of the Shares, may vary depending on the tax<br />
residence of particular investors as well as the existence and the provisions of double tax treaties between an<br />
investor’s country of residence and Latvia. Tax provisions applying to particular investors may be unfavourable<br />
and/or may change in the future in a way which has an adverse effect on the tax treatment of an investor’s<br />
holding of the Shares.<br />
The Issuer has no experience in complying with requirements for publicly-listed companies.<br />
A public company is subject to a number of obligations, mostly relating to the disclosure of relevant information<br />
for investors. The Issuer has never been subject to such obligations and may fail to fulfil such obligations. As a<br />
consequence, investors may not be provided with price-sensitive information on time, or at all, or the content of<br />
materials made public may be of unsatisfactory quality. In addition, in case of its non-compliance with relevant<br />
rules and regulations relating to a public company, the Issuer may be fined or have other sanctions imposed on it,<br />
which may have an adverse impact on the Issuer’s financial results, share price and demand for the Shares.<br />
31
EXCHANGE RATES<br />
The Consolidated Financial Statements, the Condensed Consolidated Interim Financial Statements and the Pro<br />
Forma Financial Information included in this Prospectus are presented in Latvian lats (“LVL”).<br />
The following table shows, for the periods provided, and unless indicated otherwise, certain information<br />
regarding the exchange rates between Latvian lat (“LVL”), euro (“EUR”), US dollar (“USD”) and Polish zloty<br />
(“PLN”).<br />
Average weighted rate for the year ended<br />
December 31, 2009<br />
LVL per EUR LVL per USD LVL per PLN<br />
0.702804 0.505310 0.162810<br />
Closing rate as of December 31, 2009 0.702804 0.489000 0.169000<br />
Average weighted rate for the year ended<br />
December 31, 2010<br />
0.702804 0.530426 0.176012<br />
Closing rate as of December 31, 2010 0.702804 0.535000 0.176000<br />
Average weighted rate for the year ended<br />
December 31, 2011<br />
0.702804 0.505474 0.171087<br />
Closing rate as of December 31, 2011 0.702804 0.544000 0.160000<br />
Average weighted rate for the 3 month period<br />
ended March 31, 2012<br />
0.702804 0.536277 0.166062<br />
Closing rate as of March 31, 2012 0.702804 0.528000 0.169000<br />
Source: National Bank of Latvia<br />
32
USE OF PROCEEDS<br />
The amount of the gross proceeds raised from issue of the New Shares depends on the number of the New<br />
Shares actually placed and the set Offer Price. The net proceeds depend on final costs and expenses associated<br />
with issue of the New Shares. The <strong>Company</strong> expects the net proceeds from the issue of the New Shares,<br />
provided that all of the New Shares are subscribed, paid and allotted, to be between LVL 10.5 million and LVL<br />
14.6 million. The final amount of proceeds may however change due to possible fluctuations in PLN/LVL ratio.<br />
The Issuer will receive the net proceeds from the issuance of the New Shares.<br />
The Issuer will publish information regarding the proceeds from the issue of the New Shares in the form and<br />
scope specified under applicable laws and regulations.<br />
The net proceeds from the issue of the New Shares will be used primarily for fulfilling of the Group’s business<br />
plan which envisages the following capital investments:<br />
<br />
<br />
<br />
Construction of the first mechanical-biological treatment (MBT) plant in Latvia which will be among the<br />
largest and the most modern in the Baltics and will ensure sorting of municipal waste generated in Riga<br />
and surrounding districts. This would allow the Group to increase sorting capacities from 11,400 tonnes<br />
per year as of the date of the Prospectus to approximately 88,500 tonnes per year (subject to quality of<br />
pre-sorted waste). The total estimated investment is LVL 8.3 million. The Issuer expects to construct the<br />
plant by the end of 2013.<br />
Launch of food grade PET pellet production at PET Baltija production site with capacity of around<br />
11,500 tonnes of new products that are used in the food industry (material used in production of food<br />
packaging). As a result the Group aims to develop production of crystallized PET pellets, which would<br />
use significant part of current PET Baltija output as raw material. This would allow PET Baltija to<br />
increase output capacities from 19,320 tonnes of products per year as of the date of the Prospectus to<br />
approximately 30,550 tonnes of products per year (subject to quality of pre-sorted waste). The total<br />
estimated investment would be LVL 4.1 million. The Group expects to finish the investment in the first<br />
half of 2013.<br />
Capacity expansion at Nordic Plast by installation of a second production line for production of<br />
polypropylene (“PP”) pellets with capacity of around 3,700 tonnes of products per year, thus doubling the<br />
current capacity. The total estimated investment would be LVL 2.2 million. The Group expects to finish<br />
the investment in the first half of 2013.<br />
Should the net proceeds from the issue of the New Shares fall below the total required amount to undertake the<br />
above capital investments additional financing may be covered by debt financing commitments from Nordea as<br />
well cash flows from operations.<br />
To the extent the net proceeds of the Offering of the New Shares are not invested as described above they will be<br />
used to modernize existing production facilities, support the Group’s working capital needs as well as to finance<br />
possible corporate acquisitions in the existing and new markets in line with the Group’s business strategy.<br />
Reasons for the Offering<br />
The Offering and the Admission are expected to provide a number of benefits to the <strong>Company</strong>, such as:<br />
<br />
<br />
<br />
Enabling the <strong>Company</strong> to raise funds with a view to implementing the Group’s business strategy and<br />
achieving its strategic goals;<br />
Providing the <strong>Company</strong>’s access to the capital markets and, improving opportunities for future growth,<br />
expansion and development of the Group’s business and, thus increasing shareholders value; and<br />
Strengthening the Group’s position as one of the leading waste management companies in the Baltics.<br />
33
DIVIDENDS AND DIVIDEND POLICY<br />
The Management Board intends that the <strong>Company</strong> will re-invest any net earnings to finance the development of<br />
its assets and, accordingly, it is not intended that the <strong>Company</strong> should pay any dividends in the medium term.<br />
The Issuer is under no continuous obligation to pay regular dividends to its shareholders. Any payment of<br />
dividends in the future will depend upon decisions of the General Meeting (at which the Principal Shareholders<br />
may represent a majority of voting rights). Payment of (future) dividends may be made only if mandatory<br />
provisions so allow, as required by law or by the Articles of Association and the respective articles of association<br />
of the Group Companies. Furthermore, for the decision to pay dividend the following factors (among others)<br />
should also be taken into account: future results of operations, cash flows, financial position, reinvestment needs,<br />
expansion plans, contractual restrictions and other factors the Management Board, Supervisory Board and/or the<br />
General Meeting deem relevant, which do not necessarily have to coincide with the short-term interests of all the<br />
Issuer’s shareholders.<br />
All Shares, including the Offer Shares, carry equal dividend rights.<br />
As a holding company the ability of the <strong>Company</strong> to pay dividends will principally depend upon dividends or<br />
interest paid to it by the Group Companies.<br />
For information related to dividend rights and dividend payments, please see “Description of the Shares and<br />
Corporate Rights and Obligations-Dividends and Other Distributions”.<br />
Dividends for the years ended 31 December 2011, 2010 and 2009 constituted approximately LVL 0.00,<br />
approximately LVL 0.00 and approximately LVL 1,000 respectively.<br />
34
CAPITALI<strong>SA</strong>TION AND INDEBTEDNESS<br />
The following tables set out the Group’s capitalisation and indebtedness on a consolidated basis as at 31 March<br />
2012. For the avoidance of doubt is should be noted that the following tables set out capitalisation and<br />
indebtedness of the Group as it is at the date of the Prospectus (i.e. of the <strong>Eco</strong> <strong>Baltia</strong> Group and not the Eko<br />
Baltija Group).<br />
This information should be read in conjunction with the section “Operating and Financial Review”, the<br />
Consolidated Financial Statements including accompanying notes, the Condensed Consolidated Interim<br />
Financial Statements including accompanying notes and the Pro Forma Financial Information including<br />
accompanying notes.<br />
As at 31 March 2012<br />
(LVL thousands)<br />
Total current debt:<br />
Secured/guaranteed (1) 3,963<br />
Unsecured/unguaranteed 0<br />
Total current debt 3,963<br />
Total non-current debt, net of current portion of long term<br />
debt:<br />
Secured/guaranteed (1) 14,276<br />
Unsecured/unguaranteed 0<br />
Total long-term liabilities 14,276<br />
Shareholders’ equity:<br />
Share capital 22,425<br />
Share premium 0<br />
Other reserves (including retained earnings) 721<br />
Total shareholders’ equity 23,146<br />
Minority interest 1,158<br />
Total capitalisation and indebtedness 42,543<br />
(1)<br />
Secured and guaranteed debt consists of bank loans and overdraft facilities which are secured by, among others: pledges over current and<br />
future assets of the Group Companies, and pledges over shares in the Group Companies. For more information please see: “Material<br />
Contracts – Financing Agreements – Agreements with Nordea Bank”.<br />
Source: The Group, based on the Pro Forma Financial Information and the Condensed Consolidated Interim Financial Statements<br />
35
Net indebtedness as at 31 March 2012<br />
As at 31 March 2012<br />
(LVL thousands)<br />
Cash 787<br />
Cash equivalents 0<br />
Trading securities 0<br />
Liquidity 787<br />
Current financial receivable<br />
Current bank debt 3,534<br />
Current portion of non current debt 0<br />
Other current financial debt - lease 429<br />
Current financial debt 3,963<br />
Net current financial indebtedness 3,176<br />
Non-current bank loans 13,126<br />
Bonds issued 0<br />
Other non-current financial debt 1,150<br />
Non-current financial indebtedness 14,276<br />
Subordinated loan 0<br />
Net Financial Indebtedness 17,452<br />
Source: The Group, based on Pro Forma Financial Information and the Condensed Consolidated Interim Financial Statements<br />
36
SELECTED HISTORICAL FINANCIAL INFORMATION<br />
The following tables set forth summary consolidated financial data on the Eko Baltija Group level and not the<br />
Group as it is at the date of the Prospectus level for the periods indicated, which have been extracted without<br />
material adjustments from the Consolidated Financial Statements and the Condensed Consolidated Interim<br />
Financial Statements.<br />
The information below should be read in conjunction with the Consolidated Financial Statements and the<br />
Condensed Consolidated Interim Financial Statements, including the notes thereto and included elsewhere in<br />
this Prospectus and with the information included in “Operating and Financial Review” section of the<br />
Prospectus.<br />
Consolidated Statement of Comprehensive Income<br />
For three months ended<br />
31 March For the year ended 31 December<br />
2012 2011 2011 2010 2009<br />
(LVL in thousands)<br />
Net sales 6,969 6,315 26,595 21,088 13,851<br />
Cost of sales (4,979) (4,320) (19,354) (15,079) (10,174)<br />
Gross profit 1,990 1,995 7,241 6,009 3,677<br />
Selling expenses (43) (67) (325) (484) (323)<br />
Administrative expenses (702) (699) (2,932) (2,629) (2,682)<br />
Other operating income 60 73 284 236 191<br />
Other operating expenses (99) (102) (287) (807) (1,007)<br />
Write-off of long-term financial investments - - - (19) -<br />
Interest income and similar income 32 7 70 18 55<br />
Interest expenses and similar expenses (82) (64) (324) (280) (257)<br />
Other taxes (2) (1) (5) (5) (6)<br />
Profit before corporate income tax 1,154 1,142 3,722 2,039 (352)<br />
Corporate income tax for the reporting year (119) (75) (211) (248) (103)<br />
Deferred income tax 17 12 (133) 3 (60)<br />
Current year profit/ (loss) and comprehensive<br />
income<br />
Attributable to:<br />
1,052 1,079 3,378 1,794 (515)<br />
Owners of the parent 974 962 3,203 1,539 (498)<br />
Non-controlling interests 78 117 175 (255) 17<br />
Source: Consolidated Financial Statements and Condensed Consolidated Interim Financial Statements<br />
37
Consolidated Statement of Financial Position<br />
As of 31 March<br />
As of 31 December<br />
2012 2011 2010 2009<br />
(LVL in thousands)<br />
ASSETS<br />
Non-current assets<br />
Goodwill 5,056 5,056 5,238 6,121<br />
Intangible assets 39 40 35 30<br />
Property, plant and equipment 5,611 5,662 5,839 6,640<br />
Investments in subsidiaries and associates 177 2 2 -<br />
Long-term loans and receivables - - 404 138<br />
Other financial assets 77 140 68 5<br />
Total non-current assets 10,960 10,900 11,586 12,934<br />
Current assets<br />
Inventories 898 1,459 1,057 693<br />
Trade and other receivables 2,241 1,626 1,731 1,502<br />
Loans to related companies 2,398 1,852 - -<br />
Other short-term receivables 1,521 1,546 1,874 1,399<br />
Corporate income tax 55 116 101 176<br />
Other short-term financial investments 116 1 159 82<br />
Cash and cash equivalents 787 966 859 813<br />
Total current assets 8,016 7,566 5,781 4,665<br />
Total assets 18,976 18,466 17,367 17,599<br />
Source: Consolidated Financial Statements and Condensed Consolidated Interim Financial Statements<br />
38
As of 31 March<br />
As of 31 December<br />
2012 2011 2010 2009<br />
(LVL in thousands)<br />
EQUITY AND LIABILITIES<br />
Capital and reserves<br />
Share capital 150 150 150 150<br />
Share premium 5,442 5,442 5,442 5,442<br />
Reorganization reserve (4,625) (4,625) - -<br />
Retained earnings /(losses) 5,046 4,072 591 (944)<br />
Equity attributed to the shareholders 6,013 5,039 6,183 4,648<br />
Non-controlling interests 1,158 1,080 1,806 1,550<br />
Total equity 7,171 6,119 7,989 6,198<br />
Non-current liabilities<br />
Interest bearing borrowings 5,363 5,556 736 2,689<br />
Finance lease liabilities 1,150 1,085 1,876 2,541<br />
Liabilities to related companies - - - 158<br />
Deferred tax liabilities 283 317 184 187<br />
Other liabilities - - - 183<br />
Other provisions - - 51 51<br />
Deferred income 180 182 180 300<br />
Total non-current liabilities 6,976 7,140 3,027 6,109<br />
Current liabilities<br />
Trade and other payables 980 999 880 816<br />
Interest bearing borrowings 2,096 2,392 3,124 1,979<br />
Finance lease liabilities 429 595 935 1,018<br />
Deferred income and customer prepayments 264 215 167 177<br />
Corporate income tax liabilities 12 43 113 20<br />
Tax liabilities 327 246 411 254<br />
Other liabilities 721 717 721 1,028<br />
Total current liabilities 4,829 5,207 6,351 5,292<br />
Total liabilities 11,805 12,347 9,378 11,401<br />
Total equity and liabilities 18,976 18,466 17,367 17,599<br />
Source: Consolidated Financial Statements and Condensed Consolidated Interim Financial Statements<br />
39
Consolidated Statement of Cash Flows<br />
For three months<br />
ended 31 March<br />
For the year ended 31<br />
December<br />
2012 2011 2011 2010 2009<br />
(LVL in thousands)<br />
Net cash from operating activities 1,541 1,678 4,989 2,694 936<br />
Net cash used in investing activities (910) (563) (7,764) (918) (42)<br />
Net cash used in financing activities (810) (1,011) 2,885 (1,730) (100)<br />
Profit or loss from currency fluctuations - - (3) - (3)<br />
Net increase in cash and cash equivalents (179) 104 107 46 791<br />
Source: Consolidated Financial Statements and Condensed Consolidated Interim Financial Statements<br />
40
OPERATING AND FINANCIAL REVIEW<br />
The following review of the operating and financial situation relates to historical financial conditions and<br />
results of operations of the Eko Baltija Group for the financial years ended on 31 December 2011, 2010, 2009<br />
respectively, and for the three months ended 31 March 2012 and 2011 respectively. Any reference in this<br />
section to the Group is reference to the Eko Baltija Group and not to the Group as it is at the date of the<br />
Prospectus. The “Operating and Financial Review” section was based on the Consolidated Financial<br />
Statements and the Condensed Consolidated Interim Financial Statements that are contained in the<br />
Prospectus and this section should be read in conjunction with the Consolidated Financial Statements and<br />
the Condensed Consolidated Interim Financial Statements. The “Operating and Financial Review” section<br />
does not present historical financial conditions and results of operations of the Group as it is at the date of the<br />
Prospectus. Therefore, the prospective investors shall read this section in conjunction with the “Capitalisation<br />
and Indebtedness” and “Pro Forma Financial Information” sections of the Prospectus.<br />
Certain information contained in the section set forth below includes forward-looking statements. Such forwardlooking<br />
statements are subject to risks, uncertainties and assumptions about the Group. In light of these risks,<br />
uncertainties and assumptions, the forward-looking events discussed in this Prospectus may not occur. Any<br />
statements regarding past trends or activities should not be taken as a representation that such trends or<br />
activities will continue in the future.<br />
Overview<br />
The Group is the largest vertically integrated multi-service waste management group in the Baltics in terms of<br />
turnover, consisting of companies that operate in four different waste management segments:<br />
(i)<br />
(ii)<br />
(iii)<br />
(iv)<br />
organisation of waste recovery, which accounted for revenue of LVL 4,237,000 (or 15.9% of the Group’s<br />
consolidated revenue) in the year ended 31 December 2011 and LVL 1,020,000 (or 14.6% of the Group’s<br />
consolidated revenue) in three months period ended 31 March 2012;<br />
waste collection, which accounted for revenue of LVL 5,820,000 (or 21.9% of the Group’s consolidated<br />
revenue) in the year ended 31 December 2011 and LVL 1,583,000 (or 22.7% of the Group’s consolidated<br />
revenue) in three months period ended 31 March 2012;<br />
recyclables sorting and trading, which accounted for revenue of LVL 2,040,000 (or 7.7% of the Group’s<br />
consolidated revenue) in the year ended 31 December 2011 and LVL 499,000 (or 7.2% of the Group’s<br />
consolidated revenue) in three months period ended 31 March 2012; and<br />
recycling, which accounted for revenue of LVL 14,498,000 (or 54.5% of the Group’s consolidated<br />
revenue) in the year ended 31 December 2011 and LVL 3,867,000 (or 55.5% of the Group’s consolidated<br />
revenue) in three months period ended 31 March 2012.<br />
In the three months period ended 31 March 2012 the Group had consolidated revenue of LVL 6,969,000 and net<br />
profit of LVL 1,052,000, as compared to consolidated revenue of LVL 6,315,000 and net profit of LVL<br />
1,079,000 in the three months period ended 31 March 2011. In the year ended 31 December 2011 the Group had<br />
consolidated revenue of LVL 26,595,000 and net profit of LVL 3,378,000, as compared to consolidated revenue<br />
of LVL 21,088,000 and net profit of LVL 1,794,000 in the year ended 31 December 2010. In the year ended 31<br />
December 2009 the Group had consolidated revenue of LVL 13,851,000 and net loss of LVL 515,000.<br />
Major Factors Affecting the Group’s Operations<br />
The Group’s performance and results of operations have been and continue to be affected by a number of factors,<br />
including, the Group’s operations, production volumes and prices of the Group’s services and products. See also<br />
“Risk Factors”.<br />
Macroeconomic trends in Latvia and the Baltics<br />
Due to the fact that the Group concentrates its business activities in Latvia and is also active in other Baltic<br />
countries, Lithuania and Estonia, its business operations depend on macroeconomic trends in Latvia and the<br />
41
Baltics. Basic data on the macroeconomic situation in Latvia and the Baltics are presented in section “Industry<br />
Overview”.<br />
In general, level of waste generation is connected with stage of economic growth and macroeconomic situation.<br />
Moreover, macroeconomic conditions have significant influence on the levels of disposable income of<br />
population and consumption. Level of consumption affects total volume of waste generated in Latvia and the<br />
Baltics, and therefore affects the Group’s businesses. However, it should be noted that these changes are slow<br />
and affect Group operations in the long term. Additionally, consumption is one of the key drivers of consumer<br />
goods industry, and therefore is influencing volume of packaging, electronic and electronic equipment and goods<br />
harmful to the environment, which are released into the environment by producers and importers. The volume of<br />
released packaging, electronic and electronic equipment and goods harmful to the environment by clients of the<br />
Group is a direct driver of the revenue of one of the Group Companies, LZP.<br />
Volume of waste under recovery<br />
The Group’s revenue is influenced by the volume of waste under recovery of LZP, the Group <strong>Company</strong> engaged<br />
in organisation of waste recovery.<br />
The table below presents data on packaging waste, WEEE and GHE (excluding oil filters) under recovery of<br />
LZP in periods indicated (in tonnes).<br />
For three months ended 31<br />
March<br />
For the year ended 31 December<br />
2012 2011 Change 2011 Change 2010 Change 2009<br />
tonnes tonnes % tonnes % tonnes % tonnes<br />
Packaging waste 28,747 27,399 4.9 122,055 (1.3) 123,685 11.1 111,346<br />
WEEE 673 654 2.9 3,323 (10.5) 3,711 (27.9) 5,149<br />
GHE* 1,822 1,594 14.3 7,249 8.8 6,664 75.1 3,806<br />
Total 31,242 29,647 5.4 132,627 (1.07) 134,060 11.44 120,301<br />
* excluding oil filters<br />
Source: The Group’s data<br />
Total volume of packaging waste under recovery of LZP was 28,747 and 27,399 tonnes as of three months ended<br />
31 March 2012 and 2011, respectively, representing an increase of 4.9%. The increase was due to continuous<br />
efforts to improve sales.<br />
Total volume of packaging waste under recovery of LZP was 122,055, 123,685 and 111,346 tonnes as of the<br />
years ended 31 December 2011, 2010 and 2009, respectively. In the year ended 31 December 2010 amount of<br />
packaging waste under recovery increased by 11.1% comparing with the year ended 31 December 2009. The<br />
increase was due to the recovery of Latvian economy from the financial crisis, which led to recovery of stock<br />
levels of products held by retailers, which are clients of LZP. In the year ended 31 December 2011 the Group<br />
observed decrease of packaging waste volume under recovery by 1.3% in comparison with the year ended 31<br />
December 2010. This was caused by stabilisation of internal consumption, i.e. volume of goods supplied by LZP<br />
clients to the local market matched the internal demand. The growth of export which is now one of the drivers of<br />
recovery of Latvian economy had a minor impact on the volume of packaging waste under recovery.<br />
Total volume of WEEE under recovery of LZP was 673 and 654 tonnes as of three months ended 31 March 2012<br />
and 2011, respectively, representing an increase of 2.9%. The increase is attributed to the fact that the Group<br />
continued to retain stable client base, which increased the volumes of WEEE under recovery, and attracted few<br />
new clients.<br />
Total volume of WEEE under recovery of LZP was 3,323, 3,711 and 5,149 tonnes as of the years ended 31<br />
December 2011, 2010 and 2009, respectively. In the year ended 31 December 2010 volume of WEEE under<br />
recovery decreased by 27.9% comparing with the year ended 31 December 2009. In the year ended 31 December<br />
2011 the Group observed further decrease of WEEE volume under recovery by 10.5% in comparison with the<br />
year ended 31 December 2010. The decrease during those periods was due to lose of market share, because of<br />
lower fees for recovery of WEEE offered by the Group’s competitors. The Group didn’t participate in price wars<br />
which led to decrease of fees on the WEEE recovery market.<br />
42
Total volume of GHE (excluding oil filters) under recovery of LZP was 1,822 and 1,594 tonnes as of three<br />
months ended 31 March 2012 and 2011, respectively, representing and increase of 14.3%. This significant<br />
increase was due to attracting new clients and retaining stable client base, which increased the volumes of GHE<br />
under recovery.<br />
Total volume of GHE (excluding oil filters) under recovery of LZP was 7,249, 6,664 and 3,806 tonnes as of the<br />
years ended 31 December 2011, 2010 and 2009, respectively. In the year ended 31 December 2010 volume of<br />
GHE (excluding oil filters) under recovery increased by 75.1% comparing with the year ended 31 December<br />
2009. The Group increased volume of GHE under recovery (excluding oil filters) by attracting new clients.<br />
Moreover, there was change in legislation regarding recovery of batteries and accounting system (i.e., before<br />
mid-2009 the batteries being part of electric and electronic equipment were accounted as part of this equipment,<br />
and starting from mid-2009 they became separate object of recovery). In the year ended 31 December 2011 the<br />
Group observed increase of GHE (excluding oil filters) volume under recovery by 8.8% in comparison with the<br />
year ended 31 December 2010. This was achieved by attracting new clients.<br />
Due to the factors mentioned above, the total volume of waste (excluding oil filters) under recovery of LZP was<br />
31,242 and 29,647 tonnes as of three months ended 31 March 2012 and 2011, respectively. In three months<br />
ended 31 March 2012 volume of waste (excluding oil filters) under recovery increased by 5.4% comparing with<br />
the three months ended 31 March 2011. Furthermore, the total volume of waste (excluding oil filters) under<br />
recovery of LZP was 132,627, 134,060 and 120,301 tonnes as of the years ended 31 December 2011, 2010 and<br />
2009, respectively. In the year ended 31 December 2010 volume of waste (excluding oil filters) under recovery<br />
increased by 11.44% comparing with the year ended 31 December 2009. In the year ended 31 December 2011<br />
the Group observed decrease of total volume of waste (excluding oil filters) under recovery by 1.07% in<br />
comparison with the year ended 31 December 2010.<br />
Volume of waste collected<br />
The Group’s operations and results are affected by the amount of waste collected by the Group Companies. First<br />
of all, revenue of the Group Companies operating in waste collection segment is, to some extent, linked with<br />
amount of waste collected. Second of all, increase in volume of waste collected allows the Group to enjoy<br />
economies of scale. Third of all, the Group Companies collecting waste are suppliers of raw materials to other<br />
Group Companies, namely Eko Reverss which is engaged in sorting and trading of recyclables, and indirectly<br />
(through intermediary of Eko Reverss) to the Group Companies engaged in recycling.<br />
The table below presents amounts of municipal waste collected by the Group Companies in periods indicated (in<br />
m 3 ).<br />
For three months ended 31<br />
March<br />
For the year ended 31 December<br />
2012 2011 Change 2011 Change 2010 Change 2009<br />
m 3 m 3 % m 3 % m 3 % m 3<br />
Eko Riga 89,453 68,346 30.9 330,930 41.4 234,058 54.7 151,284<br />
Eko Kurzeme 42,882 40,652 5.5 193,521 (0.2) 193,968 (3.1) 200,128<br />
Jurmala ATU 39,477 18,414 114.4 115,582 1.4 114,017 (12.6) 130,465<br />
Kurzemes Ainava 26,698 24,634 8.4 107,797 0.5 107,223 (11.0) 120,436<br />
Jumis 10,559 11,669 (9.5) 51,492 25.2 41,121 26.1 32,616<br />
Total 209,069 163,715 27.7 799,322 15.8 690,387 8.7 634,929<br />
Source: The Group’s data<br />
Total volume of waste collected by the Group was 209,069 and 163,715 m 3 as of three months ended 31 March<br />
2012 and 2011, respectively, representing an increase of 27.7%. This increase was mainly due to increase of<br />
volume of waste collected by Eko Riga (which was achieved by increase of sales, partially caused by hiring new<br />
employees) and Jurmalas ATU (the company started to serve the whole territory of Jurmala city and Babite).<br />
Total volume of waste collected by the Group was 799,322, 690,387 and 634,929 m 3 as of the years ended 31<br />
December 2011, 2010 and 2009, respectively. In the year ended 31 December 2010 waste collection volume<br />
increased by 8.7% comparing with the year ended 31 December 2009. In the year ended 31 December 2011 the<br />
43
Group observed further increase of waste collection volume by 15.8% in comparison with the year ended 31<br />
December 2010. The increase during those periods was achieved primarily due to increase of volume of waste<br />
collected by Eko Riga. This was achieved by the Group wining new tenders for waste collection in<br />
Sarkandaugava (part of Riga) and Carnikava (Riga’s region), which are executed by Eko Riga. Moreover, during<br />
the 2008 the Group has acquired 8 waste collection companies, which had been gradually consolidated into the<br />
activities of the Group by 2011. The integration included joint administration and sales activities, establishment<br />
of cooperation with other segments of the Group (organisation of waste recovery, sorting and trading, recycling),<br />
which has led to improvement of operational efficiency and as a consequence increase in volume of waste<br />
collected. Furthermore, the Group implemented efficient sales approach, by attracting new clients in the territory<br />
that had already been under the Group’s operations.<br />
Volume of recyclables traded<br />
The Group’s revenue is influenced by the volume of recyclables which the Group trades.<br />
The table below presents amounts of different types of recyclables sorted and traded by the Group in periods<br />
indicated (in tonnes).<br />
For three months ended 31<br />
March<br />
For the year ended 31 December<br />
2012 2011 Change 2011 Change 2010 Change 2009<br />
tonnes tonnes % tonnes % tonnes % tonnes<br />
Sorted recyclables 1,365 1,830 (25.4) 6,620 14.4 5,789 32.7 4,363<br />
Traded recyclables* 9,555 7,059 35.4 39,964 11.9 35,704 44.0 24,797<br />
* includes sorted recyclables<br />
Source: The Group’s data<br />
Total volume of recyclables traded by the Group was 9,530 and 8,889 tonnes as of three months ended 31 March<br />
2012 and 2011, respectively, representing an increase of 35.4%. This increase was mainly due to increasing sales<br />
of cardboard, which is in line with LZP orders for cardboard recovery. What refers to total volume of recyclables<br />
sorted by the Group, it was 1,365 and 1,830 tonnes as of three months ended 31 March 2012 and 2011,<br />
respectively, representing a decrease of 25.4%. This decrease was caused by technical maintenance work with<br />
sorting equipment done in winter period 2012.<br />
Total volume of recyclables traded by the Group was 39,964, 35,704 and 24,797 tonnes as of the years ended 31<br />
December 2011, 2010 and 2009, respectively. In the year ended 31 December 2010 volume of recyclables traded<br />
increased by 44.0% comparing with the year ended 31 December 2009. This was due to increase of orders from<br />
LZP, which switched from outsourcing of recyclables sorting and trading to intra-group orders. The other growth<br />
driver was increase of demand for cardboard and polymers. In the year ended 31 December 2011 the Group<br />
observed further increase of volume of recyclables traded by 11.9% in comparison with the year ended 31<br />
December 2010. The increase was due to increase of orders from LZP, which continued switch from outsourcing<br />
of recyclables sorting and trading to intra-group orders. The other growth driver was increase of demand for<br />
cardboard and polymers.<br />
Volume of recycling<br />
The Group’s results of operations are affected by the production levels of recycling segment, namely production<br />
output of PET Baltija and Nordic Plast.<br />
The table below sets forth information on sales volumes of PET Baltija in periods indicated.<br />
44
For three months ended 31<br />
March<br />
For the year ended 31 December<br />
2012 2011 Change 2011 Change 2010 Change 2009<br />
tonnes tonnes % tonnes % tonnes % tonnes<br />
PET flakes (clear) 3,853 3,445 11.9 12,870 24.7 10,321 131.1 4,466<br />
PET flakes (mix) 1,250 1,071 16.7 4,256 30.1 3,270 120.5 1,483<br />
Other 666 670 (0.7) 952 (51.7) 1,971 129.8 858<br />
Total 5,769 5,186 11.2 18,078 16.2 15,562 128.6 6,807<br />
Source: The Group’s data<br />
The table below sets forth information on sales volumes of Nordic Plast in periods indicated.<br />
For three months ended 31<br />
March<br />
For the year ended 31 December<br />
2012 2011 Change 2011 Change 2010 Change 2009<br />
tonnes tonnes % tonnes % tonnes % tonnes<br />
LDPE (natural) 366 659 (44.5) 2,061 (19.0) 2,546 3.5 2,459<br />
LDPE (mix) 180 194 (7.2) 735 (28.3) 1,025 (10.6) 1,147<br />
HDPE 328 61 437.7 922 1,781.6 49 - 0<br />
New products* 23 - - - - - - -<br />
Total 897 914 (1.9) 3,718 2.7 3,620 0.4 3,606<br />
* e.g., PP pellets<br />
Source: The Group’s data<br />
The Group’s sales volumes of recycled materials are driven by a number of factors, including capacity utilisation<br />
levels, suspensions of production, availability of raw materials and quality of raw materials (higher quality of<br />
raw materials means higher production efficiency). During the period under review, the Group’s recycling<br />
facilities operated as a non-stop production on 4 shifts (each 12 hours), including weekends, subject to<br />
undergoing routine maintenance and one major annual maintenance for approximately one week, typically in the<br />
second half of December. Combination of modern and well maintained equipment and high quality of recycled<br />
raw material allows PET Baltija and Nordic Plast using production capacities of its facilities with maximum<br />
efficiency.<br />
Sales volume of PET Baltija was 5,769 and 5,186 tonnes as of three months ended 31 March 2012 and 2011,<br />
respectively, representing an increase of 11.2%. This increase was primarily driven by improvement of<br />
production efficiency and growing demand for PET flakes.<br />
Sales volume of PET Baltija was 18,078, 15,562 and 6,807 tonnes as of the years ended 31 December 2011,<br />
2010 and 2009, respectively. In the year ended 31 December 2010 PET Baltija sales volume increased by<br />
128.6% comparing with the year ended 31 December 2009. In the year ended 31 December 2011 the Group<br />
observed further increase of PET Baltija sales volume by 16.2% in comparison with the year ended 31 December<br />
2010. This material increase during those periods was achieved due to modernization of production facilities and<br />
improvement of production technology, which resulted in decreasing of a percentage of contaminated product<br />
(which in general are cheaper than the general production of PET Baltija) to just 1.2% of the overall volume.<br />
Moreover, the Group introduced constant control of raw material quality, which corresponds to ISO standards.<br />
The Group also introduced training and motivation programs for production workers.<br />
Sales volume of Nordic Plast was 897 and 914 tonnes as of three months ended 31 March 2012 and 2011,<br />
respectively, representing a decrease of 1.9%, which was caused primarily by continuing of the Group’s strategy<br />
to shift production targets to products with higher profit margin (i.e. from LDPE to HDPE pellets). In addition<br />
Nordic Plast started pilot production runs for new types of products (e.g., PP pellets) in order to decide whether<br />
to acquire new production equipment.<br />
Sales volume of Nordic Plast was 3,718, 3,620 and 3,606 tonnes as of the years ended 31 December 2011, 2010<br />
and 2009, respectively. In the year ended 31 December 2010 Nordic Plast sales volume increased by 0.4%<br />
45
comparing with the year ended 31 December 2009. In the year ended 31 December 2011 the Group observed an<br />
increase of Nordic Plast sales volume by 2.7% in comparison with the year ended 31 December 2010. During<br />
those periods the Group kept the general level of production output of PE pellets on the stable level, but switch<br />
the production aims. The aim was to increase the proportion of higher value added products, but switching from<br />
production of mix LDPE to natural LDPE and later to HDPE (when the recycling of PET bottle corks and labels<br />
into HDPE pellets was launched).<br />
Prices for recycling products and costs of raw materials<br />
In accordance with common practices in the recycling business both PET Baltija and Nordic Plast cooperates<br />
with their clients on the basis of separate orders without signing any long-term agreements.<br />
The prices for PET flakes and PE pellets are variable. Prices of PET flakes are variable depending on, inter alia,<br />
crude oil and cotton prices and virgin PET prices. Prices of PE pellets are linked with, among other, the price of<br />
primary PE and, to some extent, with crude oil prices. All of above mentioned factors are outside the Group’s<br />
control. Moreover, due to growing environmental concerns globally, many companies have been increasing their<br />
usage of raw materials which are product of recycling. The companies want to be seen as socially responsible<br />
and green and this trend influences demand for products of the Group Companies engaged in recycling activities.<br />
PET and PE raw materials are the biggest cost items of the Group Companies operating in the recycling<br />
business. Therefore, fluctuations in costs of raw materials may influence cost levels in both PET Baltija and<br />
Nordic Plast. Although, it should be noted that as of the date of the Prospectus the Group Companies engaged in<br />
recycling business purchase raw materials on order basis, without having long term agreement with fixed prices<br />
and amounts. It allows flexibility in adjusting prices of final products to reflect the costs of raw materials.<br />
The chart below outlines prices for virgin PET and disposable PET bottle prices in period of July 2009 – March<br />
2012 (in EUR per tonne).<br />
2000<br />
1500<br />
1000<br />
500<br />
0<br />
Jul-09<br />
Aug-09<br />
Sep-09<br />
Oct-09<br />
Nov-09<br />
Dec-09<br />
Jan-10<br />
Feb-10<br />
Mar-10<br />
Apr-10<br />
May-10<br />
Jun-10<br />
Jul-10<br />
Aug-10<br />
Sep-10<br />
Oct-10<br />
Nov-10<br />
Dec-10<br />
Jan-11<br />
Feb-11<br />
Mar-11<br />
Apr-11<br />
May-11<br />
Jun-11<br />
Jul-11<br />
Aug-11<br />
Sep-11<br />
Oct-11<br />
Nov-11<br />
Dec-11<br />
Jan-12<br />
Feb-12<br />
Mar-12<br />
Disposable PET bottle price, EUR/ton<br />
Virgin PET price, EUR/ton<br />
Source: EUWID - Europäischer Wirtschaftsdienst GmbH<br />
Market average monthly virgin PET price is used as a proxy to show the movement of PET flakes price, which is<br />
the end product of PET Baltija. In period from July 2009 till March 2012 the average monthly price of virgin<br />
PET increased by EUR 560 per tonne, or 52%, from EUR 1,080 to EUR 1,640 per tonne.<br />
Market average disposable PET bottle price shows the raw material price movement. In period from July 2009<br />
till March 2012 the average monthly price of disposable PET bottles increased by EUR 292 per tonne, or 141%,<br />
from EUR 208 EUR to EUR 500 per tonne.<br />
The chart below outlines prices for LDPE pellets and disposable LDPE film in the period of January 2009 –<br />
March 2012 (in EUR per tonne).<br />
46
1500<br />
1000<br />
500<br />
0<br />
Jan-09<br />
Feb-09<br />
Mar-09<br />
Apr-09<br />
May-09<br />
Jun-09<br />
Jul-09<br />
Aug-09<br />
Sep-09<br />
Oct-09<br />
Nov-09<br />
Dec-09<br />
Jan-10<br />
Feb-10<br />
Mar-10<br />
Apr-10<br />
May-10<br />
Jun-10<br />
Jul-10<br />
Aug-10<br />
Sep-10<br />
Oct-10<br />
Nov-10<br />
Dec-10<br />
Jan-11<br />
Feb-11<br />
Mar-11<br />
Apr-11<br />
May-11<br />
Jun-11<br />
Jul-11<br />
Aug-11<br />
Sep-11<br />
Oct-11<br />
Nov-11<br />
Dec-11<br />
Jan-12<br />
Feb-12<br />
Mar-12<br />
Disposable LDPE film price, EUR/ton<br />
LDPE pellet price, EUR/ton<br />
Source: New Media Publisher GmbH (www.plasticker.de)<br />
Market average monthly LDPE pellet price is used as a proxy to show dynamics in the sales price of Nordic<br />
Plast output. In period from January 2009 till March 2012 the average monthly price of LDPE pellets increased<br />
by EUR 330 per tonne, or 57%, from EUR 580 to EUR 910 per tonne.<br />
Market average price of disposable LDPE film shows the raw material price movement. In period from January<br />
2009 till March 2012 the average monthly price of disposable LDPE film increased by EUR 30 per tonne, or<br />
13%, from EUR 230 to EUR 260 per tonne.<br />
The chart below outlines prices for HDPE pellets and disposable HDPE regrind in the period of January 2009 –<br />
March 2012 (in EUR per tonne).<br />
1500<br />
1000<br />
500<br />
0<br />
Jan-09<br />
Feb-09<br />
Mar-09<br />
Apr-09<br />
May-09<br />
Jun-09<br />
Jul-09<br />
Aug-09<br />
Sep-09<br />
Oct-09<br />
Nov-09<br />
Dec-09<br />
Jan-10<br />
Feb-10<br />
Mar-10<br />
Apr-10<br />
May-10<br />
Jun-10<br />
Jul-10<br />
Aug-10<br />
Sep-10<br />
Oct-10<br />
Nov-10<br />
Dec-10<br />
Jan-11<br />
Feb-11<br />
Mar-11<br />
Apr-11<br />
May-11<br />
Jun-11<br />
Jul-11<br />
Aug-11<br />
Sep-11<br />
Oct-11<br />
Nov-11<br />
Dec-11<br />
Jan-12<br />
Feb-12<br />
Mar-12<br />
Disposable HDPE regrind price, EUR/ton<br />
HDPE pellet price, EUR/ton<br />
Source: New Media Publisher GmbH (www.plasticker.de)<br />
Market average monthly price for HDPE pellet is used as a proxy to show dynamics in the sales price of Nordic<br />
Plast output. In period from January 2009 till March 2012 the average monthly price of HDPE pellets increased<br />
by EUR 330 per tonne, or 55%, from EUR 600 EUR to 930 per tonne.<br />
Market average disposable HDPE regrind price can be used as proxy for raw material price movement, as<br />
regrind material is already a semi-finished good for Nordic Plast. In period from January 2009 till March 2012<br />
the average monthly price of disposable HDPE regrind increased by EUR 140 per tonne, or 29%, from EUR 490<br />
to EUR 630 per tonne.<br />
47
Results of Operations for three months ended 31 March 2012 compared to three months ended 31 March<br />
2011<br />
The following table sets forth the Group’s results of operations for three months ended 31 March 2012 and 2011<br />
derived from the Condensed Consolidated Interim Financial Statements.<br />
For three months ended 31 March<br />
2012 2011 Change<br />
(LVL in thousands) (%)<br />
Net sales 6,969 6,315 10.4<br />
Cost of sales (4,979) (4,320) 15.6<br />
Gross profit 1,990 1,995 (0.3)<br />
Gross profit margin 28.6% 31.6% -<br />
Selling expenses (43) (67) (35.8)<br />
Administrative expenses (702) (699) (0.4)<br />
Other operating income 60 73 (17.8)<br />
Other operating expenses (99) (102) (2.9)<br />
Operating profit 1,206 1,200 0.5<br />
Operating profit margin 17.3% 19.0% -<br />
Write-off of long-term financial investments - - -<br />
Interest income and similar income 32 7 357.1<br />
Interest expenses and similar expenses (82) (64) 28.1<br />
Other taxes (2) (1) 100.0<br />
Profit before corporate income tax 1,154 1,142 1.1<br />
Corporate income tax for the reporting year (119) (75) 58.7<br />
Deferred income tax 17 12 41.7<br />
Current period’s profit 1,052 1,079 (2.5)<br />
Net profit margin 15.1% 17.1% -<br />
Source: Condensed Consolidated Interim Financial Statements<br />
Revenue<br />
The following table sets forth the breakdown of the Group’s net sales by business segment for three months<br />
ended 31 March 2012 and 2011.<br />
(LVL in<br />
thousands)<br />
For three months ended 31 March<br />
2012 2011 Change<br />
(As a % of total<br />
revenue)<br />
(LVL in<br />
thousands)<br />
(As a % of<br />
total revenue)<br />
Revenue from recycling 3,867 55.5 3,473 55.0 11.3<br />
Revenue from waste collection 1,583 22.7 1,488 23.6 6.4<br />
Revenue from organisation of waste<br />
recovery<br />
Revenue from recyclables sorting and<br />
trading<br />
1,020 14.6 945 15.0 7.9<br />
(%)<br />
499 7.2 409 6.5 22.0<br />
Other - - - - -<br />
Total Revenue from core services 6,969 100.0 6,315 100.0 10.4%<br />
Source: Condensed Consolidated Interim Financial Statements<br />
48
The Group’s total net sales increased by 10.4% to LVL 6,969,000 for three months ended 31 March 2012 from<br />
LVL 6,315,000 for three months ended 31 March 2011. The increase in net sales in three months ended 31<br />
March 2012 was primarily driven by increase of net sales from recycling and recyclables sorting and trading<br />
segments.<br />
Summary of revenue from each segment is presented below. It should be underlined that as a result of<br />
consolidation the revenue of each business segment is adjusted by intra-group transactions. For more details<br />
please see Note 1 to the Condensed Consolidated Interim Financial Statements.<br />
Revenue from recycling<br />
The Group’s revenue from recycling segment was LVL 3,867,000 for three months ended 31 March 2012, as<br />
compared to LVL 3,473,000 for three months ended 31 March 2011, representing an increase of 11.3%. The<br />
increase was in line with the increase in sales volume.<br />
Revenue from waste collection<br />
The Group’s revenue from waste collection segment was LVL 1,583,000 for three months ended 31 March 2012,<br />
as compared to LVL 1,488,000 for three months ended 31 March 2011, representing an increase of 6.4%, mainly<br />
due to increase of the volume, which was partially offset by decrease of prices (which were lowered in order to<br />
increase market share).<br />
Revenue from organisation of waste recovery<br />
The Group’s revenue generated from organisation of waste recovery segment was LVL 1,020,000 for three<br />
months ended 31 March 2012, as compared to LVL 945,000 for three months ended 31 March 2011. The<br />
revenue from this segment increased by 7.9%, due to increase of the volume of waste under recovery and<br />
increase of average price for waste recovery services.<br />
Revenue from recyclables sorting and trading<br />
The Group’s revenue from recyclables sorting and trading segment was LVL 499,000 for three months ended 31<br />
March 2012, as compared to LVL 409,000 for three months ended 31 March 2011, representing an increase of<br />
22.0%, mainly due to increase of sales of cardboard and glass to external customers.<br />
Revenue by geographical location<br />
The following table sets forth the breakdown of the Group’s revenue by geographical location for three months<br />
ended 31 March 2012 and 2011.<br />
(LVL in<br />
thousands)<br />
For three months ended 31 March<br />
2012 2011 Change<br />
(As a % of<br />
total revenue)<br />
(LVL in<br />
thousands)<br />
(As a % of<br />
total<br />
revenue)<br />
Latvia 2,662 38.2 2,507 39.7 6.2<br />
European Union (EU) 3,866 55.5 3,753 59.4 3.0<br />
Non-EU countries 441 6.3 55 0.9 701.8<br />
Total Revenue 6,969 100.0 6,315 100.0 10.4<br />
Source: Condensed Consolidated Interim Financial Statements<br />
In three months period ended 31 March 2012 net sales from export totalled LVL 4,307,000 meaning that export<br />
accounted for 61.8% of the total net sales of the Group. In three months period ended 31 March 2011 net sales<br />
from export amounted to LVL 3,808,000 or 60.3% of the total net sales of the Group. The total net sales from<br />
export increased by 13.1% in three months period ended 31 March 2012 in comparison with the three months<br />
period ended 31 March 2011. This was mainly due to increase of sales of Eko Reverss to non-EU countries<br />
(increase in sales of cardboard to customers in Asia), increase of sales of PET Baltija to EU countries, which was<br />
partially offset by decrease of sales of Eko Reverss to EU countries.<br />
(%)<br />
49
Cost of sales<br />
The table below sets forth the principal components of the Group’s cost of sales for three months ended 31<br />
March 2012 and 2011.<br />
For three months ended 31 March<br />
2012 2011 Change<br />
(LVL in thousands) (%)<br />
Raw materials and other material costs (2,711) (2,339) 15.9<br />
Transportation expenses (442) (396) 11.6<br />
Municipal waste landfilling and disposal of sewage water (404) (306) 32.0<br />
Salaries and wages (431) (404) 6.7<br />
Depreciation and amortization (302) (273) 10.6<br />
Outsourcing (191) (164) 16.5<br />
Rent of production premises and related costs (141) (142) (0.7)<br />
Professional services (189) (91) 107.7<br />
Social security taxes (102) (96) 6.3<br />
Natural resources tax (1) (1) 0.0<br />
Other production costs (65) (108) (39.8)<br />
Total (4,979) (4,320) 15.3<br />
Source: Condensed Consolidated Interim Financial Statements<br />
The Group’s cost of sales was LVL 4,979,000 for three months ended 31 March 2012 (71.4% of revenue), as<br />
compared to LVL 4,320,000 (68.4% of revenue) for three months ended 31 March 2011, representing an<br />
increase of 15.3%. The increase was primarily due to increase of total sales volume, as well as increase of costs<br />
of raw materials and costs of landfilling of municipal waste.<br />
Raw materials and other material costs were LVL 2,711,000 for three months ended 31 March 2012, as<br />
compared to LVL 2,339,000 for three months ended 31 March 2011, representing an increase of 15.9%. The<br />
increase was primarily due to increase of sales volume and increase of prices of raw materials.<br />
Transportation expenses amounted to LVL 442,000 for three months ended 31 March 2012, as compared to LVL<br />
396,000 for three months ended 31 March 2011, representing an increase of 11.6%. The increase was mainly due<br />
to increase in volume of waste collected of 27.7%, as well as increase of fuel costs.<br />
Costs of municipal waste landfilling and disposal of sewage water were LVL 404,000 for three months ended 31<br />
March 2012, as compared to LVL 306,000 for three months ended 31 March 2011, representing an increase of<br />
32.0%. The increase was primarily due to increase in volume of waste collected of 27.7% and increase of the<br />
NRT by LVL 2, which resulted in increase of landfilling cost per tonne by approximately 10% to 15%<br />
(depending on region).<br />
Salaries and wages amounted to LVL 431,000 for three months ended 31 March 2012, as compared to LVL<br />
404,000 for three months ended 31 March 2011, representing an increase of 6.7%. The increase was primarily<br />
due to employing additional employees in Eko Riga to increase sales.<br />
Costs of depreciation of fixed assets and amortization of intangible investments were LVL 302,000 for three<br />
months ended 31 March 2012, as compared to LVL 273,000 for three months ended 31 March 2011,<br />
representing an increase of 10.6%. The increase was primarily due to amortization of new equipment in Nordic<br />
Plast and amortization of containers in waste collection segment.<br />
Outsourcing costs were LVL 191,000 for three months ended 31 March 2012, as compared to LVL 164,000 for<br />
three months ended 31 March 2011, representing an increase of 16.5%. The increase was primarily due to<br />
increase in sales of construction and demolition waste and consequent increase of costs of delivery of the<br />
collected material to recycling, which is carried out by third parties.<br />
Costs of rent of production premises and other related costs were LVL 141,000 for three months ended 31 March<br />
2012, as compared to LVL 142,000 for three months ended 31 March 2011, representing a decrease of 0.7%.<br />
50
Costs of professional services were LVL 189,000 for three months ended 31 March 2012, as compared to LVL<br />
91,000 for three months ended 31 March 2011, representing an increase of 107.7%. The increase was primarily<br />
due to inclusion of costs of services related to the Offering, which amounted to approximately LVL 86,000.<br />
Social insurance costs were LVL 102,000 for three months ended 31 March 2012, as compared to LVL 96,000<br />
for three months ended 31 March 2011, representing an increase of 6.3%.<br />
Other expenses amounted to LVL 65,000 for three months ended 31 March 2012, as compared to LVL 108,000<br />
for three months ended 31 March 2011, representing a decrease of 39.8%.<br />
Costs of sales by the business segments<br />
The following table sets forth the breakdown of the Group’s costs of sales by business segment for three months<br />
ended 31 March 2012 and 2011.<br />
For three months ended 31 March<br />
2012 2011 Change<br />
(LVL in thousands) (%)<br />
Recycling (2,821) (2,531) 11.5<br />
Waste collection (1,125) (1,080) 4.2<br />
Organisation of waste recovery (697) (663) 5.1<br />
Recyclables sorting and trading (664) (660) 0.6<br />
Other expenses (151) (47) 221.3<br />
Consolidation adjustments and eliminations 779 938 (17.0)<br />
Total* (4,679) (4,043) 15.7<br />
* In segment report cost of sales are showed before depreciation and amortisation<br />
Source: Condensed Consolidated Interim Financial Statements<br />
The Group’s cost of sales in the recycling segment was LVL 2,821,000 for three months ended 31 March 2012,<br />
as compared to LVL 2,531,000 for three months ended 31 March 2011, representing an increase of 11.5%. The<br />
increase was primarily due to increase in sales volume.<br />
The Group’s cost of sales in the waste collection segment was LVL 1,125,000 for three months ended 31 March<br />
2012, as compared to LVL 1,080,000 for three months ended 31 March 2011, representing an increase of 4.2%.<br />
The increase was primarily due to increase in volume of waste collected.<br />
The Group’s cost of sales in the organisation of waste recovery segment was LVL 697,000 for three months<br />
ended 31 March 2012, as compared to LVL 663,000 for three months ended 31 March 2011, representing an<br />
increase of 5.1%. The increase was primarily due to increase in sales volume.<br />
The Group’s cost of sales in the recyclables sorting and trading segment was LVL 664,000 for three months<br />
ended 31 March 2012, as compared to LVL 660,000 for three months ended 31 March 2011, representing an<br />
increase of 0.6%.<br />
Cost of sales from other activities was LVL 151,000 for three months ended 31 March 2012, as compared to<br />
LVL 47,000 for three months ended 31 March 2012, representing an increase of 221.3%. The increase was due<br />
to inclusion of costs of services related to the Offering, which amounted to approximately LVL 86,000.<br />
Gross profit<br />
The Group’s consolidated gross profit was LVL 1,990,000 for three months ended 31 March 2012, as compared<br />
to LVL 1,995,000 for three months ended 31 March 2011, representing a decrease of 0.3%. The gross profit<br />
margin for three months ended 31 March 2012 was 28.6%, as compared to 31.6% for three months ended 31<br />
March 2011.<br />
51
The decrease in gross profit for three months ended 31 March 2012 in comparison with three months ended 31<br />
March 2011 was mainly caused by decrease of gross profit in recyclables sorting and trading segment.<br />
The Group’s gross profit, if adjusted with costs relating to the Offering (which amounted to approximately LVL<br />
86,000 for three months ended 31 March 2012) was LVL 2,076,000 for three months ended 31 March 2012.<br />
Gross profit margin (adjusted with costs relating to the Offering) was 29.8% for three months ended 31 March<br />
2012.<br />
Gross profit by segment<br />
The following table sets forth the breakdown of the Group’s gross profit by business segment for three months<br />
ended 31 March 2012 and 2011.<br />
For three months ended 31 March<br />
2012 2011 Change<br />
(LVL in thousands) (%)<br />
Recycling 1,302 1,205 8.0<br />
Waste collection 668 651 2.6<br />
Organisation of waste recovery 324 282 14.9<br />
Recyclables sorting and trading 146 189 (22.8)<br />
Other 262 188 39.4<br />
Consolidation adjustments and eliminations (412) (243) 69.5<br />
Total* 2,290 2,272 0.8<br />
* In segment report gross profit is showed before depreciation and amortisation<br />
Source: Condensed Consolidated Interim Financial Statements<br />
Taking into consideration that gross profit by segment is presented excluding depreciation and amortization,<br />
changes in gross profit for waste collection and recycling could be considered as relatively immaterial.<br />
The gross profit in recycling segment increased by 8.0% to LVL 1,302,000 for three months ended 31 March<br />
2012 from LVL 1,205,000 for three months ended 31 March 2011. The increase in gross profit was due to<br />
increase in sales volume, which was partially offset by increase of prices of raw materials.<br />
The gross profit in waste collection segment increased by 2.6% to LVL 668,000 for three months ended 31<br />
March 2012 from LVL 651,000 for three months ended 31 March 2011. The increase in gross profit was due to<br />
increase in sales volume, which was partially offset by increase of costs of transportation and landfilling.<br />
The gross profit in organisation of waste recovery segment increased by 14.9% to LVL 324,000 for three months<br />
ended 31 March 2012 from LVL 282,000 three months ended 31 March 2011. The increase in gross profit was<br />
due to increase of sales volume.<br />
The gross profit in recyclables sorting and trading segment decreased by 22.8% to LVL 146,000 for three<br />
months ended 31 March 2012 from LVL 189,000 for three months ended 31 March 2011. The decrease in gross<br />
profit was due to shift to sorting and trading of less profitable recyclables.<br />
Selling expenses<br />
The Group’s selling expenses were LVL 43,000 (0.6% of revenue) for three months ended 31 March 2012, as<br />
compared to LVL 67,000 (1.1% of revenue) for three months ended 31 March 2011, representing a decrease of<br />
35.8%.<br />
The following table sets forth the elements of the Group’s selling expenses for three months ended 31 March<br />
2012 and 2011.<br />
52
For three months ended 31 March<br />
2012 2011 Change<br />
(LVL in thousands) (%)<br />
Salaries and wages (4) (5) (20.0)<br />
Social security taxes (1) (1) 0.0<br />
Marketing expenses (1) (1) 0.0<br />
Transportation expenses - (13) (100.0)<br />
Other expenses (37) (47) (21.3)<br />
Total (43) (67) (35.8)<br />
Source: Condensed Consolidated Interim Financial Statements<br />
The decrease in selling expenses in three months ended 31 March 2012 was primarily due to the decrease in<br />
transportation expenses and other expenses.<br />
Administrative expenses<br />
The Group’s administrative expenses were LVL 702,000 (10.1% of revenue) for three months ended 31 March<br />
2012, as compared to LVL 699,000 (11.1% of revenue) for three months ended 31 March 2011, representing an<br />
increase of 0.4%.<br />
The following table sets forth the elements of the Group’s administrative expenses for three months ended 31<br />
March 2012 and 2011.<br />
For three months ended 31 March<br />
2012 2011 Change<br />
(LVL in thousands) (%)<br />
Salaries and wages (339) (229) 48.0<br />
Consultations of business development and organization (96) (216) (55.6)<br />
Social security taxes (82) (67) 22.4<br />
Transportation expenses (22) (26) (15.4)<br />
Communications expenses (14) (13) 7.7<br />
Auditing fees - - -<br />
Rent of premises and related costs (23) (17) 35.3<br />
Office expenses (8) (9) (11.1)<br />
Depreciation and amortization (50) (67) (25.4)<br />
Legal services (6) (8) (25.0)<br />
Business trips expenses (10) (6) 66.7<br />
Representation expenses (9) (4) 125.0<br />
Other administrative expenses (43) (37) 16.2<br />
Total (702) (699) 0.4<br />
Source: Condensed Consolidated Interim Financial Statements<br />
Administrative expenses for three months ended 31 March 2012 remained on relatively similar level as for three<br />
months ended 31 March 2011. During the period under review the Group observed increase in costs of, among<br />
others: salaries and wages, social security taxes, as well as rent of premises and related costs. The increase was<br />
offset by decrease in costs of, among others: consultations of business development and organization, as well as<br />
depreciation and amortization.<br />
53
Other operating income<br />
The Group’s other operating income was LVL 60,000 for three months ended 31 March 2012, as compared to<br />
LVL 73,000 for three months ended 31 March 2011, representing a decrease of 17.8%.<br />
Other operating expenses<br />
The Group’s other operating expenses were LVL 99,000 for three months ended 31 March 2012, as compared to<br />
LVL 102,000 for three months ended 31 March 2011, representing a decrease of 2.9%. The decrease in other<br />
operating expenses was primarily due to decrease of expenses related to implementation of EU education<br />
project, which was partially offset by increase in other expenses.<br />
Operating profit<br />
The Group’s operating profit was LVL 1,206,000 for three months ended 31 March 2012, as compared to LVL<br />
1,200,000 for three months ended 31 March 2011, representing an increase of 0.5%.<br />
The operating profit margin for three months ended 31 March 2012 was 17.3%, as compared to 19.0% for the<br />
three months ended 31 March 2011.<br />
EBITDA<br />
The Group’s EBITDA was LVL 1,562,000 for three months ended 31 March 2012, as compared to LVL<br />
1,540,000 for three months ended 31 March 2011, representing an increase of 1.4%. EBITDA margin was 22.4%<br />
for three months ended 31 March 2012, as compared to 24.4% for three months ended 31 March 2011.<br />
The Group’s EBITDA, if adjusted with costs relating to the Offering (which amounted to approximately LVL<br />
86,000 for three months ended 31 March 2012), was LVL 1,648,000 for three months ended 31 March 2012.<br />
EBITDA margin (adjusted with costs relating to the Offering) was 23.7% for three months ended 31 March<br />
2012.<br />
Interest income/(expense) and similar income/(expenses)<br />
The Group’s net financial expenses for three months ended 31 March 2012 were LVL 50,000, as compared to<br />
LVL 57,000 for three months ended 31 March 2011, representing a decrease of 12.3%. The decrease in net<br />
financial expenses was primarily due to increase in interest and similar income, which was however offset by<br />
increase in interest and similar expenses. The Group’s interest and similar income was LVL 32,000 for three<br />
months ended 31 March 2012, as compared to LVL 7,000 for three months ended 31 March 2011, representing<br />
an increase of 357.1%. The Group’s interest and similar expenses were LVL 82,000 for three months ended 31<br />
March 2012, as compared to LVL 64,000 for three months ended 31 March 2011, representing an increase of<br />
28.1%.<br />
Profit before taxes<br />
The Group’s profit before taxes was LVL 1,154,000 for three months ended 31 March 2012, as compared to<br />
LVL 1,142,000 for three months ended 31 March 2011, representing an increase of 1.1%.<br />
Taxes<br />
The Group had corporate income tax expenses of LVL 119,000 for three months ended 31 March 2012, as<br />
compared to LVL 75,000 for three months ended 31 March 2011, representing an increase of 58.7%.<br />
The Group had deferred income tax income of LVL 17,000 for three months ended 31 March 2012, as compared<br />
with deferred income tax income of LVL 12,000 for three months ended 31 March 2011, representing an<br />
increase of 41.7%.<br />
Current period’s profit<br />
For the reasons discussed above, the Group’s profit for three months ended 31 March 2012 was LVL 1,052,000,<br />
as compared to LVL 1,079,000 for three months ended 31 March 2011, representing a decrease of 2.5%.<br />
54
The net profit margin for three months ended 31 March 2012 was 15.1%, as compared to 17.1% for three months<br />
ended 31 March 2011.<br />
The Group’s net profit, if adjusted with costs relating to the Offering (which amounted to approximately LVL<br />
86,000 for three months ended 31 March 2012) was LVL 1,138,000 for three months ended 31 March 2012. Net<br />
profit margin (adjusted with costs relating to the Offering) was 16.3% for three months ended 31 March 2012.<br />
Results of Operations for year ended 31 December 2011 compared to year ended 31 December 2010<br />
The following table sets forth the Group’s results of operations for the years ended 31 December 2011 and 2010<br />
derived from the Consolidated Financial Statements.<br />
For the year ended 31 December<br />
2011 2010 Change<br />
(LVL in thousands) (%)<br />
Net sales 26,595 21,088 26.1<br />
Cost of sales (19,354) (15,079) 28.4<br />
Gross profit 7,241 6,009 20.5<br />
Gross profit margin 27.2% 28.5% -<br />
Selling expenses (325) (484) (32.9)<br />
Administrative expenses (2,932) (2,629) 11.5<br />
Other operating income 284 236 20.3<br />
Other operating expenses (287) (807) (64.4)<br />
Operating profit 3,981 2,325 71.1<br />
Operating profit margin 15.0% 11.0% -<br />
Write-off of long-term financial investments - (19) -<br />
Interest income and similar income 70 18 288.9<br />
Interest expenses and similar expenses (324) (280) 15.7<br />
Other taxes (5) (5) 0.0<br />
Profit before corporate income tax 3,722 2,039 82.5<br />
Corporate income tax for the reporting year (211) (248) (14.9)<br />
Deferred income tax (133) 3 -<br />
Current year’s profit 3,378 1,794 88.3<br />
Net profit margin 12.7% 8.5% -<br />
Source: Consolidated Financial Statements<br />
Revenue<br />
The following table sets forth the breakdown of the Group’s net sales by business segment for years ended 31<br />
December 2011 and 2010.<br />
55
(LVL in<br />
thousands)<br />
For the year ended 31 December<br />
2011 2010 Change<br />
(As a % of total<br />
revenue)<br />
(LVL in<br />
thousands)<br />
(As a % of<br />
total revenue)<br />
Revenue from recycling 14,498 54.5 9,663 45.8 50.0<br />
Revenue from waste collection 5,820 21.9 5,568 26.4 4.5<br />
Revenue from organisation of waste<br />
recovery<br />
Revenue from recyclables sorting and<br />
trading<br />
4,237 15.9 4,249 20.1 (0.3)<br />
2,040 7.7 1,582 7.5 29.0<br />
Other 0.0 0.0 26 0.1 (100.0)<br />
Total Revenue from core services 26,595 100.0 21,088 100.0 26.1<br />
Source: Consolidated Financial Statements<br />
The Group’s total net sales increased by 26.1% to LVL 26,595,000 for the year ended 31 December 2011 from<br />
LVL 21,088,000 for the year ended 31 December 2010. The increase in net sales in the year ended 31 December<br />
2011 was primarily driven by increase of net sales from recycling and recyclables sorting and trading segments.<br />
Summary of revenue from each segment is presented below. It should be underlined that as a result of<br />
consolidation the revenue of each business segment is adjusted by intra-group transactions. For more details<br />
please see Note 1 to the Consolidated Financial Statements.<br />
Revenue from recycling<br />
The Group’s revenue from recycling segment was LVL 14,498,000 for the year ended 31 December 2011, as<br />
compared to LVL 9,663,000 for the year ended 31 December 2010, representing an increase of 50.0%. The<br />
increase was primarily due to increase of production, and as a consequence, sales volume of PET flakes by<br />
16.2%, as well as increase of PET flakes prices.<br />
Revenue from waste collection<br />
The Group’s revenue from waste collection segment was LVL 5,820,000 for the year ended 31 December 2011,<br />
as compared to LVL 5,568,000 for the year ended 31 December 2010, representing an increase of 4.5%, mainly<br />
due to increase of volume of waste collected by the Group of 15.8%. The increase in amount of waste collected<br />
allowed the Group to increase the revenues in this segment, despite the fact that in the year ended 31 December<br />
2011 the Group observed decrease of the average fee for waste collection in comparison with the year ended 31<br />
December 2010.<br />
Revenue from organisation of waste recovery<br />
The Group’s revenue generated from organisation of waste recovery segment was LVL 4,237,000 for the year<br />
ended 31 December 2011, as compared to LVL 4,249,000 for the year ended 31 December 2010. The revenue<br />
from this segment decreased by 0.3% due to decrease of total volume of waste (excluding oil filters) under<br />
recovery of 1.07%. Although, it should be noted that in the year ended 31 December 2011 the Group observed<br />
increase of the average fee for waste recovery in comparison with the year ended 31 December 2010.<br />
Revenue from recyclables sorting and trading<br />
The Group’s revenue from recyclables sorting and trading segment was LVL 2,040,000 for the year ended 31<br />
December 2011, as compared to LVL 1,582,000 for the year ended 31 December 2010, representing an increase<br />
of 28.95%, mainly due to increase of volume of recyclables traded by the Group of 11.9%. Moreover, the<br />
increase in revenue from recyclables sorting and trading segment was fuelled by the increase of average price of<br />
recyclables sold in the year ended 31 December 2011 in comparison with the year ended 31 December 2010.<br />
(%)<br />
56
Revenue by geographical location<br />
The following table sets forth the breakdown of the Group’s revenue by geographical location for years ended 31<br />
December 2011 and 2010.<br />
(LVL in<br />
thousands)<br />
For the year ended 31 December<br />
2011 2010 Change<br />
(As a % of<br />
total revenue)<br />
(LVL in<br />
thousands)<br />
(As a % of<br />
total<br />
revenue)<br />
Latvia 10,416 39.2 10,208 48.4 2.0<br />
European Union (EU) 15,989 60.1 10,610 50.3 50.7<br />
Non-EU countries 190 0.7 270 1.3 (29.6)<br />
Total Revenue 26,595 100.0 21,088 100.0 26.1<br />
Source: Consolidated Financial Statements<br />
(%)<br />
In the year ended 31 December 2011 net sales from export totalled LVL 16,179,000 meaning that export<br />
accounted for 60.8% of the total net sales of the Group. In the year ended 31 December 2010 net sales from<br />
export amounted to LVL 10,880,000 or 51.6% of the total net sales of the Group. The total net sales from export<br />
increased by 48.7% in the year ended 31 December 2011 in comparison with the year ended 31 December 2010.<br />
This was generally due to increase of net sales to the EU by 50.7%, from LVL 10,610,000 in the year ended 31<br />
December 2010 to LVL 15,989,000 in the year ended 31 December 2011. This increase was fuelled by increase<br />
of net sales in recycling segment, namely increase of sales of PET flakes (in 2011 the whole production output of<br />
PET flakes was exported to the EU), and increase of volume in recyclables sorting and trading.<br />
Cost of sales<br />
The table below sets forth the principal components of the Group’s cost of sales for the years ended 31<br />
December 2011 and 2010.<br />
For the year ended 31 December<br />
2011 2010 Change<br />
(LVL in thousands) (%)<br />
Raw materials and other material costs (9,541) (5,244) 81.9<br />
Transportation expenses (1,814) (1,505) 20.5<br />
Municipal waste landfilling and disposal of sewage water (1,562) (1,297) 20.4<br />
Salaries and wages (1,511) (1,668) (9.4)<br />
Depreciation and amortization (1,291) (1,365) (5.4)<br />
Outsourcing (1,064) (1,728) (38.4)<br />
Rent of production premises and related costs (875) (1,204) (27.3)<br />
Professional services (451) (532) (15.2)<br />
Social security taxes (358) (394) (9.1)<br />
Natural resources tax (3) - -<br />
Other production costs (884) (142) 522.5<br />
Total (19,354) (15,079) 28.4<br />
Source: Consolidated Financial Statements<br />
The Group’s cost of sales was LVL 19,354,000 for the year ended 31 December 2011 (73% of revenue), as<br />
compared to LVL 15,079,000 (72% of revenue) for the year ended 31 December 2010, representing an increase<br />
of 28.4%.<br />
Raw materials and other material costs were LVL 9,541,000 for the year ended 31 December 2011, as compared<br />
to LVL 5,244,000 for the year ended 31 December 2010, representing an increase of 81.9%. The increase was<br />
primarily due to increase of production volume in recycling segment and increase of volume of recyclables<br />
purchased, sorted and traded.<br />
57
Transportation expenses amounted to LVL 1,814,000 for the year ended 31 December 2011, as compared to<br />
LVL 1,505,000 for the year ended 31 December 2010, representing an increase of 20.5%. The increase was<br />
mainly attributed to expansion of collection business and subsequent growth in volumes of collected waste as<br />
well as increasing fuel costs.<br />
Costs of municipal waste landfilling and disposal of sewage water were LVL 1,562,000 for the year ended 31<br />
December 2011, as compared to LVL 1,297,000 for the year ended 31 December 2010, representing an increase<br />
of 20.5%. The increase was primarily due to increase in landfilling tariffs on the back of increased Natural<br />
Resource Tax, as well as due to growth in volume of waste collected.<br />
Salaries and wages amounted to LVL 1,511,000 for the year ended 31 December 2011, as compared to LVL<br />
1,668,000 for the year ended 31 December 2010, representing a decrease of 9.4%. The decrease was primarily<br />
due to optimization of remuneration system used in recycling segment which effectively resulted in increase<br />
productivity and decreased overtime hours.<br />
Costs of depreciation of fixed assets and amortization of intangible investments were LVL 1,291,000 for the year<br />
ended 31 December 2011, as compared to LVL 1,365,000 for the year ended 31 December 2010, representing a<br />
decrease of 5.4%. The decrease was primarily due to lower volume of capital investments carried out during<br />
2011.<br />
Outsourcing costs were LVL 1,064,000 for the year ended 31 December 2011, as compared to LVL 1,728,000<br />
for the year ended 31 December 2010, representing a decrease of 38.4%. The decrease was primarily due to<br />
reclassification of packaging and delivery expense in the amount of LVL 559,000 incurred by PET Baltija from<br />
outsourcing costs to raw materials and other material costs.<br />
Costs of rent of production premises and other related costs were LVL 875,000 for the year ended 31 December<br />
2011, as compared to LVL 1,204,000 for the year ended 31 December 2010, representing a decrease of 27.3%.<br />
The decrease was primarily due to reclassification of electricity costs in the amount of LVL 333,000 from cost of<br />
rent of production premises and other related costs to other production costs. If like-for-like costs are compared<br />
than increase in costs amounts to 0.3% in the year ended 31 December 2011 compared with the year ended 31<br />
December 2010.<br />
Costs of professional services were LVL 451,000 for the year ended 31 December 2011, as compared to LVL<br />
532,000 for the year ended 31 December 2010, representing a decrease of 15.2%. The decrease was primarily<br />
due to decrease of production equipment maintenance related costs in the recycling segment.<br />
Social insurance costs were LVL 358,000 for the year ended 31 December 2011, as compared to LVL 394,000<br />
for the year ended 31 December 2010, representing a decrease of 9.1%. The decrease was primarily due to<br />
optimization of remuneration system used in recycling segment which effectively resulted in increase<br />
productivity and decreased overtime hours.<br />
Other expenses, which primarily consisted of production process related costs, amounted to LVL 884,000 for the<br />
year ended 31 December 2011, as compared to LVL 142,000 for the year ended 31 December 2010, representing<br />
an increase of 522.5%. The increase was primarily due to reclassification electricity costs from costs of rent of<br />
production and other related costs as described above as well as increased costs related to maintenance and repair<br />
of production equipment in the amount of LVL 414,000 incurred by PET Baltija.<br />
Costs of sales by the business segments<br />
The following table sets forth the breakdown of the Group’s costs of sales by business segment for years ended<br />
31 December 2011 and 2010.<br />
58
For the year ended 31 December<br />
2011 2010 Change<br />
(LVL in thousands) (%)<br />
Recycling (11,084) (7,515) 47.5<br />
Waste collection (4,384) (3,965) 10.6<br />
Organisation of waste recovery (3,419) (3,371) 1.4<br />
Recyclables sorting and trading (3,140) (2,492) 26.0<br />
Other expenses (248) (195) 27.2<br />
Consolidation adjustments and eliminations 4,207 3,824 10.0<br />
Total* (18,068) (13,714) 31.7<br />
* In segment report cost of sales are showed before depreciation and amortisation<br />
Source: Consolidated Financial Statements<br />
The Group’s cost of sales in the recycling segment was LVL 11,084,000 for the year ended 31 December 2011,<br />
as compared to LVL 7,515,000 for the year ended 31 December 2010, representing an increase of 47.5%. The<br />
increase was primarily due to the increase in sales volumes of PET flakes by 16.2%. Additionally, the increase<br />
was caused by increase of costs of energy.<br />
The Group’s cost of sales in the waste collection segment was LVL 4,384,000 for the year ended 31 December<br />
2011, as compared to LVL 3,965,000 for the year ended 31 December 2010, representing an increase of 10.6%.<br />
The increase was primarily due to the increase in amount of waste collected by the Group by 15.8%.<br />
Additionally, the increase was caused by increase of fuel and landfilling costs.<br />
The Group’s cost of sales in the organisation of waste recovery segment was LVL 3,419,000 for the year ended<br />
31 December 2011, as compared to LVL 3,371,000 for the year ended 31 December 2010, representing an<br />
increase of 1.4%. The increase was primarily due to increase in the cost of collection caused by growing fuel<br />
costs.<br />
The Group’s cost of sales in the recyclables sorting and trading segment was LVL 3,140,000 for the year ended<br />
31 December 2011, as compared to LVL 2,492,000 for the year ended 31 December 2010, representing an<br />
increase of 26.0%. The increase was primarily due to the increase in volume of recyclables traded by the Group<br />
by 11.9%.<br />
Cost of sales from other activities, including mainly consulting costs for the holding company, was LVL 248,000<br />
for the year ended 31 December 2011, as compared to LVL 195,000 for the year ended 31 December 2010,<br />
representing an increase of 27.2%. The increase was caused by more extensive use of different type of advisers<br />
(i.e. legal, financial and other).<br />
Gross profit<br />
The Group’s consolidated gross profit was LVL 7,241,000 for the year ended 31 December 2011, as compared<br />
to LVL 6,009,000 for the year ended 31 December 2010, representing an increase of 20.5%. The gross profit<br />
margin for the year ended 31 December 2011 was 27.2%, as compared to 28.5% for the year ended 31 December<br />
2010.<br />
The increase in gross profit for year ended 31 December 2011 in comparison with the year ended 31 December<br />
2010 was mainly caused by increase in revenue from recycling, recyclables sorting and trading as well as waste<br />
collection in combination with effective management of production costs.<br />
Gross profit by segment<br />
The following table sets forth the breakdown of the Group’s gross profit by business segment for the years ended<br />
31 December 2011 and 2010.<br />
59
For the year ended 31 December<br />
2011 2010 Change<br />
(LVL in thousands) (%)<br />
Recycling 4,716 3,215 46.7<br />
Waste collection 2,634 2,772 (5.0)<br />
Organisation of waste recovery 822 880 (6.6)<br />
Recyclables sorting and trading 568 609 (6.7)<br />
Other 693 67 934.3<br />
Consolidation adjustments and eliminations (906) (169) 436.1<br />
Total* 8,527 7,374 15.6<br />
* In segment report gross profit is showed before depreciation and amortisation<br />
Source: Consolidated Financial Statements<br />
Taking into consideration that gross profit by segment is presented excluding depreciation and amortization,<br />
changes in gross profit for waste collection, organization of waste recovery and recyclables sorting and trading<br />
could be considered as relatively immaterial.<br />
The gross profit in recycling segment increased by 46.7% to LVL 4,716,000 for the year ended 31 December<br />
2011 from LVL 3,215,000 for the year ended 31 December 2010. The increase in gross profit in the year ended<br />
31 December 2011 was primarily driven by increase of production, and as a consequence, sales volume of PET<br />
flakes.<br />
The gross profit in waste collection segment decreased by 5.0% to LVL 2,634,000 for the year ended 31<br />
December 2011 from LVL 2,772,000 for the year ended 31 December 2010. The decrease in gross profit in the<br />
year ended 31 December 2011 was primarily driven by increasing costs of collection activities influenced by the<br />
price of fuel as well as increasing landfilling costs.<br />
The gross profit in organisation of waste recovery segment decreased by 6.6% to LVL 822,000 for the year<br />
ended 31 December 2011 from LVL 880,000 for the year ended 31 December 2010. The decrease in gross profit<br />
in the year ended 31 December 2011 was primarily driven by increasing recovery targets and the relative<br />
increase of recovery costs.<br />
The gross profit in recyclables sorting and trading segment decreased by 6.7% to LVL 568,000 for the year<br />
ended 31 December 2011 from LVL 609,000 for the year ended 31 December 2010. The increase in gross profit<br />
in the year ended 31 December 2011 was primarily driven by increasing costs of transportation expense<br />
connected with product in-house deliveries and deliveries to the client.<br />
Selling expenses<br />
The Group’s selling expenses were LVL 325,000 (1.2% of revenue) for the year ended 31 December 2011, as<br />
compared to LVL 484,000 (2.3% of revenue) for the year ended 31 December 2010, representing a decrease of<br />
32.9%.<br />
The following table sets forth the elements of the Group’s selling expenses for the years ended 31 December<br />
2011 and 2010.<br />
60
For the year ended 31 December<br />
2011 2010 Change<br />
(LVL in thousands) (%)<br />
Salaries and wages (172) (149) 15.4<br />
Social security taxes (41) (36) 13.9<br />
Depreciation and amortization (17) (13) 30.8<br />
Marketing expenses (17) (18) (5.6)<br />
Transportation expenses (13) (12) 8.3<br />
Bad debt write-off expense - (162) (100.0)<br />
Other expenses (65) (94) (30.9)<br />
Total (325) (484) (32.9)<br />
Source: Consolidated Financial Statements<br />
The decrease in selling expenses in the year ended 31 December 2011 was primarily due to the decrease in bad<br />
debt write-off expense. This position was influenced by bankruptcy of one of the customers in 2010. The<br />
decrease was partially offset by the increase of salaries and wages as a result of increasing number of sales<br />
personnel.<br />
Administrative expenses<br />
The Group’s administrative expenses were LVL 2,932,000 (11% of revenue) for the year ended 31 December<br />
2011, as compared to LVL 2,629,000 (12.5% of revenue) for the year ended 31 December 2010, representing an<br />
increase of 11.5%.<br />
The following table sets forth the elements of the Group’s administrative expenses for the years ended 31<br />
December 2011 and 2010.<br />
For the year ended 31 December<br />
2011 2010 Change<br />
(LVL in thousands) (%)<br />
Salaries and wages (1,277) (910) 40.3<br />
Consultations of business development and organization (776) (981) (20.9)<br />
Social security taxes (269) (179) 50.3<br />
Transportation expenses (107) (75) 42.7<br />
Communications expenses (49) (46) 6.5<br />
Auditing fees (47) (23) 104.3<br />
Rent of premises and related costs (45) (71) (36.6)<br />
Office expenses (38) (15) 153.3<br />
Depreciation and amortization (36) (36) 0.0<br />
Legal services (35) (24) 45.8<br />
Business trips expenses (30) (27) 11.1<br />
Representation expenses (28) (8) 250.0<br />
Other administrative expenses (195) (234) (16.7)<br />
Total (2,932) (2,629) 11.5<br />
Source: Consolidated Financial Statements<br />
The increase in administrative expenses in the year ended 31 December 2011 was primarily due to the increase<br />
in employees’ salaries and wages. The salaries and wages increased because increase of number of<br />
administrative personnel on the level of the Group and the Group Companies, and pay out of performance<br />
bonuses for fulfilling budget targets for the year ended 31 December 2011.<br />
61
Consultations of business development and organization decreased by 20.9% from LVL 981,000 in the year<br />
ended 31 December 2011 to LVL 776,000 in the year 31 December 2010. The main reason for such decrease<br />
was cancellation of part of the management fee in the amount of that was paid to the previous shareholders in the<br />
year ended 31 December 2010.<br />
Other operating income<br />
The Group’s other operating income was LVL 284,000 for the year ended 31 December 2011, as compared to<br />
LVL 236,000 for the year ended 31 December 2010, representing an increase of 20.3%. The increase in other<br />
operating income was primarily the result of the increased income from EU project financing.<br />
Other operating expenses<br />
The Group’s other operating expenses were LVL 287,000 for the year ended 31 December 2011, as compared to<br />
LVL 807,000 for the year ended 31 December 2010, representing a decrease of 64.4%. The decrease in other<br />
operating expenses was primarily the result of the write-off of goodwill impairment, which was carried out in<br />
2010 in the amount of LVL 656,000.<br />
Operating profit<br />
The Group’s operating profit was LVL 3,981,000 for the year ended 31 December 2011, as compared to LVL<br />
2,325,000 for the year ended 31 December 2010, representing an increase of 71.1%.<br />
The operating profit margin for the year ended 31 December 2011 was 14.9%, as compared to 11.0% for the<br />
year ended 31 December 2010.<br />
EBITDA<br />
The Group’s EBITDA was LVL 5,328,000 for the year ended 31 December 2011, as compared to LVL<br />
3,739,000 for the year ended 31 December 2010, representing an increase of 42.5%. EBITDA margin was 20.0%<br />
for the year ended 31 December 2011, as compared to 18% for the year ended 31 December 2010.<br />
The Group’s EBITDA if adjusted for goodwill impairment (LVL 656,000 for the year ended 31 December 2010)<br />
was LVL 4,395,000 for the year ended 31 December 2010 and EBITDA margin (adjusted for goodwill<br />
impairment) was 20.8% for the year ended 31 December 2010.<br />
Interest income/(expense) and similar income/(expenses)<br />
The Group’s net financial expenses for the year ended 31 December 2011 were LVL 254,000, as compared to<br />
LVL 281,000 for the year ended 31 December 2010, representing a decrease of 9.6%. The decrease in net<br />
financial expenses was primarily due to increase in interest and similar income, which was however offset by<br />
increase in interest and similar expenses. The Group’s interest and similar income was LVL 70,000 for the year<br />
ended 31 December 2011, as compared to LVL 18,000 for the year ended 31 December 2010, representing an<br />
increase of 288.9%. The Group’s interest and similar expenses were LVL 324,000 for the year ended 31<br />
December 2011, as compared to LVL 280,000 for the year ended 31 December 2010, representing an increase of<br />
15.7%.<br />
Profit before taxes<br />
The Group’s profit before taxes was LVL 3,722,000 for the year ended 31 December 2011, as compared to LVL<br />
2,039,000 for the year ended 31 December 2010, representing an increase of 82.5%.<br />
Taxes<br />
The Group had corporate income tax expenses of LVL 211,000 for the year ended 31 December 2011, as<br />
compared to LVL 248,000 for the year ended 31 December 2010, representing a decrease of 14.9%.<br />
The Group had deferred income tax expenses of LVL 133,000 for the year ended 31 December 2011, as<br />
compared with deferred income tax income of LVL 3,000 for the year ended 31 December 2010. The main<br />
62
eason for such decease was utilization tax credits in the year ended 31 December 2010 that were carried forward<br />
after PET Baltija incurred losses in 2008 and 2009.<br />
Current year’s profit<br />
For the reasons discussed above, the Group’s profit for the year ended 31 December 2011 was LVL 3,378,000,<br />
as compared to LVL 1,794,000 for the year ended 31 December 2010, representing an increase of 88.3%.<br />
The net profit margin for the year ended 31 December 2011 was 12.7%, as compared to 8.5% for the year ended<br />
31 December 2010.<br />
However, the result for the year ended 31 December 2010 was influenced by goodwill impairment in the amount<br />
of LVL 656,000. The Group’s profit for the year ended 31 December 2010, if adjusted for goodwill impairment,<br />
was LVL 2,450,000 and the net profit margin (adjusted for goodwill impairment) for the year ended 31<br />
December 2010 was 11.6%.<br />
Results of Operations for year ended 31 December 2010 compared to year ended 31 December 2009<br />
The following table sets forth the Group’s results of operations for the years ended 31 December 2010 and 2009<br />
derived from the Consolidated Financial Statements.<br />
For the year ended 31 December<br />
2010 2009 Change<br />
(LVL in thousands) (%)<br />
Net sales 21,088 13,851 52.2<br />
Cost of sales (15,079) (10,174) 48.2<br />
Gross profit 6,009 3.677 63.4<br />
Gross profit margin 28.5% 26.5% -<br />
Selling expenses (484) (323) 49.8<br />
Administrative expenses (2,629) (2,682) (2.0)<br />
Other operating income 236 191 23.6<br />
Other operating expenses (807) (1,007) (19.9)<br />
Operating profit 2,325 (144) 1714.6<br />
Operating profit margin 11.0% neg. -<br />
Write-off of long-term financial investments (19) - -<br />
Interest income and similar income 18 55 (67.3)<br />
Interest expenses and similar expenses (280) (257) 8.9<br />
Other taxes (5) (6) (16.7)<br />
Profit before corporate income tax 2,039 (352) 679.3<br />
Corporate income tax for the reporting year (248) (103) 140.8<br />
Deferred income tax 3 (60) 105.0<br />
Current year’s profit 1,794 (515) 448.4<br />
Net profit margin 8.5% neg. -<br />
Source: Consolidated Financial Statements<br />
Revenue<br />
The following table sets forth the breakdown of the Group’s net sales by business segment for years ended 31<br />
December 2010 and 2009.<br />
63
(LVL in<br />
thousands)<br />
For the year ended 31 December<br />
2010 2009 Change<br />
(As a % of total<br />
revenue)<br />
(LVL in<br />
thousands)<br />
(As a % of<br />
total revenue)<br />
Revenue from recycling 9,663 45.8 3,865 27.9 150.0<br />
Revenue from waste collection 5,568 26.4 5,128 37.0 8.6<br />
Revenue from organisation of waste<br />
recovery 4,249 20.1 4,161 30.0 2.1<br />
Revenue from recyclables sorting and<br />
trading 1,582 7.5 665 4.8 137.9<br />
Other 26 0.1 32 0.2 (18.8)<br />
Total Revenue from core services 21,088 100.0 13,851 100.0 52.2<br />
Source: Consolidated Financial Statements<br />
The Group’s total net sales increased by 52.2 % to LVL 21,088,000 for the year ended 31 December 2010 from<br />
LVL 13,851,000 for the year ended 31 December 2009. The increase in net sales in the year ended 31 December<br />
2010 was primarily driven by material increase of net sales from recycling and recyclables sorting and trading<br />
segments.<br />
Revenue from recycling<br />
The Group’s revenue from recycling segment was LVL 9,663,000 for the year ended 31 December 2010, as<br />
compared to LVL 3,865,000 for the year ended 31 December 2009, representing an increase of 150.0%. The<br />
increase was primarily due to increase of production, and as a consequence, sales volume of PET flakes by<br />
128.6% and increase of PET flakes prices.<br />
Revenue from waste collection<br />
The Group’s revenue from waste collection segment was LVL 5,568,000 for the year ended 31 December 2010,<br />
as compared to LVL 5,128,000 for the year ended 31 December 2009, representing an increase of 8.6%, mainly<br />
due to increase of volume of waste collected by the Group of 8.7% combined with small decrease in price of<br />
services.<br />
Revenue from organisation of waste recovery<br />
The Group’s revenue generated from organisation of waste recovery segment was LVL 4,249,000 for the year<br />
ended 31 December 2010, as compared to LVL 4,161,000 for the year ended 31 December 2009. The revenue<br />
from this segment increased by 2.1%, due to increase of total volume of waste (excluding oil filters) under<br />
recovery of 11.44%. Although, it should be noted that increase of total volume of waste (excluding oil filters)<br />
under recovery was offset by decrease of the average fee for waste recovery due to issuing discounts to key<br />
customers.<br />
Revenue from recyclables sorting and trading<br />
The Group’s revenue from recyclables sorting and trading segment was LVL 1,582,000 for the year ended 31<br />
December 2010, as compared to LVL 665,000 for the year ended 31 December 2009, representing an increase of<br />
137.9%, mainly due to increase of volume of recyclables traded by the Group of 44.0%. It was achieved by<br />
increasing activity in cardboard sorting and trading, and expanding cooperation with clients in different<br />
countries. Moreover, the increase in revenue from recyclables sorting and trading segment was fuelled by the<br />
increase of average price of recyclables traded in the year ended 31 December 2011 in comparison with the year<br />
ended 31 December 2010.<br />
Revenue by geographical location<br />
The following table sets forth the breakdown of the Group’s net sales by geographical location for years ended<br />
31 December 2010 and 2009.<br />
(%)<br />
64
(LVL in<br />
thousands)<br />
For the year ended 31 December<br />
2010 2009 Change<br />
(As a % of<br />
total revenue)<br />
(LVL in<br />
thousands)<br />
(As a % of<br />
total revenue)<br />
Latvia 10,208 48.4 9,851 71.1 3.6<br />
European Union (EU) 10,610 50.3 3,970 28.7 167.3<br />
Non-EU countries 270 1.3 30 0.2 800.0<br />
Total Revenue 21,088 100 13,851 100 52.2<br />
Source: Consolidated Financial Statements<br />
In the year ended 31 December 2010 net sales from export amounted to LVL 10,880,000 or 51.6% of the total<br />
net sales of the Group. In the year ended 31 December 2009 net sales from export totalled LVL 4,000,000<br />
meaning that export accounted for 28.9% of the total net sales of the Group. The total net sales from export<br />
increased by 172.0% in the year ended 31 December 2010 in comparison with the year ended 31 December<br />
2009. This was generally due to increase of net sales to the EU by 167.3%, from LVL 3,970,000 in the year<br />
ended 31 December 2009 to LVL 10,610,000 in the year ended 31 December 2010. This increase was primarily<br />
fuelled by increase of net sales in recycling segment, namely increase of production volume and sales of PET<br />
flakes by 128.6% and fact that in 2010 the whole production output of PET flakes was exported to the EU.<br />
Moreover, in the year ended 31 December 2010 the Group increased export to non-EU countries to LVL 270,000<br />
from LVL 30,000 in the year ended 31 December 2009 (an increase of 800.0%). The increase in export to non-<br />
EU countries was achieved by launching sale of recyclables (mainly glass) to Ukraine.<br />
Cost of sales<br />
The Group’s cost of sales was LVL 15,079,000 (72% of revenue) for the year ended 31 December 2010, as<br />
compared to LVL 10,174,000 (73% of revenue) for the year ended 31 December 2009, representing an increase<br />
of 48.2%. The increase was in general caused by increase of costs of: raw and other materials, transportation<br />
expenses municipal waste landfilling and disposal of sewage water as well as outsourcing, costs of rent of<br />
production premises and professional services.<br />
The table below sets forth the principal components of the Group’s cost of sales for the years ended 31<br />
December 2010 and 2009.<br />
For the year ended 31 December<br />
(%)<br />
2010 2009 Change<br />
(LVL in thousands) (%)<br />
Raw materials and other material costs (5,244) (2,673) 96.2<br />
Outsourcing (1,728) (322) 436.6<br />
Salaries and wages (1,668) (1,635) 2.0<br />
Transportation expenses (1,505) (1,358) 10.8<br />
Depreciation and amortization (1,365) (1,386) (1.5)<br />
Municipal waste landfilling and disposal of sewage water (1,297) (752) 72.5<br />
Rent of production premises and related costs (1,204) (822) 46.5<br />
Professional services (532) (421) 26.4<br />
Social security taxes (394) (382) 3.1<br />
Other production costs (142) (387) (63.0)<br />
Natural resources tax - (36) (100.0)<br />
Total (15,079) (10,174) 48.2<br />
Source: Consolidated Financial Statements<br />
Raw materials and other material costs were LVL 5,244,000 for the year ended 31 December 2010, as compared<br />
to LVL 2,673000 for the year ended 31 December 2009, representing an increase of 96.2%. The increase was<br />
primarily due to corresponding increase in sales volumes of PET flakes.<br />
65
Outsourcing costs were LVL 1,728,000 for the year ended 31 December 2010, as compared to LVL 322,000 for<br />
the year ended 31 December 2009, representing an increase of 436.6%. The main reasons for increase were<br />
reclassification of costs incurred by Latvijas Zalais punkts in the amount of LVL 708,000 used to organize the<br />
segregated waste collection schemes and waste management from raw materials and other material cost to<br />
outsourcing costs in the year ended 31 December 2010.<br />
Transportation expenses amounted to LVL 1,505,000 for the year ended 31 December 2010, as compared to<br />
LVL 1,358,000 for the year ended 31 December 2009, representing an increase of 10.8%. The increase was<br />
mainly attributed to increasing amount of sales for recycling segment and increase of volume of recyclables<br />
purchased, sorted and traded.<br />
Costs of municipal waste landfilling and disposal of sewage water were LVL 1,297,000 for the year ended 31<br />
December 2010, as compared to LVL 752,000 for the year ended 31 December 2009, representing an increase of<br />
83.2%. The increase was primarily due to increase in landfilling tariffs on the back of increased Natural<br />
Resource Tax, as well as due to growth in volume of collected waste.<br />
Costs of rent of production premises and related costs were LVL 1,204,000 for the year ended 31 December<br />
2010, as compared to LVL 822,000 for the year ended 31 December 2009, representing an increase of 46.5%.<br />
The increase was primarily due to entering a new rent contract for larger warehouse premises for recycling<br />
segment.<br />
Costs of professional services were LVL 532,000 for the year ended 31 December 2010, as compared to LVL<br />
421,000 for the year ended 31 December 2009, representing an increase of 26.1%. The increase was primarily<br />
due to increase of production equipment maintenance related costs in the recycling segment.<br />
Other expenses, amounted to LVL 142,000 for the year ended 31 December 2010, as compared to LVL 387,000<br />
for the year ended 31 December 2009, representing a decrease of 63.0%. The decrease was primarily due to the<br />
fact that in the year ended 31 December 2009 the <strong>Company</strong> has one time written-off a number of obsolete<br />
equipment items which did not happen in the year ended 31 December 2010.<br />
Costs of sales by the business segments<br />
The following table sets forth the breakdown of the Group’s costs of sales by business segment for years ended<br />
31 December 2010 and 2009.<br />
For the year ended 31 December<br />
2010 2009 Change<br />
(LVL in thousands) (%)<br />
Recycling (7,515) (3,864) 94.5<br />
Waste collection (3,965) (3,258) 21.7<br />
Organisation of waste recovery (3,371) (3,126) 7.8<br />
Recyclables sorting and trading (2,492) (1,181) 111.0<br />
Other expenses (195) (150) 30.0<br />
Consolidation adjustments and eliminations 3,824 2,790 37.1<br />
Total* (13,714) (8,789) 56.0<br />
* In segment report cost of sales are showed before depreciation and amortisation<br />
Source: Consolidated Financial Statements<br />
The Group’s cost of sales in the recycling segment was LVL 7,515,000 for the year ended 31 December 2010, as<br />
compared to LVL 3,864,000 for the year ended 31 December 2009, representing an increase of 94.5%. The<br />
increase was primarily due to the increase in sales volumes of PET flakes by 128.6% as well as the purchase<br />
price of raw materials. Additionally, the increase was caused by increase of costs of energy.<br />
The Group’s cost of sales in the waste collection segment was LVL 3,965,000 for the year ended 31 December<br />
2010, as compared to LVL 3,258,000 for the year ended 31 December 2009, representing an increase of 21.7%.<br />
The increase was primarily due to the increase of 8.7% in amount of waste collected by the Group. Additionally,<br />
the increase was caused by increase of fuel and landfilling costs.<br />
66
The Group’s cost of sales in the organisation of waste recovery segment was LVL 3,371,000 for the year ended<br />
31 December 2010, as compared to LVL 3,126,000 for the year ended 31 December 2009, representing an<br />
increase of 7.8%. The increase was primarily due to higher volume of waste (excluding oil filters) under<br />
recovery.<br />
The Group’s cost of sales in the recyclables sorting and trading segment was LVL 2,492,000 for the year ended<br />
31 December 2010, as compared to LVL 1,181,000 for the year ended 31 December 2009, representing an<br />
increase of 111.0%. The increase was primarily due to the increase in volume of recyclables traded by the<br />
Group. Additionally, the increase was caused by increase of costs of transportation of raw materials (partly due<br />
to increase of fuels costs).<br />
Cost of sales from other activities, including mainly consulting costs for the holding company, was LVL 195,000<br />
for the year ended 31 December 2010, as compared to LVL 150,000 for the year ended 31 December 2009,<br />
representing an increase of 30.0%. The increase was caused by more extensive use of different type of advisers<br />
(i.e. legal, financial and other).<br />
Gross profit<br />
The Group’s consolidated gross profit was LVL 6,009,000 for the year ended 31 December 2010, as compared<br />
to LVL 3,677,000 for the year ended 31 December 2009, representing an increase of 63.4%. The gross profit<br />
margin for the year ended 31 December 2010 was 28.5%, as compared to 26.5% for the year ended 31 December<br />
2009.<br />
The following table sets forth the breakdown of the Group’s gross profit by business segment for the years ended<br />
31 December 2010 and 2009.<br />
For the year ended 31 December<br />
2010 2009 Change<br />
(LVL in thousands) (%)<br />
Recycling 3,215 866 271.2<br />
Waste collection 2,772 2,662 4.1<br />
Organisation of waste recovery 880 1,036 (15.1)<br />
Recyclables sorting and trading 609 589 3.4<br />
Other 67 (28) 339.3<br />
Consolidation adjustments and eliminations (169) (63) 168.3<br />
Total* 7,374 5,062 45.7<br />
* In segment report gross profit is showed before depreciation and amortisation<br />
Source: Consolidated Financial Statements<br />
Taking into consideration that gross profit by segment is presented excluding depreciation and amortization,<br />
changes in gross profit for waste collection, organization of waste recovery and recyclables sorting and trading<br />
could be considered as relatively immaterial, except for the recycling segment which has experienced the most<br />
significant growth.<br />
The gross profit in recycling segment increased by 271.2% to LVL 3,215,000 for the year ended 31 December<br />
2010 from LVL 866,000 for the year ended 31 December 2009. The increase in gross profit in the year ended 31<br />
December 2010 was primarily driven by increase of production, and as a consequence, sales volume of PET<br />
flakes.<br />
The gross profit in waste collection segment increased by 4.1% to LVL 2,772,000 for the year ended 31<br />
December 2010 from LVL 2,662,000 for the year ended 31 December 2009. The increase in gross profit in the<br />
year ended 31 December 2010 was mainly influenced by getting new contracts and, in consequence, increase of<br />
volume of waste collected.<br />
The gross profit in organisation of waste recovery segment decreased by 15.1% to LVL 880,000 for the year<br />
ended 31 December 2010 from LVL 1,036,000 for the year ended 31 December 2009. The decrease in gross<br />
67
profit in the year ended 31 December 2010 was mainly influenced by issuing discounts to key customers and, in<br />
consequence, decrease of average fees.<br />
The gross profit in recyclables sorting and trading segment increased by 3.4% to LVL 609,000 for the year<br />
ended 31 December 2010 from LVL 589,000 for the year ended 31 December 2009. The increase in gross profit<br />
in the year ended 31 December 2010 was mainly influenced by increase of volumes of sorted and traded<br />
materials as well as increase of average sales price of recyclables.<br />
Selling expenses<br />
The Group’s selling expenses were LVL 484,000 (2.3% of revenue) for the year ended 31 December 2010, as<br />
compared to LVL 323,000 (2.3% of revenue) for the year ended 31 December 2009, representing an increase of<br />
49.8%.<br />
The following table sets forth the elements of the Group’s selling expenses for the years ended 31 December<br />
2010 and 2009.<br />
For the year ended 31 December<br />
2010 2009 Change<br />
(LVL in thousands) (%)<br />
Salaries and wages (149) (147) 1.4<br />
Social security taxes (36) (35) 2.9<br />
Depreciation and amortization (13) (14) (7.1)<br />
Marketing expenses (18) (23) (21.7)<br />
Transportation expenses (12) (13) (7.7)<br />
Bad debt write-off expense (162) - -<br />
Other expenses (94) (91) 3.3<br />
Total (484) (323) 49.8<br />
Source: Consolidated Financial Statements<br />
The increase in selling expenses in the year ended 31 December 2010 was primarily due to the increase in bad<br />
debt write-off expense. This increase was caused by the fact that one of the clients of recycling business located<br />
in Estonia went bankrupt and could not settle its liabilities.<br />
Administrative expenses<br />
The Group’s administrative expenses were LVL 2,629,000 (12.5% of revenue) for the year ended 31 December<br />
2010, as compared to LVL 2,682,000 (19.4% of revenue) for the year ended 31 December 2009, representing a<br />
decrease of 1.98%.<br />
The following table sets forth the elements of the Group’s administrative expenses for the years ended 31<br />
December 2010 and 2009.<br />
68
For the year ended 31 December<br />
2010 2009 Change<br />
(LVL in thousands) (%)<br />
Salaries and wages (910) (905) 0.6<br />
Consultations of business development and organization (981) (1 004) (2.3)<br />
Social security taxes (179) (175) 2.3<br />
Transportation expenses (75) (62) 21.0<br />
Communications expenses (46) (51) (9.8)<br />
Auditing fees (23) (21) 9.5<br />
Rent of premises and related costs (71) (69) 2.9<br />
Office expenses (15) (18) (16.7)<br />
Depreciation and amortization (36) (43) (16.3)<br />
Legal services (24) (52) (53.8)<br />
Business trips expenses (27) (13) 107.7<br />
Representation expenses (8) (5) 60.0<br />
Other administrative expenses (234) (264) (11.4)<br />
Total (2,629) (2,682) (2.0)<br />
Source: Consolidated Financial Statements<br />
There were no material changes in administrative expenses between the year ended 31 December 2010 and the<br />
year ended 31 December 2009 primarily due to effective administrative costs management carried out by the<br />
Group.<br />
Other operating income<br />
The Group’s other operating income was LVL 236,000 for the year ended 31 December 2010, as compared to<br />
LVL 191,000 for the year ended 31 December 2009, representing an increase of 23.6%. The increase in other<br />
operating income was primarily the result of reversal in allowances for doubtful debts.<br />
Other operating expenses<br />
The Group’s other operating expenses were LVL 807,000 for the year ended 31 December 2010, as compared to<br />
LVL 1,007,000 for the year ended 31 December 2009, representing a decrease of 19.9%. The decrease in other<br />
operating expenses was primarily the result of the lower amount of goodwill impairment recognized in year<br />
ended 31 December 2010 as compared to year ended 31 December 2009.<br />
Operating profit<br />
The Group’s operating profit was LVL 2,325,000 for the year ended 31 December 2010, as compared to loss of<br />
LVL 144,000 for the year ended 31 December 2009.<br />
The operating profit margin for the year ended 31 December 2010 was 11.0%, as compared to negative operating<br />
profit margin for the year ended 31 December 2009.<br />
EBITDA<br />
The Group’s EBITDA was LVL 3,739,000 for the year ended 31 December 2010, as compared to LVL<br />
1,302,000 for the year ended 31 December 2009, representing an increase of 187.2%. EBITDA margin was 18%<br />
for the year ended 31 December 2010, as compared to 9.4% for the year ended 31 December 2009.<br />
The Group’s EBITDA, if adjusted for goodwill impairment (LVL 656,000 and LVL 823,000 for the year ended<br />
31 December 2010 and 2009, respectively), was LVL 4,395,000 for the year ended 31 December 2010, as<br />
compared to LVL 2,125,000 for the year ended 31 December 2009, representing an increase of 106.8%.<br />
69
EBITDA margin (adjusted for goodwill impairment) was 20.8% for the year ended 31 December 2010, as<br />
compared to 15.3% for the year ended 31 December 2009.<br />
Interest income/(expense) and similar income/(expenses)<br />
The Group’s net financial expenses for the year ended 31 December 2010 were LVL 262,000 as compared to<br />
LVL 202,000 for the year ended 31 December 2009, representing an increase of 39.1%. The increase in net<br />
financial expenses was primarily due to decrease in interest and similar income and increase of interest and<br />
similar expenses. The Group’s interest and similar income was LVL 18,000 for the year ended 31 December<br />
2010, as compared to LVL 55,000 for the year ended 31 December 2009, representing a decrease of 67.3%. The<br />
Group’s interest and similar expenses were LVL 280,000 for the year ended 31 December 2010, as compared to<br />
LVL 257,000 for the year ended 31 December 2009, representing an increase of 8.95%.<br />
Profit before taxes<br />
The Group’s profit before taxes was LVL 2,044,000 for the year ended 31 December 2010, as compared to<br />
operating loss of LVL 346,000 for the year ended 31 December 2009, representing an increase of 690.8%.<br />
Taxes<br />
The Group had corporate income tax expenses of LVL 248,000 for the year ended 31 December 2010, as<br />
compared to LVL 103,000 for the year ended 31 December 2009, representing an increase of 140.8%. The<br />
increase is attributable to higher taxable income for the year ended 31 December 2010 compared to the year<br />
ended 31 December 2009.<br />
The Group had deferred income tax income of LVL 3,000 for the year ended 31 December 2010, as compared<br />
with deferred income tax expenses of LVL 60,000 for the year ended 31 December 2009.<br />
Current year’s profit<br />
For the reasons discussed above, the Group’s profit for the year ended 31 December 2010 was LVL 1,794,000,<br />
as compared to loss of LVL 515,000 for the year ended 31 December 2009, representing an increase of 448.4%.<br />
The net profit margin for the year ended 31 December 2010 was 8.5%, as compared to negative net profit margin<br />
for the year ended 31 December 2009.<br />
However, the above results were influenced by goodwill impairment in the amount of LVL 656,000 in 2010 and<br />
LVL 823,000 in 2009. The Group’s profit, if adjusted for goodwill impairment, for the year ended 31 December<br />
2010 was LVL 2,450,000, as compared to LVL 308,000 for the year ended 31 December 2009, representing an<br />
increase of 695.5%. The net profit margin (adjusted for goodwill impairment) for the year ended 31 December<br />
2010 was 11.6%, as compared to 2.2% for the year ended 31 December 2009.<br />
Liquidity and Capital Resources<br />
In the periods under review, the Group has met most of its liquidity needs through cash generated from its<br />
operating activities and financing activities.<br />
70
Cash flows<br />
The following table sets forth a summary of the Group’s cash flows for the periods indicated.<br />
For three months<br />
ended 31 March<br />
For the year ended 31<br />
December<br />
2012 2011 2011 2010 2009<br />
(LVL in thousands)<br />
Net cash from operating activities 1,541 1,678 4,989 2,694 936<br />
Net cash used in investing activities (910) (563) (7,764) (918) (42)<br />
Net cash used in financing activities (810) (1,011) 2,885 (1,730) (100)<br />
Profit or loss from currency fluctuations - - (3) - (3)<br />
Net increase in cash and cash equivalents (179) 104 107 46 791<br />
Source: Consolidated Financial Statements and Condensed Consolidated Interim Financial Statements<br />
Net cash from operating activities<br />
The Group’s net cash inflow from operating activities decreased 8.2% to LVL 1,541,000 for three months ended<br />
31 March 2012 from LVL 1,678,000 for three months ended 31 March 2011. The decrease was mainly due to<br />
increase in trade receivables.<br />
The Group’s net cash inflow from operating activities increased 85.2% to LVL 4,989,000 for the year ended 31<br />
December 2011 from LVL 2,694,000 for the year ended 31 December 2010. The increase was mainly due to<br />
increase of revenue from operating activities and also improvement in working capital management.<br />
The Group’s net cash inflow from operating activities was LVL 2,694,000 for the year ended 31 December 2010<br />
as compared with LVL 936,000 for the year ended 31 December 2009, representing an increase of 187.8%. The<br />
increase was primarily due to increase of revenue from operating activities.<br />
Net cash used in investing activities<br />
The Group’s net cash outflow used in investing activities increased 61.6% to LVL 910,000 for three months<br />
ended 31 March 2012 from LVL 563,000 for three months ended 31 March 2011. The increase was mainly due<br />
to purchase of waste collection trucks and containers, renovation of premises, investment into Eko PET (for<br />
more information please see “Business Overview - Investments”) and loans granted to Eko SPV for monthly<br />
payments under Nordea Financing Agreements (Eko SPV was not consolidated in the Condensed Consolidated<br />
Interim Financial Statements as of 31 March 2012).<br />
The Group’s net cash outflow used in investing activities increased 745.8% to LVL 7,764,000 for the year ended<br />
31 December 2011 from LVL 918,000 for the year ended 31 December 2010. The increase was mainly due to<br />
loan in amount of LVL 1,852,000 granted to Eko SPV, which was used to partially finance management buyout<br />
of Eko Baltija Group (Eko SPV was not consolidated in the Consolidated Financial Statements as of 31<br />
December 2011) and reorganization carried out in the year ended 31 December 2011 (for more information on<br />
reorganization please see note 25(b) to the Consolidated Financial Statements).<br />
The Group’s net cash outflow used in investing activities was LVL 918,000 for the year ended 31 December<br />
2010 as compared with LVL 42,000 for the year ended 31 December 2009, representing an increase of<br />
2,805.7%. The increase was primarily due to increased volume of small investments into purchase of property,<br />
plant and equipment.<br />
Net cash used in financing activities<br />
The Group’s net cash outflow in financing activities decreased 19.9% to LVL 810,000 for three months ended 31<br />
March 2012 from LVL 1,011,000 for three months ended 31 March 2011. The decrease was mainly due to<br />
receiving of new loans to finance acquisition of assets.<br />
71
The Group’s net cash inflow in financing activities for the year ended 31 December 2011 increased to LVL<br />
2,885,000 from net cash outflow of LVL 1,730,000 for the year ended 31 December 2010. The increase was<br />
mainly due to attracting additional debt financing.<br />
The Group’s net cash outflow in financing activities was LVL 1,730,000 for the year ended 31 December 2010<br />
as compared with net cash outflow of LVL 100,000 for the year ended 31 December 2009. The increase was<br />
primarily due to increase in amount of repaid loans.<br />
Borrowings<br />
The Group’s operations are financed through a combination of cash flows generated by its operations and shortterm<br />
and long-term loan facilities that have been granted to various members of the Group.<br />
It should be noted that information on borrowings presented below is based on the Consolidated Financial<br />
Statements and the Condensed Consolidated Interim Financial Statements. For more information regarding<br />
borrowing and capitalisation and indebtedness of the Group please see: “Capitalisation and Indebtedness” and<br />
“Pro Forma Financial Information”.<br />
The table below sets forth details of the Group’s short-term and non-current borrowings as at the dates indicated.<br />
As at 31 March<br />
As at 31 December<br />
2012 2011 2010 2009<br />
(LVL in thousands)<br />
Short-term bank borrowings 1,323 1,409 1,934 600<br />
Credit lines 773 983 1,190 1,379<br />
Non-current bank borrowings 5,363 5,556 736 2,689<br />
Total 7,459 7,948 3,860 4,668<br />
Source: Consolidated Financial Statements and Condensed Consolidated Interim Financial Statements<br />
Until May 2011 the loans of the Group were placed in Swedbank and SEB. Starting from May 2011 all banking<br />
loans were refinanced by a new arrangement with Nordea Bank. Below is summary of loan agreements<br />
concluded with Nordea Bank (the “Nordea Financing Agreements”):<br />
<br />
<br />
<br />
<br />
<br />
Overdraft Agreement No 2011-134-OD between Eko Reverss and Nordea Bank, dated 3 May 2011, with<br />
overdraft limit of EUR 280,000, maturing on 31 May 2013. The interest rate is the aggregate of the<br />
margin of 2% and EONIA. As of 31 December 2011 the outstanding amount of loan was EUR 280,000<br />
(LVL 196,785).<br />
Loan Agreement No 2011-173-A between Eko Reverss and Nordea Bank, dated 3 May 2011, as<br />
amended, for the total amount of EUR 33,438, maturing on 30 June 2012. The interest rate is the<br />
aggregate of the margin of 2.5% and EURIBOR 1M. As of 31 December 2011 the outstanding amount of<br />
loan was EUR 13,399 (LVL 9,417).<br />
Loan Agreement No 2011-165-A between Eko Baltija and Nordea Bank, dated 3 May 2011, as amended,<br />
for the total amount of EUR 6,200,000, maturing on 31 December 2016. The interest rate is the aggregate<br />
of the margin of 2.5% and EURIBOR 1M. As of 31 December 2011 the outstanding amount of loan was<br />
EUR 5,478,352 (LVL 3,850,208).<br />
Loan Agreement No 2011-166-A between PET Baltija and Nordea Bank, dated 3 May 2011, as amended,<br />
for the total amount of EUR 1,570,100, maturing on 31 December 2016. The interest rate is the aggregate<br />
of the margin of 2.5% and EURIBOR 1M. As of 31 December 2011 the outstanding amount of loan was<br />
EUR 1,406,060 (LVL 988,185).<br />
Overdraft Agreement No 2011-167-OD between PET Baltija and Nordea Bank, dated 3 May 2011, as<br />
amended, with overdraft limit of EUR 1,330,000, maturing on 31 May 2013. The interest rate is the<br />
aggregate of the margin of 2% and EONIA. As of 31 December 2011 the outstanding amount of loan was<br />
EUR 591,157 (LVL 415,468).<br />
72
Overdraft Agreement No 2011-169-OD between LZP and Nordea Bank, dated 3 May 2011, as amended,<br />
with overdraft limit of EUR 600,000, maturing on 31 May 2013. The interest rate is the aggregate of the<br />
margin of 2% and EONIA. As of 31 December 2011 the outstanding amount of loan was EUR 271,411<br />
(LVL 190,749).<br />
Overdraft Agreement No 2011-168-OD between Nordic Plast and Nordea Bank, dated 3 May 2011, as<br />
amended, with overdraft limit of EUR 290,000, maturing on 31 May 2013. The interest rate is the<br />
aggregate of the margin of 2% and EONIA. As of 31 December 2011 the outstanding amount of loan was<br />
EUR 258,954 (LVL 181,988).<br />
Loan Agreement No 2011-170-A between Jurmalas ATU and Nordea Bank, dated 3 May 2011, as<br />
amended, for the total amount of EUR 1,386,000, maturing on 31 December 2016. The interest rate is the<br />
aggregate of the margin of 2.5% and EURIBOR 1M. As of 31 December 2011 the outstanding amount of<br />
loan was EUR 1,214,529 (LVL 853,576).<br />
Loan Agreement No 2011-171-A between Kurzemes Ainava and Nordea Bank, dated 3 May 2011, as<br />
amended, for the total amount of EUR 881,000, maturing on 31 December 2016. The interest rate is the<br />
aggregate of the margin of 2.5% and EURIBOR 1M. As of 31 December 2011 the outstanding amount of<br />
loan was EUR 771,442 (LVL 542,172).<br />
Loan Agreement No 2011-172-A between Eko Kurzeme and Nordea Bank, dated 3 May 2011, as<br />
amended, for the total amount of EUR 1,155,000, maturing on 31 December 2016. The interest rate is the<br />
aggregate of the margin of 2.5% and EURIBOR 1M. As of 31 December 2011 the outstanding amount of<br />
loan was EUR 1,011,044 (LVL 710,566).<br />
Pursuant to the Nordea Financing Agreements, the Group Companies have to comply with number of financial<br />
covenants, namely:<br />
(i)<br />
(ii)<br />
(iii)<br />
total equity/total assets ratio, calculated by the bank 4 times per year using the data from the Group<br />
Companies, should not be less than 20% in 2011, not less than 30% in 2012 and not less than 35% starting<br />
from the first quarter of 2013;<br />
the total interest bearing debt/EBITDA ratio, calculated by the bank 4 times a year using data from the<br />
Group Companies, should not exceed 3.6 in 2011; starting from 2012 it should not exceed 3; and<br />
Debt-Service Coverage Ratio, calculated by the bank 4 times a year using data from the Group Companies<br />
and Jumis, should not be less than 1.3.<br />
According to the Management, as of the date of the Prospectus, the above indicators are fulfilled. Please see:<br />
“Risk Factors – Risks Relating to the Group’s Business – Certain of the Group’s credit facilities are subject to<br />
certain covenants and restrictions”.<br />
Additionally Jurmalas ATU has concluded Loan Agreement No 2011-515-A with Nordea Bank, dated 15<br />
February 2012, for the total amount of EUR 100,000, maturing 28 February 2014. The interest rate is the<br />
aggregate of the margin of 2.5% and EURIBOR 1M. According to the agreement financial covenants which<br />
should be followed are similar to the ones stipulated with Nordea Financing Agreements.<br />
Working Capital Statement<br />
Having done due analysis, the Management Board is of the opinion that the working capital available to the<br />
Group is sufficient to meet its present requirements for at least the next 12 months following the date of<br />
publication of the Prospectus.<br />
Recent Trends and Developments<br />
In April 2012 PET Baltija started deliveries of PET bottles from Belarus which considerably strengthens<br />
situation with sourcing of raw materials.<br />
In recyclables trading segment Eko Reverss has started experimental deliveries of semi-final RDF material.<br />
73
In April 2012 Eko Riga won waste collection tender in Marupe region, neighbourhood of Riga City. Contract<br />
was signed on 13 April 2012 and the Group expects to start servicing the new region from 1 July 2012.<br />
Estimated annually collected volume in this area is 40,000 m 3 . The whole contractual price amounted to<br />
approximately LVL 451,496. Also in 2012 Eko Riga won tender for waste collection organised by Rigas Udens<br />
(water utilities’ supplier in Riga).<br />
Starting from April 2012 the Group increased its fees for recovery of packaging waste.<br />
The Group launched moving headquarters of Eko Baltija, LZP, Eko Reverss and Eko Riga to one office space.<br />
This process should be finished in June 2012. This will allow the Group to consolidate operations and decrease<br />
administrative expenses.<br />
On 19 April 2012 merger of Tukuma Ainava into its subsidiary Kurzemes Ainava has been registered with the<br />
Commercial Register.<br />
Critical Accounting Policies<br />
These are Group’s first consolidated financial statements that have been prepared in accordance with and comply<br />
with International Financial Reporting Standards as adopted by EU (IFRS) and Interpretations issued by its<br />
International Financial Reporting Interpretations Committee (IFRIC) as endorsed by the European Union.<br />
The functional currency of the Group and the reporting currency for the Consolidated Financial Statements and<br />
the Condensed Consolidated Interim Financial Statements is the Latvian lat. Balances disclosed as at 31<br />
December and 31 March reflects the position as at the close of business on that date.<br />
Estimates and judgments<br />
The preparation of consolidated financial statements in conformity with IFRS as adopted by the EU requires the<br />
management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue<br />
and expenses, and disclosure of contingencies. The significant areas of estimation used in the preparation of the<br />
accompanying consolidated financial statements relate to revenue recognition, depreciation, allowance for bad<br />
debts and inventories, and impairment evaluation. Although these estimates are based on the management’s best<br />
knowledge of current events and actions, the actual results may ultimately differ from those estimates. The areas<br />
involving a higher degree of judgment or complexity are described below.<br />
Useful lives for property, plant and equipment<br />
Asset useful lives are assessed annually and changed when necessary to reflect current thinking on their<br />
remaining lives in light of technological change, prospective economic utilisation and physical condition of the<br />
assets concerned.<br />
Inventories<br />
The Group performs estimates for calculation of net realisable values for slow-moving and obsolete inventories<br />
to determine the loss of decrease in the value of inventories. Typically net realisable values are determined for<br />
each position separately, if it is not possible historical experience is used to estimate possible loss.<br />
Revenue recognition<br />
Revenue from sales of goods is recognised when significant risks and rewards of ownership of the goods have<br />
passed to the buyer, usually on delivery of goods, recovery of the consideration is probable, the associated costs<br />
and possible return of goods can be estimated reliably, there is no continuing management involvement with the<br />
goods, and the amount of revenue can be measured reliably.<br />
Revenue from services is recognised when services are rendered to customers in accordance with contractual<br />
terms and conditions.<br />
The Group recognises revenue based on the amount invoiced to customer net of value added tax when it has<br />
earned revenue from sale of the goods or services and the net amount retained (that is, the amount billed to<br />
customer less the amount paid to service provider) when it has earned a commission or fee.<br />
74
Allowances for doubtful debts<br />
The Group makes allowances for doubtful accounts receivable. Estimates based on historical experience are used<br />
in determining the level of debts that management believes will not be collected.<br />
Provisions<br />
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events,<br />
and it is probable that an outflow of resources embodying economic benefits will be required to settle the<br />
obligation, and a reliable estimate of the amount of the obligation can be made.<br />
Provisions are measured in the statement of financial position at the best estimate of the expenditure required to<br />
settle the present obligation at the end of the reporting period date. Provisions are used only for expenditures for<br />
which the provisions were originally recognised and are reversed if an outflow of resources is no longer<br />
probable.<br />
Provisions for restructuring costs include employee termination benefits and are recognised in the period when<br />
the Group takes on legal or logical obligations to pay out such expenses; when the Group has developed a<br />
detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out<br />
the restructuring by starting to implement the plan or announcing its main features to those affected by it. The<br />
measurement of a restructuring provision includes only the direct expenditures arising from the restructuring.<br />
Goodwill impairment<br />
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units<br />
to which goodwill has been allocated. The value in use calculation requires the directors to estimate the future<br />
cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate<br />
present value.<br />
Basis of consolidation<br />
Subsidiaries<br />
The consolidated financial statements include subsidiaries that are controlled by the parent company. Control is<br />
presumed to exist where more than a half of the subsidiary’s voting rights are controlled by the parent company<br />
or it otherwise has the power to exercise control over the operating and financial policies so as to obtain benefits<br />
from its activities. Subsidiaries are consolidated from the date on which control is transferred to the Group and<br />
until the date that control ceases. The financial statements of the subsidiaries are prepared for the same reporting<br />
year as the parent company, using consistent accounting policies.<br />
The purchase method of accounting is used to account for the acquisition of subsidiaries other than those<br />
acquired from parties under common control. Identifiable assets acquired and liabilities and contingent liabilities<br />
assumed in a business combination are measured at their fair values at the acquisition date.<br />
The consideration transferred for the acquirer is measured at the fair value of the assets given up, equity<br />
instruments issued and liabilities incurred or assumed, including fair value of assets or liabilities from contingent<br />
consideration arrangements but excludes acquisition related costs such as advisory, legal, valuation and similar<br />
professional services. Transaction costs incurred for issuing equity instruments are deducted from equity;<br />
transaction costs incurred for issuing debt are deducted from its carrying amount and all other transaction costs<br />
associated with the acquisition are expensed.<br />
Associated companies<br />
Investments in associated companies are accounted for by the equity method and are recognised initially at cost.<br />
These are undertakings in which the Group holds from 20% to 50% of the voting rights and over which the<br />
Group exercises significant influence, but which it does not control.<br />
Equity method of accounting involves recognising in the profit or loss the Group’s share of the associate’s net<br />
profit or loss for the year and eliminating unrealised gains and unrealised losses on transactions between the<br />
Group and the associated undertaking to the extent of the Group’s interest in the associates. Dividends received<br />
75
from the associate reduce the carrying amount of the investment. The Group’s interest in the associate is carried<br />
in the statement of financial position at an amount that reflects its share of the net assets of the associate<br />
including any goodwill on acquisition. Investments in associated undertakings are reported as non-current assets<br />
in the Group’s consolidated statement of financial position.<br />
Transactions eliminated on consolidation<br />
The consolidated financial statements comprise the financial statements of the parent company and its<br />
subsidiaries as at 31 December 2011. All intra-group balances, income and expenses and unrealised gains and<br />
losses resulting from intra-group transactions are eliminated in preparing the consolidated financial statements.<br />
Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment<br />
to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as<br />
unrealised gains, but only to the extent that there is no evidence of impairment.<br />
76
PRO FORMA FINANCIAL INFORMATION<br />
Formation and Reorganisation of the Group<br />
The Group’s assets have been gradually consolidated under Eko Baltija as a holding company of Eko Baltija<br />
Group since 2007. The Issuer, as well as Eko SPV. were not a member of Eko Baltija Group (but were related<br />
parties) until the below described legal restructuring was completed on 25 April 2012. In the preparation for the<br />
Offering, the Group has completed the reorganisation to change its corporate structure. The legal restructuring<br />
consisted of in-kind contribution of 58% of shares in Eko Baltija to Eko SPV, which allowed Eko SPV to hold<br />
100% of shares in Eko Baltija, and the following in-kind contribution of 100% of shares in Eko SPV into the<br />
Issuer (for more information on current Group structure please see: “Group Structure”).<br />
The Issuer was incorporated on 11 August 2011 and during the financial year ended 31 December 2011 did not<br />
carry out active commercial operations. As of 31 December 2011 the balance sheet value of the Issuer was LVL<br />
25,336, where the liabilities consisted of paid up share capital of LVL 25,000, non-allocated profit of the year of<br />
account LVL 286 and short term liabilities in relation to taxes and compulsory state social insurance payments of<br />
LVL 50, but the assets consisted of loans to related companies of LVL 24,927 and cash of LVL 409.<br />
Before the legal restructuring the Issuer did not have control over all of the Group Companies as of 31 December<br />
2011 and therefore was not permitted to present consolidated financial statements for the whole Group for the<br />
year ended 31 December 2011. In-kind contribution of 100% of shares in Eko SPV into the Issuer had a material<br />
influence on the financial condition of the Group, due to the fact that Eko SPV is a party to financial agreements<br />
with Nordea Bank, which provided financing for management buyout of Eko Baltija Group, which was finalized<br />
in 2011.<br />
Eko SPV is party to the following agreements with Nordea Bank:<br />
<br />
<br />
Loan Agreement No 2011-387-A between Eko SPV and Nordea Bank, dated 15 September 2011, as<br />
amended, for the total amount of EUR 14,000,000, maturing on 15 September 2018. The interest rate is<br />
the aggregate of the margin of 4.5% and EURIBOR 3M. As of 31 December 2011 the outstanding<br />
amount of loan was EUR 13,662,650 (LVL 9,602,165).<br />
Nordea Client Agreement on Transactions with Derivative Financial Instruments No 11/2011 between<br />
Eko SPV and Nordea Bank, dated 15 September 2011. In accordance with the agreement the maximum<br />
exposure amount of the base currency equals to EUR 960,000 (LVL 674,692).<br />
Moreover, in-kind contribution of 100% of shares in Eko SPV into the Issuer would have influence on the results<br />
of operations of the Group for the year ended 31 December 2011, if it had been carried out in the year ended 31<br />
December 2011.<br />
Therefore, in addition to the Consolidated Financial Statements for the years ended on 31 December 2011, 2010<br />
and 2009 and the Condensed Consolidated Interim Financial Statements for the three months ended on 31 March<br />
2012, the pro forma consolidated financial information of <strong>Eco</strong> <strong>Baltia</strong> for the year ended 31 December 2011 (the<br />
“Pro Forma Financial Information”) was prepared to provide information about how the restructuring operations<br />
might have affected the financial information of the Group, if these operations had been completed by 31<br />
December 2011. The Pro Forma Financial Information was also prepared in order to ensure potential investors<br />
with comparable information about the Group and process of formation and reorganisation of the Group.<br />
The Pro Forma Financial Information has been prepared on the basis of the financial reports of the following<br />
companies of the Group: Eko Baltija, Eko SPV and the Issuer. The principles used in preparation of the Pro<br />
Forma Financial Information will be used when preparing consolidated financial reports of the Issuer for<br />
upcoming financial years.<br />
The Prospectus does not include the non-consolidated financial report of the Issuer as for period from 11 August<br />
2011 till 31 December 2011 due to the following reasons:<br />
information about the Issuer from non-consolidated financial report of the Issuer as for period from 11<br />
August 2011 till 31 December 2011 is reflected in the Pro Forma Financial Information;<br />
77
the non-consolidated report of the Issuer as for period from 11 August 2011 till 31 December 2011 does<br />
not reflect legal structure of the Group as of the date of the Prospectus and therefore could be misleading;<br />
and<br />
the non-consolidated report of the Issuer as for period from 11 August 2011 till 31 December 2011 is not<br />
material for proper presentation of the operations and financial results of the Group.<br />
Items derived from the Pro Forma Financial Information are presented below.<br />
Pro Forma Statement of Comprehensive Income<br />
As of 31<br />
December<br />
2011<br />
Historical<br />
Adjustments<br />
(LVL in thousands)<br />
As of 31<br />
December<br />
2011<br />
Pro Forma<br />
Net sales 26,595 - 26,595<br />
Cost of sales (19,354) - (19,354)<br />
Gross profit 7,241 - 7,241<br />
Selling expenses (325) - (325)<br />
Administrative expenses (2,932) - (2,932)<br />
Other operating income 284 - 284<br />
Other operating expenses (287) - (287)<br />
Write-off of long-term financial investments - - -<br />
Interest income and similar income 70 (23) 47<br />
Interest expenses and similar expenses (324) (453) (777)<br />
Other taxes (5) - (5)<br />
Profit before corporate income tax 3,722 (476) 3,246<br />
Corporate income tax for the reporting year (211) 71 (140)<br />
Deferred income tax (133) - (133)<br />
Current year profit/ (loss) and comprehensive income 3,378 (405) 2,973<br />
Attributable to:<br />
Owners of the parent 3,203 (405) 2,798<br />
Non-controlling interests 175 - 175<br />
Source: Pro Forma Financial Information<br />
78
Pro Forma Statement of Financial Position<br />
ASSETS<br />
Non-current assets<br />
As of 31<br />
December<br />
2011<br />
Historical<br />
Adjustments<br />
(LVL in thousands)<br />
As of 31<br />
December<br />
2011<br />
Pro Forma<br />
Goodwill 5,056 28,971 34,027<br />
Intangible assets 40 - 40<br />
Property, plant and equipment 5,662 - 5,662<br />
Investments in subsidiaries and associates 2 - 2<br />
Long-term loans and receivables - 25 25<br />
Other financial assets 140 - 140<br />
Total non-current assets 10,900 28,996 39,896<br />
Current assets<br />
Inventories 1,459 - 1,459<br />
Trade and other receivables 1,626 - 1,626<br />
Loans to related companies 1,852 (1,852) -<br />
Other short-term receivables 1,546 - 1,546<br />
Corporate income tax 116 - 116<br />
Other short-term financial investments 1 - 1<br />
Cash and cash equivalents 966 - 966<br />
Total current assets 7,566 (1,852) 5,714<br />
Total assets 18,466 27,144 45,610<br />
Source: Pro Forma Financial Information<br />
79
EQUITY AND LIABILITIES<br />
Capital and reserves<br />
As of 31<br />
December<br />
2011<br />
Historical<br />
Adjustments<br />
(LVL in thousands)<br />
As of 31<br />
December<br />
2011<br />
Pro Forma<br />
Share capital 150 22,275 22,425<br />
Share premium 5,442 (5,442) -<br />
Reorganization reserve (4,625) 4,625 -<br />
Retained earnings 4,072 (4,072) -<br />
Equity attributed to the shareholders 5,039 17,386 22,425<br />
Non-controlling interests 1,080 - 1,080<br />
Total equity 6,119 17,386 23,505<br />
Non-current liabilities<br />
Interest bearing borrowings 5,556 8,111 13,667<br />
Finance lease liabilities 1,085 - 1,085<br />
Deferred tax liabilities 317 - 317<br />
Deferred income 182 - 182<br />
Total non-current liabilities 7,140 8,111 15,251<br />
Current liabilities<br />
Trade and other payables 999 - 999<br />
Interest bearing borrowings 2,392 1,437 3,829<br />
Finance lease liabilities 595 - 595<br />
Deferred income and customer prepayments 215 - 215<br />
Corporate income tax liabilities 43 - 43<br />
Derivatives - 210 210<br />
Tax liabilities 246 - 246<br />
Other liabilities 717 - 717<br />
Total current liabilities 5,207 1,647 6,854<br />
Total liabilities 12,347 9,758 22,105<br />
Total equity and liabilities 18,466 27,144 45,610<br />
Source: Pro Forma Financial Information<br />
80
Pro Forma Statement of Cash Flows<br />
As of 31<br />
December<br />
2011<br />
Historical<br />
Adjustments<br />
(LVL in thousands)<br />
As of 31<br />
December<br />
2011<br />
Pro Forma<br />
Net cash from operating activities 4,989 298 5,287<br />
Net cash used in investing activities (7,764) (9,393) (17,157)<br />
Net cash used in financing activities 2,885 9,095 11,980<br />
Profit or loss from currency fluctuations (3) - (3)<br />
Net increase in cash and cash equivalents 107 - 107<br />
Source: Pro Forma Financial Information<br />
81
INDUSTRY OVERVIEW<br />
Macroeconomic data in Latvia and the Baltics<br />
The Group concentrates its business activities in Latvia, however it is also active in other Baltic countries -<br />
Lithuania and Estonia.<br />
Latvia<br />
In 2004 Latvia became a member of the EU. Since May 2005 Latvia has been part of the ERM II and committed<br />
to observe a central exchange rate of LVL 0.702804 to EUR 1 with a fluctuation band of ±15%, but Latvia<br />
unilaterally maintains a 1% fluctuation band around the central rate.<br />
The table below presents the population in Latvia in years 2007-2011 (in millions).<br />
2011 2010 2009 2008 2007<br />
Population 2.23 2.25 2.26 2.27 2.28<br />
Source: Eurostat<br />
Latvia with its 2.23 million population is one of the smallest countries in Europe. The population has been<br />
slowly decreasing during the past five years.<br />
The table below presents main macroeconomic indicators in Latvia in years 2007-2013.<br />
real GDP growth rate (% change on<br />
previous year)<br />
GDP per capita, market prices<br />
(EUR thousand)<br />
2013 2012 2011 2010 2009 2008 2007<br />
3.6* 2.2* 5.5 (0.3) (17.7) (3.3) 9.6<br />
- - 9.7 8.0 8.2 10.1 9.2<br />
inflation rate (%) - - 4.2 (1.2) 3.3 15.3 10.1<br />
unemployment rate (%) - - 16.2 18.7 17.1 7.5 6.0<br />
* forecast<br />
Source: Eurostat<br />
The economic growth of Latvia after accession in 2004 remained one of the highest in the EU until 2007. The<br />
Latvian economy was heavily affected by the crisis and the GDP growth rate started to decrease in 2008 and<br />
plummeted in 2009 by almost 18%. The Latvian government nationalized Parex Bank, the country’s second<br />
largest bank and was forced to ask the International Monetary Fund and the European Union for an emergency<br />
bailout loan. The state authorities reacted to the crisis by, inter alia, increase in taxes and sharp cuts in the state<br />
expenses. In accordance with Eurostat in 2011 GDP in Latvia increased by 5.5% as compared to 2010.<br />
Moreover, Eurostat estimates that Latvian GDP will continue to increase in 2012 and 2013.<br />
The GDP per capita decreased after 2008 as a result of the crisis, partially reflecting the measures undertaken by<br />
the government in response to the economic situation. However, it should be underlined that in 2011 GDP per<br />
capita in Latvia was EUR 9,700, constituting a 21.3% growth as compared to 2010.<br />
After accession to the EU the inflation rate in Latvia was growing continuously reaching peak in 2008. The<br />
dynamic of the inflation rate growth in 2008 resulted from overheating of the economy, fuelled by, inter alia,<br />
easy access to crediting. The decrease in the following years was attributable to down turn of the economic.<br />
According to Eurostat, in 2011 inflation rate was 4.2%.<br />
The unemployment rate in Latvia increased dramatically, reaching double digits, after 2008 financial turmoil. In<br />
accordance with Eurostat in 2011 the unemployment rate in Latvia was 16.2%.<br />
The table below sets forth data on annual disposable income per household (constant 2010 value) in Latvia in<br />
years 2011-2020.<br />
82
2020 2015 2011 Change<br />
(in thousands of households) (%)<br />
above USD 500 799 805 809 (1.2)<br />
above USD 1000 797 802 805 (1.1)<br />
above USD 5000 751 742 732 2.5<br />
above USD 10,000 657 622 589 11.6<br />
above USD 25,000 352 280 222 58.6<br />
above USD 45,000 131 87 60 119.7<br />
above USD 75,000 39 28 22 82.6<br />
above USD 150,000 14 11 9 56.4<br />
Source: Euromonitor International<br />
The provided data indicate that in general the number of households with the lowest annual disposable income<br />
will decrease by 2020. At the same time framework, the number of households with annual disposable income<br />
per household above USD 25,000 will increase significantly which should drive the increase in consumer<br />
spending in the future.<br />
Lithuania<br />
Lithuania became member of the EU in 2004. Since June 2004 Lithuania has been part of the ERM II and<br />
committed to observe a central exchange rate of litas 3.45280 to EUR 1.00 with a fluctuation band of ±15%, but<br />
Lithuania unilaterally maintains a 0% fluctuation band around the central rate.<br />
The table below presents main macroeconomic indicators in Lithuania in years 2007-2013.<br />
2013 2012 2011 2010 2009 2008 2007<br />
population (millions) - - 3.24 3.33 3.35 3.37 3.38<br />
real GDP growth rate (% change on<br />
previous year)<br />
GDP per capita, market prices<br />
(EUR thousand)<br />
3.5* 2.4* 5.9 1.4 (14.8) 2.9 9.8<br />
- - 9.5 8.4 8.0 9.7 8.5<br />
inflation rate (%) - - 4.1 1.2 4.2 11.1 5.8<br />
unemployment rate (%) - - 15.4 17.8 13.7 5.8 4.3<br />
* forecast<br />
Source: Eurostat<br />
Estonia<br />
Estonia became member of the EU in 2004. Since 1 January 2011 has been part of the euro zone.<br />
The table below presents main macroeconomic indicators in Estonia in years 2007-2013.<br />
2013 2012 2011 2010 2009 2008 2007<br />
population (millions) - - 1.34 1.34 1.34 1.34 1.34<br />
real GDP growth rate (% change on<br />
previous year)<br />
GDP per capita, market prices<br />
(EUR thousand)<br />
3.8* 1.6* 7.6 2.3 (14.3) (3.7) 7.5<br />
- - 11.9 10.7 10.3 12.2 12.0<br />
inflation rate (%) - - 5.1 2.7 0.2 10.6 6.7<br />
unemployment rate (%) - - 12.5 16.9 13.8 5.5 4.7<br />
* forecast<br />
Source: Eurostat<br />
83
Comparison<br />
The chart below presents real GDP per capita (EUR in thousands) in the selected European countries in 2011.<br />
40<br />
35.8<br />
35.6<br />
33.5<br />
31.4<br />
30<br />
26.0<br />
25.1<br />
23.3<br />
20<br />
19.0<br />
16.1<br />
10<br />
12.7<br />
11.9<br />
10.1<br />
9.7<br />
9.5<br />
9.3<br />
5.8<br />
4.8<br />
0<br />
Austria<br />
Finland<br />
Belgium<br />
Germany<br />
Italy<br />
EU average<br />
Spain<br />
Greece<br />
Portugal<br />
Slovakia<br />
Estonia<br />
Hungary<br />
Latvia<br />
Lithuania<br />
Poland*<br />
Romania*<br />
Bulgaria*<br />
* data for 2010<br />
Source: Eurostat<br />
With its GDP per capita in 2011 amounting to EUR 6,400 Latvia belongs to the EU members with the lowest<br />
GDP per capita also behind Estonia (EUR 9,000) and Lithuania (EUR 7,300). Moreover, Latvian GDP per capita<br />
is much lower than the EU average of EUR 23,300 providing significant room for convergence.<br />
Characteristics of Waste Management in the EU<br />
By definition waste means any substance or object which the holder discards or intends or is required to discard.<br />
There are different types and divisions of waste. There are, e.g., municipal waste (meaning waste from<br />
households, as well as other waste which, because of its nature or composition, is similar to waste from<br />
household), commercial waste (consisting of waste from premises used wholly or mainly for the purposes of a<br />
trade or business or for the purpose of sport, recreation, education or entertainment), industrial waste (being a<br />
type of waste produced by industrial activity, such as that of factories, mills and mines), construction waste<br />
(consisting of unwanted material produced directly or incidentally by the construction or industries) and<br />
demolition waste (meaning waste debris from destruction of a building). In accordance with other classifications<br />
waste could be divided into, e.g., packaging waste (where packaging means all products made of any materials<br />
of any nature to be used for the containment, protection, handling, delivery and presentation of goods, from raw<br />
materials to processed goods, from the producer to the user or the consumer), waste electrical and electronic<br />
equipment or WEEE (covering variety of household appliances, IT and telecommunication equipment etc.),<br />
waste goods harmful to the environment or GHE (including, e.g., batteries, tires, oils filters etc.) or hazardous<br />
waste (covering broad set of, e.g., toxic, explosive, flammable, corrosive waste).<br />
Waste management is a process, which consists of collection, transportation, recovery and disposal of waste,<br />
including the supervision of such operations and the after-care of disposal sites, as well as actions taken as a<br />
dealer or broker. Collection of waste is, in general, the process of gathering of waste, including the preliminary<br />
sorting and storage of waste, for the purposes of transport to a waste treatment facility. Further, generated waste,<br />
which was collected, could be treated, what means carrying out certain activities required to ensure that waste<br />
has the least impact on the environment.<br />
Waste could be treated in various ways, including, e.g., deposit into or onto land (e.g. landfill etc.), biological<br />
treatment (e.g. composting), incineration and recovery (including recycling). Before landfilling the waste can be<br />
pre-treated, meaning extraction of certain recyclable waste by means of mechanical sorting. Process of recovery<br />
is understood as any operation the principal result of which is waste serving a useful purpose by replacing other<br />
materials which would otherwise have been used to fulfil a particular function. Recycling is any recovery<br />
84
operation by which waste materials (named recyclables) are reprocessed into products, materials or substances<br />
whether for the original or other purposes.<br />
Waste management occupies an important place in the EU policy. First of all, one of the main objectives of the<br />
EU regarding waste management, as manifested in many EU framework documents (programs and strategies), is<br />
to decouple the generation of waste from economic growth. Second of all, the EU aims at minimising the<br />
negative effects of the generation and management of waste on human health and the environment, and reducing<br />
the use of resources. To support the second aim the EU adopted the waste hierarchy, which should apply as a<br />
priority order in waste prevention legislation and policy throughout the EU. The waste hierarchy is as follows: (i)<br />
prevention; (ii) preparing for re-use; (iii) recycling; (iv) other recovery, e.g., energy recovery; and (v) disposal.<br />
In general the EU legislation implements the polluter-pays principal, where the costs of waste management<br />
should be borne by the original waste producers or by the current waste holders. Moreover, the EU has<br />
implemented various steps to encourage either original waste producers or current waste holders to recover waste<br />
in order to reduce the final disposal of waste. In accordance with European Parliament and Council Directive<br />
94/62/EC of 20 December 1994 on packaging and packaging waste Member States have been obliged to achieve<br />
certain levels of recovery and recycling of packaging waste. Certain obligations have been also imposed on the<br />
Member States in regard to recovery and recycling of WEEE (in accordance with Directive 2002/96/EC of the<br />
European Parliament and of the Council of 27 January 2003 on waste electrical and electronic equipment<br />
(WEEE)). Detailed regulations on means to meet obligations contained in above mentioned acts should have<br />
been implemented in legal framework of each Member State.<br />
The following tables summarize basic data on waste management in the EU.<br />
The table below presents data on municipal waste generated in selected EU countries in years 2007 – 2010<br />
(kilogram per capita).<br />
2010 2009 2008 2007<br />
Denmark 673* 762 830 790<br />
Germany 583* 592 589 582<br />
Finland 470 480 521 506<br />
Slovenia 422 448 457 439<br />
Hungary 413 430 454 457<br />
Bulgaria 410 470 474 433<br />
Lithuania 381 361 408 401<br />
Romania 365* 362* 392* 379*<br />
Slovakia 333 322 328 309<br />
Czech Republic 317 316 305 293<br />
Poland 315* 316* 320* 322*<br />
Estonia 311 346 391 449<br />
Latvia 304 334 332 378<br />
EU (27 countries) 503 510 520 523<br />
Euro area (16 countries) 542 549 555 556<br />
* estimated values<br />
Source: Eurostat<br />
As the table above presents, generation of waste per capita in Latvia in years 2007 – 2010 was substantially<br />
lower than the average for the EU countries. In the presented period the amount of waste generated in Latvia per<br />
capita was also lower than in the neighbouring Lithuania and Estonia. This trend is in general due to lower GDP<br />
per capita in Latvia in comparison with most of the EU countries.<br />
85
The table below presents data on waste by category of treatment in selected EU countries in 2010 (in kilogram<br />
per capita).<br />
Waste treated Landfilled Recycled* Incinerated**<br />
Denmark 673 23 284 365<br />
Germany 583 2 361 220<br />
Slovenia 471 272 194 5<br />
Finland 470 212 154 104<br />
Hungary 413 284 89 41<br />
Bulgaria 404 404 0 0<br />
Lithuania 348 328 19 0<br />
Slovakia 322 260 29 34<br />
Latvia 304 275 29 0<br />
Czech Republic 303 205 50 47<br />
Romania 294 290 4 0<br />
Poland 263 193 68 3<br />
Estonia 261 199 61 0<br />
EU (27 countries) 487 186 193 108<br />
Euro area (16 countries) 530 163 230 137<br />
* Material recycling and other forms of recycling (including composting)<br />
** Including energy recovery<br />
Source: Eurostat<br />
Presented data indicates that waste in Latvia is mostly disposed at the landfills (app. 91%) and to the less extend<br />
recycled (app. 9%). Latvia does not use incineration as a category of treatment. In comparison to the average for<br />
the entire EU (where app. 38% of waste is landfilled, app. 40% of waste is recycled and incineration covers app.<br />
22% of waste treatment), it should be noted that Latvia is well below those averages. Similar trends could be<br />
observed for other Baltic countries and Central and Eastern Europe in general.<br />
Characteristics of Waste Management Industry in the Baltics<br />
Overview<br />
The Group concentrates its operations on waste management industry in Latvia. However, due to limited<br />
capacity of the Latvian market, some business operations of the Group are carried throughout the Baltics.<br />
The table below presents main indicators regarding waste generation in the Baltics in years 2007-2010 (in<br />
thousands tonnes).<br />
Latvia 2010 2009 2008 2007<br />
Waste generated 680 753 752 861<br />
Waste collected (total treatment) 680 753 756 782<br />
Waste treated as percentage of waste generated 100% 100% 101% 91%<br />
Deposit onto or into land 617 694 705 735<br />
Waste deposited onto or into land as percentage of<br />
waste treated<br />
91% 92% 93% 94%<br />
Material recycling 60 56 43 38<br />
Waste recycled as percentage of waste treated 9% 7% 6% 5%<br />
Other treatment* 3 3 8 9<br />
Waste treated in other way as percentage of waste<br />
0% 0% 1% 1%<br />
treated<br />
* Including other than material recycling forms of recycling (e.g. composting)<br />
Source: Eurostat<br />
86
Lithuania 2010 2009 2008 2007<br />
Waste generated 1,253 1,206 1,369 1,354<br />
Waste collected (total treatment) 1,142 1,146 1,292 1,297<br />
Waste treated as percentage of waste<br />
generated<br />
91% 95% 94% 96%<br />
Deposit onto or into land 1,079 1,093 1,237 1,245<br />
Waste deposited onto or into land as<br />
percentage of waste treated<br />
94% 95% 96% 96%<br />
Material recycling 43 37 40 29<br />
Waste recycled as percentage of waste<br />
treated<br />
4% 3% 3% 2%<br />
Other treatment* 20 16 15 23<br />
Waste treated in other way as percentage<br />
2% 1% 1% 2%<br />
of waste treated<br />
* Including other than material recycling forms of recycling (e.g. composting)<br />
Source: Eurostat<br />
Estonia 2010 2009 2008 2007<br />
Waste generated 417 464 524 602<br />
Waste collected (total treatment) 349 383 440 531<br />
Waste treated as percentage of waste<br />
generated<br />
84% 83% 84% 88%<br />
Deposit onto or into land 267 287 333 390<br />
Waste deposited onto or into land as<br />
percentage of waste treated<br />
77% 75% 76% 73%<br />
Material recycling 50 52 78 122<br />
Waste recycled as percentage of waste<br />
treated<br />
14% 14% 18% 23%<br />
Other treatment* 32 44 29 19<br />
Waste treated in other way as percentage<br />
9% 11% 6% 4%<br />
of waste treated<br />
* Including other than material recycling forms of recycling (e.g. composting)<br />
Source: Eurostat<br />
In accordance with presented data, in 2010 in Latvia 100% of generated waste was treated (either landfilled or<br />
recycled). It should be noted that the same trend wasn’t observed in Estonia and Lithuania, where not all<br />
generated waste was treated. In years 2007 – 2010 in all three Baltic countries majority of waste was landfilled.<br />
Other treatment ways as percentage of total waste treated ranged in 2010 from 23% in Estonia, 9% in Latvia to<br />
6% in Lithuania. In all three Baltic States material recycling was the most popular way of waste treatment (apart<br />
from depositing onto or into land). Waste recycled as percentage of total waste treated ranged in 2010 from 14%<br />
in Estonia, 9% in Latvia to 4% in Lithuania.<br />
Major competitors of the Group in waste management industry in the Baltics<br />
Latvia<br />
The Group is the largest player in the waste management industry in Latvian market in terms of turnover, while<br />
the second largest player is Finnish Lassila & Tikanoja (L&T). Largest part of revenues generated by<br />
competitors of <strong>Eco</strong> <strong>Baltia</strong> is generated from waste collection services.<br />
The table below sets forth financial data of four biggest waste management companies in Latvia for periods<br />
indicated.<br />
87
Revenue for the<br />
year ended 31<br />
December 2011<br />
Revenue for the<br />
year ended 31<br />
December 2010<br />
Change<br />
2011/2010<br />
EBITDA margin<br />
for the year ended<br />
31 December 2011<br />
LVL in thousands % %<br />
The Group 26,595 21,088 26 20<br />
L&T* 12,041 12,977 (7) 25<br />
Vides Investicijas** 4,811 4,214 14 11<br />
Ragn Sells 1,892 1,565 21 6<br />
* Revenue of L&T in the year ended 31 December 2011 are taken from the annual report for the year ended 31 December 2011 and EBITDA<br />
margin is presented as of year ended 31 December 2010 (latest available information);<br />
** Formerly Veolia.<br />
Source: Annual reports of L&T, <strong>Eco</strong> <strong>Baltia</strong>, Veolia and Ragn Sells; available through: www.lursoft.lv<br />
Lithuania<br />
Leaders of Lithuanian waste management industry are: <strong>Eco</strong>novus (owned by local investors - Avestis Group)<br />
and <strong>Eco</strong>service (owned by large facility management company - City Service). Smaller market player is V<strong>SA</strong><br />
Vilnius.<br />
The table below sets forth data on revenues of three biggest waste management companies in Lithuania for the<br />
year ended 31 December 2010.<br />
Revenue<br />
LVL in thousands<br />
<strong>Eco</strong>novus 9,157<br />
<strong>Eco</strong>service 7,306<br />
V<strong>SA</strong> Vilnius 3,722<br />
Source: Annual reports of <strong>Eco</strong>service and V<strong>SA</strong> Vilnius; available through: www.registrucentras.lt; information on revenues of <strong>Eco</strong>novus was<br />
obtained from: http://www.avestis.lt/index.php?page_id=19&news_id=99<br />
Estonia<br />
Estonian waste management market is dominated by Swedish Ŗagn-Sells and French Veolia.<br />
The table below sets forth data on revenues of three biggest waste management companies in Estonia for the<br />
year ended 31 December 2010.<br />
Revenue<br />
LVL in thousands<br />
Ragn Sells 14,171<br />
Veolia EE 11,648<br />
Eesti Pakendiringlus 3,167<br />
Source: Annual reports of Ragn Sells, Veolia EE and Eesti Pakendiringlus; available through: www.ariregister.rik.ee<br />
Characteristics of Waste Management Industry in Latvia<br />
Waste management industry in Latvia could be divided into the following segments: organisation of waste<br />
recovery, waste collection, sorting and trading of recyclables, recycling and landfilling.<br />
Organisation of waste recovery<br />
Overview<br />
In accordance with European Parliament and Council Directive 94/62/EC of 20 December 1994 on packaging<br />
and packaging waste Latvia has been obliged to achieve certain levels of recovery and recycling of packaging<br />
materials.<br />
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The table below presents Latvia’s annual recovery targets for different types of packaging materials for years<br />
2007-2015 (in %).<br />
2015 2014 2013 2012 2011 2010 2009 2008 2007<br />
Glass 65 63 61 58 55 50 45 40 35<br />
Plastic 41 40 39 37 36 35 32 28 21<br />
Metal 50 49 48 46 45 44 42 38 30<br />
Wood 29 28 28 27 27 26 25 25 24<br />
Paper, cardboard 83 82 81 79 78 77 76 74 67<br />
Total all materials 60 59 58 56 55 54 52 51 50<br />
Source: Cabinet Regulation No. 983 to the Packaging Law, dated 19 September 2010<br />
In order to meet the required levels of recovery of packaging waste, as well as to encourage proper treatment of<br />
other types of waste, the legislation of the Republic of Latvia set out the producers’ and importers’ responsibility<br />
for the environmental impact of packaging and disposable tableware and accessories, WEEE, as well as GHE.<br />
The system applies the principal ‘polluter pays’, where all the producers and importers of packaged goods,<br />
electric and electronic equipment and goods harmful to the environment are obliged either to collect and recycle<br />
those waste by themselves and pay the NRT or transfer the collection and recycling duties to the producers’<br />
responsibility organization (“PRO”). The clients of PRO transfer the responsibility for execution of recycling<br />
quota of the certain types of waste to PRO, which procure waste recovery so that their clients are exempted from<br />
the NRT. For more information please see: “Regulatory Information – Environmental and other Licenses and<br />
Permits”.<br />
The table below presents NRT rates for different types of packaging products (EUR per ton).<br />
Since 2009 2008 2007<br />
Glass 357 286 229<br />
Polymers (including PET) 929 857 571<br />
Metal 1,000 643 343<br />
Wood, paper, cardboard 214 214 71<br />
Source: Natural Resources Tax Law of the Republic of Latvia, dated 15 December 2005<br />
PRO in cooperation with waste management organisations (collectors, traders, recyclers) develops the system for<br />
separate collection of waste and organises recycling of the collected materials and implements activities to<br />
educate and motivate the inhabitants. The payment for the services provided by PRO is even up to 95 % lower<br />
than the amount of NRT for an identical volume of materials.<br />
The table below presents data on fees for waste recovery in 2012 in different EU countries (EUR per tonne, VAT<br />
excluded).<br />
Material<br />
Latvia<br />
Estonia (Sales<br />
packaging)<br />
Estonia<br />
(Transport<br />
packaging)<br />
Lithuania<br />
Glass 56.3 102.0 - 59.37<br />
Paper, cardboard 33.0 105.0 93.0 1.3<br />
Plastics (polymers) 149.1 409.0 109.0 27.51*<br />
Metal 68.3 255.0 128.0 27.51<br />
Wood 15.6 41.0 41.0 1.3<br />
* excluding PET<br />
Source: Official website of PRO Europe, http://pro-e.org/Overviewoflicensefees.html<br />
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The table below presents amounts of different types of packaging waste under PRO recovery in Latvia in years<br />
2009 – 2013 (in tonnes).<br />
2011 2010 2009<br />
Glass 51,200 49,042 42,608<br />
Polymers 34,203 33,078 27,984<br />
Metal 9,852 9,279 7,777<br />
Paper, cardboard 60,207 59,846 54,707<br />
Wood 47,205 48,885 39,948<br />
Total 202,667 200,130 173,024<br />
Source: The Latvian Environmental Protection Fund Administration<br />
The table below presents amounts of WEEE under PRO management in years 2009 – 2011 (in tonnes).<br />
2011 2010 2009<br />
WEEE 15,704 15,441 15,555<br />
Source: The Latvian Environmental Protection Fund Administration<br />
The table below presents amounts of different types of GHE under PRO management in years 2009 – 2011 (in<br />
tonnes and pieces).<br />
2011 2010 2009<br />
Lubricant oils 18,532 16,275 12,737<br />
Electric batteries, led 4,940 3,788 2,623<br />
Electric batteries, Ni-Cd and Fe-Ni 44 42 36<br />
Galvanic elements and galvanic batteries 349 330 290<br />
Other electric batteries 61 59 21<br />
All types of tires 12,100 8,601 5,437<br />
Total 36,026 29,094 21,144<br />
Oil filters (piece) 557,321 556,399 488,684<br />
Source: The Latvian Environmental Protection Fund Administration<br />
Market structure<br />
According to calculations based on data from Latvian Environmental Protection Fund Administration (calculated<br />
as percentage of total volume of waste under PRO’s management) LZP had 52% market share in organisation of<br />
waste recovery segment in 2011.<br />
Due to the high market entry barriers (high capital investments and licensing requirement) the packaging waste<br />
segment is dominated by two local players: LZP (the Group <strong>Company</strong>) and Zala Josta. The smallest market<br />
player Zalais Centrs is locally owned company, mainly competing with lower prices. In 2011 LZP had 60%<br />
market share (calculated as percentage of total volume of packaging waste under PRO’s management) in<br />
packaging waste recovery segment.<br />
The WEEE segment is also characterized by the high market entry barriers due to capital investments and<br />
licensing requirements. There are three main players operating in this segment: LZP, Latvijas Zalais Elektrons<br />
and Zala Josta. In 2011 LZP had 23% market share (calculated as percentage of total volume of WEEE under<br />
PRO’s management) in WEEE recovery segment. The other two market players have been increasing their<br />
market shares by decreasing prices, while LZP has maintained a loyal client base, mainly servicing those<br />
companies, which also have packaging waste or GHE to be recovered.<br />
As two other organisations of waste recovery segments, the GHE segment is also characterized by the high<br />
market entry barriers due to capital investments and licensing requirements. The main market participants are<br />
LZP and Zala Josta. Other relatively small market participants are locally owned companies. In 2011 LZP had<br />
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20% market share (calculated as percentage of total volume of GHE, excluding oil filters, under PRO’s<br />
management) in GHE recovery segment.<br />
Waste Collection<br />
Overview<br />
Municipal solid waste forms the major part of total waste collected in Latvia, followed by construction and bulky<br />
waste, WEEE and GHE. Waste collection companies collect different types of waste and transport them to:<br />
landfills, companies that purchase, sort and trade recyclable waste, or waste recyclers.<br />
Market for waste collection is regionally fragmented – there are 10 waste management regions, each having its<br />
rules, tariffs and market participants. This is caused by the delegation of waste management tasks to<br />
municipalities in accordance with the legislation (please see: “Regulatory Information - Environmental and other<br />
Licenses and Permits”). In 5 out of 10 waste management regions the waste collection market is still controlled<br />
by companies which are owned by municipalities. The regions where private waste collection companies operate<br />
are: capital city of Riga and its region, Piejura, Liepaja, Austrumlatgale and Zemgale.<br />
The chart below presents percentage breakdown of waste landfilled in Latvian regions in 2010.<br />
Piejura*<br />
6%<br />
Others<br />
14%<br />
Zemgale<br />
7%<br />
Riga region<br />
48%<br />
Liepaja region<br />
7%<br />
Dienvidlatgale**<br />
7%<br />
Austrumlatgale***<br />
11%<br />
* In English: Costal region<br />
** In English: Southern Latgale<br />
*** In English: Eastern Latgale<br />
Source: Latvian Environment, Geology and Meteorology Centre<br />
According to the chart presented above almost half of waste landfilled in Latvia, are disposed in Riga region.<br />
Based on the assumption, that most of waste generated in the region is landfilled in the same region (due to costs<br />
of transportation), it could be stated that Riga region generates almost half of total volume of waste generated in<br />
Latvia.<br />
Waste collection companies are also involved in providing broader range of services, e.g., street and beach<br />
cleaning; communal services: city cleaning in winter and summer, grass mowing, planting of greenery and daily<br />
maintenance, biological waste management and sewage and pit services.<br />
Market structure<br />
Both local and international companies are present on the Latvian waste collection market. International market<br />
participants include Finnish Lassila & Tikanoja (hereinafter L&T) and Swedish Ragn Sells. Each of 5 regions,<br />
where private waste collection companies operate, differs in terms of companies present on the waste collection<br />
market.<br />
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Riga and its region, as the biggest, is the most competitive. The following companies are active in this market:<br />
L&T, Vides Investicijas (company which acquired business of Veolia in Latvia in May 2012), Ragn Sells, and<br />
the Group.<br />
In Piejura (Costal) region, the biggest market share belongs to the Group Companies - Jurmalas ATU and<br />
Kurzemes Ainava, with minor competition from other waste collection companies.<br />
Waste collection market in Liepaja region is divided between Eko Kurzeme (Group <strong>Company</strong>), having strong<br />
position and company Nordia.<br />
Waste collection market in Austrumlatgale (Eastern Latgale) region is divided between Vides Investicijas<br />
(formerly Veolia), L&T and regional municipal companies.<br />
Waste collection market in Zemgale region is dominated by Jelgava Kulk, with smaller market share of regional<br />
municipal companies.<br />
Recyclables Sorting and Trading<br />
Overview<br />
Companies active in this market purchase or collect materials that can be recycled from waste management<br />
companies and companies that generate packaging waste. The major part of materials being recycled are:<br />
packaging waste (paper and cardboard, polymers, glass, metal), GHE and WEEE. The purchased material is then<br />
sorted and sold as raw materials to recyclers (both in Latvia and abroad) for further recycling or regeneration.<br />
Sorting and trading market is closely correlated with organisation of waste recovery market and companies<br />
present in this market widely cooperate with PROs.<br />
Market structure<br />
Both Latvian and international companies are active on sorting and trading market. Key market players are: the<br />
Group <strong>Company</strong> - Eko Reverss (paper and cardboard, PET and PE, glass, metal, tires, mineral oils and WEEE ),<br />
L&T (paper and cardboard, PET and PE), Vides Investicijas (paper and cardboard, PET and PE, glass), Ragn<br />
Sells (paper and cardboard), Gofre Baltija (paper and cardboard, PET and PE), Juglas Papirs (paper and<br />
cardboard), MKK (paper and cardboard), Pak Demiks (PET and PE) and Riork (paper and cardboard, PET and<br />
PE). Depending on their strategy and core activities market participants implement different business models: (i)<br />
sorting of recyclables collected by group companies, buying additional recyclables and then exporting them or<br />
supplying group companies (Eko Reverss), (ii) sorting own (collected) recyclables, buying small amount of<br />
recyclable material from industrial companies and then exporting them (L&T, Vides Investicijas, Ragn Sells),<br />
(iii) buying recyclables and then exporting them (Gofre Baltija, Juglas Papirs, MKK, Pak Demiks, Riork).<br />
The chart below sets forth market structure in export of recyclables in 2010.<br />
Eko Reverss<br />
41%<br />
L&T<br />
18%<br />
Other market<br />
players<br />
41%<br />
Source: Latvian Environment, Geology and Meteorology Centre<br />
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In accordance with data from Latvian Environment, Geology and Meteorology Centre 41% of total amount of<br />
recyclables exported from Latvia was exported by Eko Reverss. The second biggest exporter was L&T with 18%<br />
share. Other market participants had 41% export market share.<br />
Recycling<br />
Overview<br />
Latvian recycling market cannot be treated as purely local market, but part of regional market instead. Therefore<br />
it is difficult to estimate its size on the country level. Recycling companies usually specialize in one specific<br />
sector depending on the type of material they recycle.<br />
All market participants in Latvia are niche oriented with focus on one specific type of material. Main Latvian<br />
companies operating on the recycling market are as follows: Nordic Plast (LDPE and HDPE pellets), PET Baltija<br />
(PET flakes), Ligatnes paper mill (paper and cardboard), Juglas papirs (paper and cardboard), Tolmets (scrap<br />
metal) and Liepajas Metalurgs (scrap metal).<br />
PET and polymers collected in Latvia are mainly recycled locally. PET Baltija has strong position in the Baltic<br />
region in PET bottles recycling, while Nordic Plast is the leading PE recycler in Latvia and has strong position in<br />
the Baltics. Other independent market participants in the region are: Preformia (Finland) and Plastitehase<br />
(Estonia).<br />
Paper and cardboard waste collected in Latvia is mainly exported for recycling and regeneration due to<br />
insufficient local processing capacities. Lithuanian recycling factories obtain the most paper and cardboard waste<br />
for recycling in the Baltics. Key players in the region are: Klaipedos Kartonas (Lithuania), Ligatnes paper mill<br />
and V.L.T. (both Latvia).<br />
Glass waste from Latvia is mainly exported to recyclers in Estonia, Lithuania, Belarus and Ukraine, since local<br />
recycling factories have terminated their operations due to their small size. Key market participants in the region<br />
are: Jarvakandi klaas (Estonia), Jelizava (Belarus), Warta Glass Panevezys (Lithuania) and Vetropac (Ukraine).<br />
PET recycling<br />
The Group is active in recycling of PET raw material into PET flakes.<br />
The chart below presents data on maximum output capacity of European PET recycling industry in years 2003-<br />
2011 (tonnes in thousands).<br />
1500<br />
1102<br />
1218<br />
1305<br />
1000<br />
825<br />
935 952<br />
562<br />
603<br />
693<br />
500<br />
0<br />
2003 2004 2005 2006 2007 2008 2009 2010 2011<br />
Source: Petcore, 2012<br />
According to estimates based on data from Petcore in 2011 PET Baltija was market leader in both Latvia and the<br />
Baltics with 100% and 86% market share respectively. Looking on the broader perspective, market share of PET<br />
Baltija could be estimated (based on data from Petcore) on: 9% in CEE and Scandinavia and 1.8% in Europe.<br />
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128 126 110<br />
98 96 100<br />
Landfilling<br />
Landfills are currently primarily places to dispose waste. During last 10 years more than 500 waste disposal sites<br />
were closed in Latvia. Currently, 10 up to date landfill sites are operational. Each waste management region has<br />
one landfill, which is owned by the regional municipality. The biggest landfill in Latvia is Eko Getlini, which is<br />
located 15 kilometres from the centre of Riga.<br />
As of today vast majority of waste is disposed without any treatment. Although, in accordance with EU<br />
regulations implemented in the Latvian law, in the nearest future all landfilled waste should be pre-treated,<br />
meaning that before being disposed of in landfill, all waste must be treated to reduce its quantity and/or its<br />
environmental impact.<br />
According to data released by the Latvian Public Utilities Commission landfill tariffs in Latvia in 2012 range<br />
from EUR 20 per tonne to EUR 32.2 per tonne, amounting to EUR 23.7 per tonne in Getlini Eko, EUR 31.9 per<br />
tonne on Liepajas RAS and EUR 27.5 per tonne on Piejura (all presented amounts excluding VAT).<br />
The chart below presents data on average price for waste disposal on landfills in certain EU countries in 2012 (in<br />
EUR per tonne).<br />
200<br />
182<br />
150<br />
135<br />
100<br />
87<br />
50<br />
43 40 35 33<br />
28 23<br />
0<br />
Source: Confederation of European Waste-to-Energy Plants, Landfill taxes & bans, 12 December 2011<br />
In accordance with the chart presented above, average price for waste disposal on landfills in Latvia is<br />
substantially lower than in other EU countries. It should be underlined that average price for waste disposal on<br />
landfills in Latvia is lower than in other Baltic States - Lithuania and Estonia.<br />
Industry Prospects<br />
The waste management industry in Latvia, as well as in other Baltic States, is undergoing rapid convergence<br />
with developed Western European countries. The following factors could be deemed as having crucial role in<br />
future development of waste management industry in Latvia:<br />
<br />
<br />
<br />
Increase in waste generation. While undergoing economical and social convergence to the levels of<br />
development of Western European countries and level of residual income and domestic consumption<br />
levels of per capita waste produced in Latvia should increase in accordance with increase in average<br />
income levels of the population.<br />
Decrease in waste disposal on landfills. In accordance with the EU policy, Latvia should decrease volume<br />
of waste disposed into or onto land. This could be reached by, e.g. pre-treatment of waste. In other EU<br />
countries (including, e.g., Estonia) this target was reached by increase of taxes for landfill waste. In<br />
accordance with Confederation of European Waste-to-Energy Plants dated 12 December 2011 the<br />
environmental tax for landfill in Estonia will raise 20% per year until 2015.<br />
Increase in packaging waste recycling and recovery ratio. In accordance with EU legislation implemented<br />
in Latvia the ratios of recovered waste in 2015 should reach 60% (from 55% in 2011) of total packaging<br />
waste generated.<br />
94
Opening market for waste collection in certain regions. Currently 5 out of 10 waste collection regions in<br />
Latvia are open (meaning that private waste collection companies are allowed to operate there), while in<br />
other regions the waste collection markets are still controlled by companies which are owned by<br />
municipalities. Opening of waste collection markets in those regions could give development<br />
opportunities for privately owned waste management companies. In accordance with Latvian law, it’s<br />
municipality’s decision to open the waste collection market in its region.<br />
Changes in tariffs calculation. The waste collection industry will observe a shift from collection tariff<br />
calculation on per person/m 3 basis towards calculation based on actual amount collected, which could<br />
increase waste collection tariffs.<br />
Implementation of deposit system for one-way soft drink bottles. Expected implementation of one-way soft<br />
drink bottles deposit system in next 2-3 years in Latvia will significantly increase the domestic supply of<br />
raw materials, including PET bottles.<br />
Increase in fees for packaging waste recovery under PRO. The expected fee growth should be based on<br />
increasing recycling targets (i.e., more amount of packaging waste should be recovered), which will lead<br />
to increase of marginal cost of packaging recovery.<br />
Innovation in recycling technology. Continuous development of technology allows introducing new<br />
recycling methods. This provides opportunity to, e.g., produce higher value added products in recycling.<br />
Increase in environmental public awareness. Educating society in order to urge people to sort different<br />
types of waste in the households could lead to increase availability and value of recyclable material. This<br />
allows more efficient treatment of waste.<br />
95
REGULATORY INFORMATION<br />
This section provides a short summary of laws and legal regulations in Latvia binding at the date of this<br />
Prospectus that, in the <strong>Company</strong>’s opinion, are relevant for carrying out waste management business activities<br />
by the Group. Please note that the selection of legal provisions has been made at the sole discretion of the<br />
<strong>Company</strong> and this does not purport to be a complete overview of the relevant regulatory systems. Please note<br />
that laws and regulations are subject to changes and amendments, and the information contained herein is not<br />
updated following the issuance of the Prospectus. Investors are advised to make their own investigation and<br />
obtain independent legal advice should they wish to incorporate regulatory information into their investment<br />
decisions.<br />
Environmental and other Licenses and Permits<br />
The Group Companies operate in the environment management sector and in particular in the waste<br />
management, including waste collection, transport, reloading, storage, sorting and, trading, as well as waste<br />
recycling. However, one of the Group Companies LZP maintains the major producers’ responsibility system in<br />
Latvia, which ensures the management of packaging waste, waste electric and electronic equipment and waste of<br />
goods harmful to the environment. Pursuant to the general principles provided in the Waste Management Law of<br />
the Republic of Latvia, dated 28 October 2010, as amended (the “Waste Management Law”), waste management<br />
should not negatively affect the environment and should be performed in such a way which would not threaten<br />
human life and health. Accordingly, the operations of waste management companies are subject to various<br />
mandatory environmental and licensing requirements. In addition, operations of waste managers are subject to<br />
the so-called strict liability, i.e. in case of environmental damage or imminent threat of damage to environment<br />
occurred, waste managers would be liable for environmental damage or imminent threat of damage irrespective<br />
of their fault.<br />
Pursuant to the definition provided in the Waste Management Law, waste is any object or substance, which the<br />
holder discards or intends or is required to discard. For regulatory purposes 3 groups of waste may be separated:<br />
(i) household waste, (ii) hazardous waste, and (iii) waste packaging and goods harmful to the environment,<br />
including without limitation waste accumulators, used vehicles and waste electrical and electronic equipment.<br />
Any activities with waste in Latvia may be performed only in accordance with the provisions of the Waste<br />
Management Law and secondary legislation adopted on the basis of this law. For the purposes, inter alia, of<br />
ensuring of establishment of a rational packaging waste management system in the state and thereby reducing<br />
the undesirable impact of packaging waste on the environment the legislator has adopted the Packaging Law of<br />
the Republic of Latvia, dated 20 December 2001, as amended (the “Packaging Law”). However, waste<br />
packaging should be managed in accordance with the requirements of the Waste Management Law.<br />
In accordance with the Waste Management Law, waste management includes the collection, storage, transport,<br />
recovery and disposal of waste, supervision of such activities, after-care of disposal sites (landfills) after their<br />
closure, as well as trade with recyclables and mediation in the waste management. The collection, reloading,<br />
sorting, recovery or disposal of waste should be permitted only in places equipped for these purposes. Prior to<br />
commencement of performance of the relevant waste management activities the waste manager should obtain a<br />
permit from the State Environmental Service for collection, transport, reloading, sorting and storage of waste.<br />
Procedure for issue of permits is prescribed in the Regulations on Procedure for Issue and Annul of Waste<br />
Collection, Transportation, Reloading, Sorting or Storage, as well as on State Duty and Payment of it approved<br />
by the Latvian government. The permit may be issued for the term of 10 years or for a shorter term, if requested<br />
by the waste manager. In case a waste manager performs transportation of animal by-products and derived<br />
products not intended for human consumption, the waste manager should comply with the conditions set by the<br />
21 October 2009 European Parliament and Council Regulation (EC) No 1069/2009 laying down health rules as<br />
regards animal by-products and derived products not intended for human consumption and repealing Regulation<br />
(EC) No 1774/2002 and the waste manager should be registered with the Food and Veterinary Service. Whereas<br />
if a waste manager performs other activities which fall within the category of polluting activities, a separate<br />
permit for performance of category A, B or C polluting activities should be obtained in accordance with the Law<br />
on Pollution of the Republic of Latvia, dated 15 March 2001, as amended (the “Law on Pollution”). If a waste<br />
manager receives a permit for performance of category A or B polluting activities and requirements of waste<br />
collection, reloading, sorting or storage are included in this permit, the waste manager should not be obliged to<br />
receive a separate permit for waste collection, reloading, sorting or storage.<br />
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Pursuant to the Waste Management Law, the responsibility for waste management is divided in two levels –<br />
regional level and state level. Local municipalities are responsible for organisation of household waste<br />
management in the territory of the respective municipality. The state is responsible for organisation of hazardous<br />
waste management.<br />
The municipalities should, inter alia, (i) organise the management of household waste, including household<br />
produced hazardous waste, in conformity with the binding regulations of the municipality regarding management<br />
of household waste, taking into account the state waste management plan and regional plans within the<br />
administrative territory thereof; (ii) issue binding regulations regarding the management of household waste<br />
within the administrative territory thereof, determining the division of such territory into municipal waste<br />
management zones, the requirements for waste collection, also for the minimum frequency of household waste<br />
collection, transport, reloading and storage, as well as the procedures according to which payments for such<br />
waste management should be made; (iii) organise a separate waste collection within the administrative territory<br />
thereof in compliance with the state waste management plan and regional plans. Municipalities should in<br />
accordance with the procedures specified in the regulatory enactments regulating public procurement or publicprivate<br />
partnership, select a waste manager, which will perform collection, transportation, reloading and storage<br />
of household waste in the relevant household management zone. Waste producers (e.g. households) should enter<br />
into a contract with the selected waste manager. Only the waste producer, which has been exempted from paying<br />
the Natural Resources Tax (as described further in this section), is entitled to enter into a contract with the waste<br />
manager selected by the waste producer itself.<br />
In case of application of a public procurement procedure for selection of a household waste manager the<br />
municipality and the waste manager should enter into the contract for a term not shorter than 3 years and not<br />
longer than 5 years. The contract based on a public-private partnership may be entered into for a term not<br />
exceeding 20 years. According to the transitional provisions of the currently effective Waste Management Law,<br />
the contracts concluded for a definite period of time prior to 26 July 2005 without undergoing public<br />
procurement procedure, should end on the date determined in the contract; the contracts granting rights to<br />
provide waste management services concluded with municipality prior to 26 July 2005 without determining their<br />
validity and contracts entered into or extended after 26 July 2005 without applying the regulatory enactments<br />
regarding public procurement have to be terminated no later than by 1 July 2013 and the municipality should<br />
select a municipal waste manager in accordance with the procedures specified in the regulatory enactments<br />
regulating public procurement or public-private partnership. When the waste manager has been selected,<br />
municipal authorities should conclude waste management contracts with the selected entity and should terminate<br />
the former waste management contracts no later than one month after the new contract of the municipality with<br />
the selected waste manager comes into force.<br />
In parallel collection of separate waste goods in Latvia are facilitated by application of the exemption from the<br />
NRT payments for packaging and goods harmful to the environment. According to the Natural Resources Tax<br />
Law of the Republic of Latvia, dated 15 December 2005, as amended (the “Natural Resource Tax Law”)<br />
packaging and disposable tableware and accessories (including electrical and electronic equipment), as well as<br />
goods harmful to the environment and vehicles are the objects of the NRT. The NRT in relation to management<br />
of goods harmful to the environment should be by paid by a person, who first in the territory of the Republic of<br />
Latvia: (i) sells goods harmful to the environment, or (ii) for ensuring of economic activities uses goods harmful<br />
to the environment. However, in relation to packaging and disposal tableware and accessories the NRT should be<br />
paid by a person, who first in the territory of the Republic of Latvia: (i) sells goods in packaging; (ii) upon<br />
provision of a service, attaches packaging to the product; or (iii) in public catering and retail trade sells<br />
disposable tableware and accessories which are manufactured from plastic (polymers), paper, cardboard,<br />
composite materials thereof (laminates) with polymer or metal components and metal foil.<br />
Tax rates are provided in the Waste Management Law for each type of goods and packaging either for item or<br />
for kilogram of them. However, the law provides that a taxpayer should not pay the NRT for packaging or<br />
disposable tableware and accessories and for goods harmful to the environment, if the tax payer ensures<br />
fulfilment of the norms for recovery specified in the regulatory enactments regarding environment protection or<br />
has entered into agreement with the manager, which in turn has entered into an agreement with the Ministry of<br />
Environment Protection and Regional Development and the Latvian Environmental Protection Fund<br />
Administration regarding participation in the waste recovery system.<br />
On 3 November 2009 the Latvian Government has adopted two regulations on the procedure for exemption from<br />
payment of the NRT for goods harmful to the environment, including waste electrical and electronic equipment,<br />
and for packaging and disposable tableware and accessories. Namely, the Cabinet of Ministers of the Republic of<br />
97
Latvia adopted the Cabinet Regulations No. 1294 Order of exemption of payment of the natural resources tax for<br />
goods harmful to the environment and the Cabinet Regulations No. 1293 Order of exemption of payment of the<br />
natural resources tax for packaging and disposal tableware and accessories. Pursuant to those regulations, the<br />
manager should co-ordinate with the Latvian Environmental Protection Fund Administration a waste recovery<br />
plan with the maximum term of 3 years on the grounds whereof the respective waste recovery system should be<br />
implemented. Prior to expiration of the indicated maximum term of 3 years a new waste recovery plan should be<br />
coordinated with competent authorities and the term may be extended for additional 3 years (the number of such<br />
extensions is currently not limited).<br />
A tax payer is entitled to enter into a contract on the management of one kind of goods harmful to the<br />
environment or waste packaging and disposal tableware and accessories only with one waste manager at a time.<br />
The manager of waste packaging and disposal tableware and accessories may be changed once a year, however,<br />
the manager of goods harmful to the environment – not more frequently than once a quarter.<br />
Production Facilities and Technological Processes<br />
Collection, reloading, sorting, storage, recovery or disposal of waste should be permitted only in places equipped<br />
for these purposes. Licenses and permits for certain processes of waste management are valid only for the places<br />
specified in the respective license or permit, and particular activities cannot be performed in other places. Waste<br />
items dangerous to environment can be collected, only if a company owns specific equipment for storage and/or<br />
utilization of such waste.<br />
According to the Waste Management Law, waste management should be performed ensuring that it does not<br />
negatively affect the environment, inter alia, does not cause threat to the water, air, soil, as well as plants and<br />
animals, does not cause a nuisance through noise or odours, does not negatively affect the countryside and<br />
specially protected nature territories or pollute or litter the environment.<br />
Fire, Health and Safety Regulation<br />
Facilities and equipment (including storage facilities, manufacturing units, waste collection and transportation<br />
vehicles) used by the Group may be considered as hazardous facilities and place of work with increased risk, and<br />
therefore they are subject to various fire, health and safety requirements.<br />
Fire safety<br />
According to the Latvian Fire Safety and Fire-fighting Law of the Republic of Latvia, dated 24 October 2002, as<br />
amended, and secondary regulatory enactments, the management board of the company is responsible for fire<br />
safety in the company. The management board of the company may delegate individual obligations in relation to<br />
fire safety to a responsible employee. The company should have instructions applicable in case of fire, as well as<br />
fire safety instructions. In a company employing more than 10 employees a responsible person and persons<br />
developing instructions applicable in case of fire and fire safety instructions must have completed specific<br />
educational programs accepted by the state authorities. Evacuation plans should be developed for facilities and<br />
premises, where more than 50 persons may be present at the same time. Prior to commencement of operation of<br />
a newly constructed facility, the permit from the State Fire and Rescue Service (the “SFRS”) must be obtained.<br />
If a fire safety violation occurs, the SFRS may impose fines, oblige the entity to eliminate the shortages or apply<br />
preventive measures on the relevant entity (including suspension of its operations, manufacturing facilities, or<br />
use of buildings, premises and equipment).<br />
Health and safety<br />
The management of waste involves employees performing certain hazardous tasks, such as collection and<br />
transportation of waste materials, working with potentially dangerous substances, operating storage and<br />
transportation facilities, loading and unloading potentially dangerous materials, operating manufacturing<br />
equipment, etc. Each of these tasks can raise the risks of accidents at workplace. Companies, operating in Latvia<br />
and employing employees, are subject to various requirements in relation to safety of workplace.<br />
According to the Labour Protection Law of the Republic of Latvia, dated 20 June 2001, as amended, an<br />
employer is obliged to organise a labour protection system, which includes internal supervision of the working<br />
environment, evaluation of the working environment risks, establishment of an organisational structure of the<br />
labour protection (appointing responsible person in relation to labour protection, development of labour<br />
98
protection documents, including, development of labour protection instructions), consultation with employees in<br />
order to involve them in the improvement of labour protection. The State Labour Inspectorate (the “SLI”)<br />
monitors correspondence of operations of employers to the labour protection and safety requirements. The SLI<br />
has the power to inspect the work process, working environment and labour protection measures of a company at<br />
any time. The SLI also has wide powers to apply remedial measures, including, to issue warnings and orders to<br />
employers or possessors of dangerous equipment requiring elimination of inconsistency with labour safety<br />
requirements and to suspend all activities of a company, the operations whereof do not comply with the<br />
applicable law and regulations regarding labour safety. The SLI is authorised to impose fines on employers for<br />
violation of applicable regulations.<br />
Price Controls<br />
As from 18 November 2010 pursuant to the new Waste Management Law, the Latvian Public Utilities<br />
Commission (the “LPUC”) is obliged to approve the tariffs for disposal of household waste in waste landfill sites<br />
and waste dumps. Municipalities approve the binding regulations regarding fees for household waste<br />
management (except for household waste recovery) to be paid by waste producers or waste holders. On the basis<br />
of the procedures provided for in the binding regulations, municipalities determine the fees for household waste<br />
management (except household waste recovery) by their decisions, and such fees include: (i) payment for<br />
collection, transport, reloading, storage, maintaining of separate waste collection, sorting and reloading<br />
infrastructure objects in compliance with a contract, which has been entered into with the waste manager, (ii) the<br />
tariff for the municipal waste disposal in landfill sites and waste dumps approved by the LPUC; and (iii) NRT<br />
for disposal of waste in the amount specified in the regulatory enactments. The waste manager determines its<br />
fees for collection, transport, reloading, storage, maintaining of separate waste collection, sorting and reloading<br />
infrastructure objects in a competitive manner with an aim to be selected in accordance with the public<br />
procurement procedure for entering into a contracts on household waste management with municipalities.<br />
Municipalities are entitled to adjust these fees due to changes in the tariff for the municipal waste disposal in<br />
landfill sites and waste dumps approved by the LPUC or in the natural resources tax for disposal of waste in the<br />
amount, specified in the regulatory enactments.<br />
Pursuant to the Waste Management Law, during the transition period (until municipalities have entered into a<br />
contracts on household waste management with waste management companies selected in accordance with the<br />
public procurement procedures), the fees for household waste management should comply with the last tariff<br />
approved by the LPUC for household waste management which has been determined prior to 18 November<br />
2010. Municipalities are entitled to adjust the tariff for household waste management due to the changes in the<br />
tariff for the municipal waste disposal in landfill sites and waste dumps approved by the LPUC or in the natural<br />
resources tax for disposal of waste in the amount specified in the regulatory enactments.<br />
Antimonopoly Laws<br />
Under Competition Law of the Republic of Latvia, dated 1 October 2001, as amended, a market participant<br />
(including all entities connected to it by virtue of control) or several market participants jointly having position<br />
of economic strength which enables them individually or jointly to significantly hinder, restrict or distort<br />
competition in any relevant market for a sufficient period of time by acting with full or partial independence<br />
from competitors, clients, suppliers or consumers are considered to have an individual or collective dominant<br />
position in the relevant market. Although Latvian laws do not provide for a particular market share in the<br />
relevant market at which a dominant position should be presumed, determining of the market share is an<br />
important criterion for establishment of a dominant position under the law. The Latvian Competition Council<br />
(the “LCC”) and courts when analysing dominance of a market player in the relevant market refer to the<br />
European Court of Justice (the “ECJ”) case law in relation to the market shares as one of the criteria for<br />
establishment of dominance. A market participant having market share of 50% in the relevant market is<br />
presumed to have a dominant position in the relevant product market, unless it can prove that significant<br />
competition exists in that relevant market and that it is subject to such competition. A company with a market<br />
share of 35% or less can still be recognised as having a dominant market position if such company does not face<br />
high competition in relation to the relevant market, for example, due to low market shares of its competitors.<br />
Being in a dominant position is not itself punishable. However, the law applies additional restrictions on<br />
companies in a dominant position and the LCC reviews the activities of such companies with particular scrutiny.<br />
Potentially dominant companies should regularly perform self-evaluation of their positions in the relevant<br />
markets and in case of finding themselves in a dominant position in any of relevant market, should make sure<br />
99
that they observe the provisions binding upon the dominant market participants, which in particular prohibit<br />
abuse of such a dominant position.<br />
Latvian law provides a non-exhaustive list of activities that may be regarded as abuses of one’s dominant market<br />
position. The abuse of one’s dominant position is prohibited by law and is punishable with an administrative fine<br />
of up to 10% of the net annual global group turnover of the company and its related entities in the preceding<br />
financial year.<br />
Latvian law provides that if damages are caused to third parties as a result of abuse by a company of its dominant<br />
position, such damages can be sought by third parties through court proceedings.<br />
Activities that can be regarded as abuse of a dominant position include, but are not limited to: refusal to enter<br />
into transactions or to amend provisions of a transaction without an objectively justifiable reason, limiting<br />
production, markets or technical development to the prejudice of consumers, making conclusion of contracts<br />
subject to acceptance by other parties of supplementary obligations, which, by their nature or according to<br />
commercial usage, have no connection with the subject of such contracts, imposing unfair purchase or selling<br />
prices or other unfair trading conditions, applying dissimilar conditions to equivalent transactions with other<br />
trading parties, thereby placing them at a competitive disadvantage.<br />
100
GENERAL INFORMATION ON THE ISSUER<br />
The Issuer<br />
The Issuer was incorporated in Latvia as <strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> KREDO TONIKA on 11 August 2011. On 25<br />
April 2012 it was renamed into <strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> <strong>Eco</strong> <strong>Baltia</strong>. The registered office of the Issuer is at Darza<br />
iela 2, Riga, LV-1007, Latvia. The telephone and fax number of the registered office is +371 6784 3796 and<br />
+371 6784 3765 respectively.<br />
<strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> <strong>Eco</strong> <strong>Baltia</strong> is a holding company of the Group whose principal assets are interests in equity<br />
of the Group Companies incorporated and/or operating in Latvia in waste management industry. The Issuer does<br />
not carry any business operations except for direct and indirect holding of interests in equity in the Group<br />
Companies. The Group’s business operations are conducted through its Latvian subsidiaries.<br />
Corporate Purpose<br />
The Articles of Association of the <strong>Company</strong> are in conformity with the requirements of the Latvian law. The<br />
latest version of the Articles of Association was registered with the Commercial Register on 18 May 2012.<br />
The <strong>Company</strong> has been established to gain profit by carrying out commercial activities efficiently and<br />
productively as provided in Article 1 of the Latvian Commercial Law. The <strong>Company</strong> is a holding company for a<br />
number of waste management companies. The main types of commercial activities of the <strong>Company</strong> are provided<br />
in Article 3 and are the following: (i) activities of holding companies, (ii) activities of head offices, and (iii)<br />
management consultancy activities.<br />
Corporate Resolutions and the Share Capital<br />
Upon the Issuer’s incorporation on 11 August 2011 its issued share capital amounted to LVL 25,000<br />
consisting of 25,000 ordinary registered shares, with a nominal value of LVL 1.00 each.<br />
On 25 April 2012 the Issuer’s share capital was increased up to LVL 22,425,000 consisting of 22,425,000<br />
ordinary registered shares, with a nominal value of LVL 1.00 each.<br />
On 18 May 2012 the Issuer’s 22,425,000 ordinary registered shares with a nominal value of LVL 1.00<br />
each were converted into 22,425,000 bearer shares with a nominal value of LVL 1.00 each.<br />
<br />
On 17 May 2012 the Supervisory Board consented to and the Management Board adopted the decision to<br />
increase the share capital of the Issuer up to LVL 6,279,000, by issuing up to 6,279,000 new bearer shares<br />
with the nominal value of LVL 1.00 each.<br />
As at the date of this Prospectus, all of the Shares, including the Sale Shares, are bearer shares and are fully paid<br />
up and rank pari passu with each other and there is no other class of shares authorised. There are no different<br />
voting rights, and each share should carry one vote. The Shares, including the Sale Shares, are registered with<br />
the LCD under ISIN number LV0000101350. The Issuer offers for subscription also the New Shares. The<br />
shareholders will acquire the rights arising from the New Shares after their issue. The New Shares, when issued,<br />
will be bearer shares and will rank pari passu with other Shares, including the Sale Shares. The New Shares will<br />
be provided with the same ISIN number. No depositary receipts for Shares in the capital of the Issuer have been<br />
issued with the agreement of the Issuer, and the Issuer has not been informed that depositary receipts for Shares<br />
in the capital of the Issuer have been issued without its agreement.<br />
The Issuer has not issued any shares that do not represent participation in the share capital. No shares in the<br />
Issuer are held by or on behalf of the Issuer or by direct and indirect subsidiaries of the Issuer. The Issuer has not<br />
issued any convertible shares or bonds, exchangeable shares or shares with warrants. The Issuer has not issued<br />
any acquisition rights or obligations over authorized but unissued capital or an undertaking to increase the<br />
capital. The Issuer has not issued any share options.<br />
Furthermore, there are no provisions of the Issuer’s Articles of Association or other documentation that would<br />
have an effect of delaying, deferring or preventing a change in control of the Issuer, also governing the<br />
101
ownership threshold, above which the shareholder ownership must be disclosed. Moreover, there are no<br />
conditions imposed by the Articles of Association governing changes in the capital, where such conditions are<br />
more stringent than is required by the law.<br />
All the Shares, including the Offer Shares, have been or will be issued under the Latvian Financial Instrument<br />
Market Law, the Latvian Commercial Law, the Latvian Civil Law dated 28 January 1937, as amended, and other<br />
related legal acts.<br />
The table below shows the current Issuer’s issued and paid-up share capital and the Issuer’s issued and paid-up<br />
share capital assuming all of the New Shares have been issued.<br />
Cumulative number<br />
of shares<br />
Nominal value<br />
(LVL per share)<br />
Current shares issued as at the date of the Prospectus 22,425,000 1.00<br />
Shares to be issued for the Offering 6,279,000 1.00<br />
Total issued shares post-Offering 28,704,000 1.00<br />
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GROUP STRUCTURE<br />
Description of the Group<br />
The following chart sets out the Issuer’s principal subsidiaries and interests in those subsidiaries, as well as the<br />
structure of the Group, in each case as on the date of the Prospectus. For a more detailed description of the<br />
assets, see “Business”.<br />
<strong>Eco</strong> <strong>Baltia</strong><br />
100%<br />
Eko SPV<br />
100%<br />
Eko Baltija<br />
75.13%<br />
Latvijas Zalais punkts<br />
91.03%<br />
100%<br />
PET Baltija<br />
Nordic Plast<br />
100%<br />
Eko Reverss<br />
100%<br />
90%<br />
100%<br />
100%<br />
100%<br />
Eko Riga<br />
Vaania<br />
Eko Kurzeme<br />
Jurmalas ATU<br />
Kurzemes Ainava<br />
<strong>Eco</strong> <strong>Baltia</strong> (the Issuer)<br />
The Issuer is the parent company of the Group. The table below sets forth certain important information on the<br />
Issuer.<br />
For further information on <strong>Eco</strong> <strong>Baltia</strong>, please see: “General Information on the Issuer.”<br />
<strong>Company</strong> name:<br />
Registered office:<br />
Date of incorporation: 11 August 2011<br />
Corporate code: 40103446506<br />
Profile of business:<br />
Members of the<br />
Management Board:<br />
Members of the<br />
Supervisory Board:<br />
<strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> <strong>Eco</strong> <strong>Baltia</strong><br />
Darza iela 2, Riga, LV-1007, Latvia<br />
Holding company<br />
Maris Simanovics (chairman of the Management Board)<br />
Undine Bude<br />
Viesturs Tamuzs<br />
Olaf Martens<br />
Raitis Maurans (chairman of the Supervisory Board)<br />
Eduards Ekarts (deputy chairman of the Supervisory Board)<br />
Lelde Vitina<br />
Ugis Treilons<br />
Martins Knipsis<br />
Authorized capital: LVL 22,425,000<br />
103
Shares:<br />
22,425,000 bearer shares with a nominal value of LVL 1.00 each<br />
Subsidiaries<br />
The Issuer is a sole direct shareholder of Eko SPV, which is the sole direct shareholder of Eko Baltija, holding<br />
company of the Group Companies. Eko Baltija is a Latvian holding company that is the direct and indirect<br />
shareholder of Latvian operating companies.<br />
<strong>Company</strong> name:<br />
Registered office:<br />
Date of incorporation: 8 July 2011<br />
Corporate code: 40103435432<br />
Profile of business:<br />
Members of the<br />
management board:<br />
Limited Liability <strong>Company</strong> Eko SPV<br />
Darza iela 2, Riga, LV-1007, Latvia<br />
Holding company<br />
Maris Simanovics<br />
Undine Bude<br />
Viesturs Tamuzs<br />
Authorized capital: LVL 10,000<br />
Shares:<br />
Shareholders:<br />
10,000 one class capital shares with nominal value LVL 1.00 each<br />
<strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> <strong>Eco</strong> <strong>Baltia</strong> – 10,000 shares (100% of the share capital)<br />
<strong>Company</strong> name:<br />
Registered office:<br />
Date of incorporation: 12 February 2002<br />
Corporate code: 40003582465<br />
Profile of business:<br />
Members of the<br />
management board:<br />
Members of the supervisory<br />
board:<br />
Limited Liability <strong>Company</strong> Eko Baltija<br />
Darza iela 2, Riga, LV-1007, Latvia<br />
Holding company<br />
Maris Simanovics (chairman of the management board)<br />
Undine Bude<br />
Viesturs Tamuzs<br />
Eduards Ekarts (chairman of the supervisory board)<br />
Raitis Maurans (deputy chairman of the supervisory board)<br />
Lelde Vitina<br />
Authorized capital: LVL 150,000<br />
Shares:<br />
Shareholders:<br />
150 one class capital shares with nominal value LVL 1,000 each<br />
Limited Liability <strong>Company</strong> Eko SPV – 150 shares (100% of the share capital)<br />
The Group’s business is carried out by operating companies incorporated under the laws of Latvia. The tables<br />
below indicate the most important corporate information on the Group’s operating companies:<br />
<strong>Company</strong> name:<br />
Registered office:<br />
Date of incorporation: 11 January 2000<br />
Corporate code: 40003475890<br />
Profile of business:<br />
Members of the<br />
management board:<br />
<strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> Latvijas Zalais punkts<br />
Maskavas iela 240-3, Riga, LV-1063, Latvia<br />
Packaging recovery organization<br />
Maris Simanovics (chairman of the management board)<br />
104
Members of the supervisory<br />
board:<br />
Edmunds Jansons<br />
Sigita Namateva<br />
Kaspars Zakulis<br />
Undine Bude (chairman of the supervisory board)<br />
Viesturs Tamuzs (deputy chairman of the supervisory board)<br />
Martins Knipsis<br />
Iveta Krauja<br />
Egils Svars<br />
Authorized capital: LVL 764,000<br />
Shares:<br />
Shareholders:<br />
764 ordinary registered shares with nominal value LVL 1,000 each<br />
Limited Liability <strong>Company</strong> Eko Baltija – 574 shares (75.13% of the share<br />
capital)<br />
Latvian Packaging Association – 38 shares (4.97% of the share capital)<br />
Limited Liability <strong>Company</strong> TETRA PAK – 102 shares (13.35% of the share<br />
capital)<br />
Limited Liability <strong>Company</strong> Zala Josta – 50 shares (6.54% of the share capital)<br />
<strong>Company</strong> name:<br />
Registered office:<br />
Date of incorporation: 27 February 2004<br />
Corporate code: 40003667382<br />
Profile of business:<br />
Members of the<br />
management board:<br />
Limited Liability <strong>Company</strong> Eko Riga<br />
Maskavas iela 240-3, Riga, LV-1063, Latvia<br />
Waste collection<br />
Management board should consist of 4 members. Currently 3 members are<br />
elected to the board; Mr. Petur Valdimarsson has resigned from the<br />
management board member position on 17 October 2011; the changes have not<br />
been made public with the Commercial Register. Consequently, as of the date of<br />
the Prospectus one position is vacant, and the management board consist of:<br />
Edmunds Jansons (chairman of the management board)<br />
Maris Simanovics<br />
Gints Barkovskis<br />
Authorized capital: LVL 258,330<br />
Shares:<br />
Shareholders:<br />
25,833 one class capital shares with nominal value LVL 10 each<br />
Limited Liability <strong>Company</strong> Eko Baltija – 25,833 shares (100% of the share<br />
capital)<br />
<strong>Company</strong> name:<br />
Registered office:<br />
Date of incorporation: 28 April 2003<br />
Corporate code: 42103030389<br />
Profile of business:<br />
Members of the<br />
management board:<br />
Limited Liability <strong>Company</strong> Eko Kurzeme<br />
Ezermalas iela 11, Liepaja, LV-3401, Latvia<br />
Waste collection<br />
Gints Barkovskis (chairman of the management board)<br />
105
Laura Berga<br />
Edmunds Jansons<br />
Sigita Namateva<br />
Maris Simanovics<br />
Authorized capital: LVL 123,120<br />
Shares:<br />
144 one class capital shares with nominal value LVL 855 each<br />
Shareholders:<br />
Limited Liability <strong>Company</strong> Eko Baltija – 144 shares (100% of the share capital)<br />
<strong>Company</strong> name:<br />
Registered office:<br />
Date of incorporation: 20 September 1996<br />
Corporate code: 40003309841<br />
Profile of business:<br />
Members of the<br />
management board:<br />
Limited Liability <strong>Company</strong> Jurmalas ATU<br />
Dzirnavu iela 5A, Jurmala, LV-2011, Latvia<br />
Waste collection<br />
Gints Barkovskis (chairman of the management board)<br />
Laura Berga<br />
Edmunds Jansons<br />
Sigita Namateva<br />
Maris Simanovics<br />
Authorized capital: LVL 143,000<br />
Shares:<br />
Shareholders:<br />
286 one class capital shares with nominal value LVL 500 each<br />
Limited Liability <strong>Company</strong> Eko Baltija – 286 shares (100% of the share capital)<br />
<strong>Company</strong> name:<br />
Registered office:<br />
Date of incorporation: 11 June 1998<br />
Corporate code: 40003397793<br />
Profile of business:<br />
Members of the<br />
management board:<br />
Limited Liability <strong>Company</strong> Kurzemes Ainava<br />
Dienvidu iela 2, Tukums, Tukums District, LV-3101, Latvia<br />
Waste collection<br />
Edmunds Jansons (chairman of the management board)<br />
Sigita Namateva<br />
Maris Simanovics<br />
Gints Barkovskis<br />
Laura Berga<br />
Authorized capital: LVL 69,000<br />
Shares:<br />
Shareholders:<br />
1,380 one class capital shares with nominal value LVL 50 each<br />
Limited Liability <strong>Company</strong> Eko Baltija – 1,380 shares (100% of the share<br />
capital)<br />
<strong>Company</strong> name:<br />
Limited Liability <strong>Company</strong> Vaania<br />
Registered office:<br />
Rudolfa Blaumana iela 10, Sigulda, Sigulda District, LV-2150, Latvia<br />
Date of incorporation: 15 May 2003<br />
106
Corporate code: 40003630534<br />
Profile of business:<br />
Members of the<br />
management board:<br />
Holding concession to use Jumis<br />
Management board should consist of 3 members. Currently 2 members are<br />
elected to the board. Mr. Petur Valdimarsson has resigned from the<br />
management board member position on 17 October 2011; the changes have not<br />
been made public with the Commercial Register. Consequently, as of the date of<br />
the Prospectus and one position is vacant, and the management board consist of:<br />
Janis Pukis (chairman of the management board)<br />
Ausma Ece<br />
Authorized capital: LVL 52,000<br />
Shares:<br />
Shareholders:<br />
52,000 one class capital shares with nominal value LVL 1.00 each<br />
Limited Liability <strong>Company</strong> Eko Baltija – 46,800 shares (90% of the share<br />
capital)<br />
Aktsiaselts V<strong>SA</strong> Eesti – 5,200 shares (10% of the share capital)<br />
Vaania holds 30-year concession to provide waste management services in the territory of Sigulda municipality<br />
using the municipality owned Jumis as the pool of property. For more information on the concession please see:<br />
“Material agreements – Waste Management Agreements – Concession agreement to use Jumis”.<br />
<strong>Company</strong> name:<br />
Registered office:<br />
Date of incorporation: 5 December 1991<br />
Corporate code: 40103032305<br />
Profile of business:<br />
Member of the<br />
management board:<br />
Limited Liability <strong>Company</strong> Jumis<br />
Rudolfa Blaumana iela 10, Sigulda, Sigulda District, LV-2150, Latvia<br />
Waste collection<br />
Janis Pukis<br />
Authorized capital: LVL 40,000<br />
Shares:<br />
Shareholders:<br />
40,000 one class capital shares with nominal value LVL 1.00 each<br />
Sigulda Town Council – 40,000 shares (100% of the share capital)<br />
<strong>Company</strong> name:<br />
Registered office:<br />
Date of incorporation: 23 March 2001<br />
Corporate code: 50003537891<br />
Profile of business:<br />
Members of the<br />
management board:<br />
Limited Liability <strong>Company</strong> Eko Reverss<br />
Maskavas iela 240-3, Riga, LV-1063, Latvia<br />
Recyclables sorting and trading<br />
Kaspars Zakulis (chairman of the management board)<br />
Edmunds Jansons<br />
Ausma Ece<br />
Authorized capital: LVL 60,000<br />
Shares:<br />
Shareholders:<br />
6,000 one class capital shares with nominal value LVL 10 each<br />
<strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> Latvijas Zalais punkts – 6,000 shares (100% of the share<br />
capital)<br />
107
<strong>Company</strong> name:<br />
Registered office:<br />
Date of incorporation: 2 January 2003<br />
Corporate code: 42103029708<br />
Profile of business:<br />
Members of the<br />
management board:<br />
Members of the supervisory<br />
board:<br />
<strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> PET Baltija<br />
Aviacijas iela 18, Jelgava, LV-3004, Latvia<br />
Recycling<br />
Undine Bude (chairman of the management board)<br />
Edmunds Jansons<br />
Ausma Ece<br />
Maris Simanovics (chairman of the supervisory board)<br />
Viesturs Tamuzs (deputy chairman of the supervisory board)<br />
Eduards Ekarts<br />
Authorized capital: LVL 1,560,000<br />
Shares:<br />
Shareholders:<br />
15,600 ordinary registered shares with nominal value LVL 100 each<br />
Limited Liability <strong>Company</strong> Eko Baltija – 14,200 shares (91.03% of the share<br />
capital)<br />
PREVIERO N. S.R.L. – 1,400 shares (8.97% of the share capital)<br />
<strong>Company</strong> name:<br />
Registered office:<br />
Date of incorporation: 24 May 2000<br />
Corporate code: 40003495810<br />
Profile of business:<br />
Members of the<br />
management board:<br />
Limited Liability <strong>Company</strong> Nordic Plast<br />
Rupnicu iela 4, Olaine, Olaine District, LV-2114, Latvia<br />
Recycling<br />
Undine Bude (chairman of the management board)<br />
Edmunds Jansons<br />
Ausma Ece<br />
Authorized capital: LVL 1,524,324<br />
Shares:<br />
Shareholders:<br />
1,524,324 one class capital shares with nominal value LVL 1.00 each<br />
Limited Liability <strong>Company</strong> Eko Baltija – 1,524,324 shares (100% of the share<br />
capital)<br />
<strong>Company</strong> name:<br />
Registered office:<br />
Date of incorporation: 8 April 2011<br />
Corporate code: 40103404377<br />
Profile of business:<br />
Member of the<br />
management board:<br />
Limited Liability <strong>Company</strong> MRTL<br />
Darza iela 2, Riga, LV-1007, Latvia<br />
Holding real estates<br />
Gints Barkovskis<br />
Authorized capital: LVL 2,000<br />
Shares:<br />
Shareholders:<br />
2,000 one class capital shares with nominal value LVL 1.00 each<br />
Limited Liability <strong>Company</strong> Eko Baltija – 2,000 shares (100% of the share<br />
capital)<br />
108
BUSINESS OVERVIEW<br />
Overview<br />
The Group is the largest vertically integrated multi-service waste management group in the Baltics in terms of<br />
turnover, consisting of companies that operate in four different waste management segments, providing wide<br />
variety of services, starting from (i) organisation of waste recovery, (ii) waste collection, (iii) recyclables sorting<br />
and trading, and finally (iv) recycling. The Group is market leader in Latvia in organisation of waste recovery<br />
segment in terms of market share and turnover and the Group is one of the largest waste collectors in Latvia in<br />
terms of turnover and the leader in terms of geographical coverage. The Group collects waste in cities and<br />
surrounding regions of Riga, Liepaja, Talsi, Tukums, Jurmala and Sigulda. The Group also holds large market<br />
share in terms of volume in recyclables sorting and trading segment in the Baltics. Moreover, the Group has an<br />
unrivalled position in polyethylene terephthalate (“PET”) bottle and polyethylene (“PE”) recycling segments in<br />
the Baltics in terms of amount of recycled material and turnover. The Group has a long lasting cooperation with<br />
all key customers and municipalities.<br />
In the three months period ended 31 March 2012 the Group had consolidated revenue of LVL 6,969,000 and net<br />
profit of LVL 1,052,000. In the three months period ended 31 March 2012 55.5% of revenue was generated by<br />
waste recycling segment, 22.7% by waste collection segment, 14.6% by organisation of waste recovery segment<br />
and 7.2% by recyclables sorting and trading segment. In 2011 the Eko Baltija Group recorded consolidated<br />
revenue of LVL 26,595,000 and net profit of LVL 3,378,000. In 2011 54.5% of revenue was generated by waste<br />
recycling segment, 21.9% by waste collection segment, 15.9% by organisation of waste recovery segment and<br />
7.7% by recyclables sorting and trading segment. For the avoidance of doubt it should be noted that the above<br />
mentioned financial results were derived from the Consolidated Financial Statements and the Condensed<br />
Consolidated Interim Financial Statements and are financial results of Eko Baltija Group and not of the Group as<br />
it is at the date of the Prospectus.<br />
History and Development of the Group<br />
2000 Latvijas Zalais punkts (which can be translated into English as Green Dot Latvia) is established as<br />
a “non-profit” organization by Latvian Packaging Association, Latvian Packaging Institute and<br />
four industry players (Gutta, Laima, PTC and Tetra-Pak).<br />
2001 Eko Investors, company established by Viesturs Tamuzs, establishes Eko Reverss, the company<br />
engaged in sorting and trading of recyclable material.<br />
2002 Mrs. Undine Bude and Mr. Maris Simanovics join Eko Investors.<br />
2003 Eko Investors acquires Latvian Packaging Institute and thus becomes shareholder of LZP. Later<br />
Eko Investors together with LZP establishes PET Baltija, the company engaged in PET recycling.<br />
<strong>Company</strong> Vaania is established in order to enter into 30-year long concession agreement with<br />
Sigulda city to operate Sigulda municipality owned waste collection company Jumis.<br />
2004 Eko Investors, together with two individuals, establish Eko Riga. Eko Riga obtains 16-year long<br />
license for providing waste collection services in Riga.<br />
Eko Investors takes over distressed assets of Nordic Plast with the aim to make turnaround.<br />
Eko Investors acquires majority stake in LZP.<br />
2006 LZP broadens services it provides as PRO, by introducing, apart from packaging waste, also<br />
WEEE and GHE recovery systems.<br />
2007 The Group’s assets are separated from Eko Investors and consolidated under Eko Baltija as a<br />
holding company.<br />
Eko Baltija increases the number of shares owned in LZP and reaches 75.13% stake.<br />
109
Icelandic strategic investor Gamarjonustan (through its Latvian subsidiary Gamar Holding)<br />
acquires 69.6% stake in Eko Baltija.<br />
2008 Eko Baltija in cooperation with Otrais Eko Fonds, an investment fund established by Eko Investors<br />
and financial investors, starts acquisitions of stakes in 8 regional waste collection companies,<br />
including Eko Kurzeme, Jurmalas ATU, Tukuma Ainava and their subsidiaries. This allows the<br />
Group to enter new regions.<br />
The Group successfully finishes the turnaround of Nordic Plast PE recycling factory in the<br />
industrial park in the city of Olaine.<br />
The Group launches new PET Baltija recycling plant located in industrial park in the city of<br />
Jelgava.<br />
2009 PET Baltija increases the efficiency of its operations by installing two independent sorting lines<br />
that help to decrease the amount of dropouts created during the production process.<br />
2010<br />
Nordic Plast commences the recycling of PET bottle corks and labels in the result of what high<br />
density polyethylene (“HDPE”) pellets are produced.<br />
8 regional waste collection companies are consolidated into the Group and Otrais Eko Fonds<br />
becomes a shareholder of Eko Baltija. As a result of this transaction as well as debt to equity swap<br />
the stake of strategic investor Gamarjonustan decreases to 42%.<br />
2011 Remaining stake (42%) in Eko Baltija of Icelandic strategic investor is bought out by the Group’s<br />
managers (Mrs. Undine Bude, Mr. Maris Simanovics and Mr. Viesturs Tamuzs).<br />
The Group wins 2 large tenders for household waste collection (in Jurmala and Babite<br />
municipalities).<br />
PET Baltija receives the awards “Gazele” and “Zemgales Gazele” for the financial achievements in<br />
2010 and the title “The best exporter” for the achievements in the area of export in 2010.<br />
The Group finishes the reconstruction of polyethylene first stage processing line in Nordic Plast<br />
production facilities, implementing new technology that considerably decreases the energy<br />
consumption.<br />
The Group launches its pilot program for separating different not recyclable waste from the<br />
household waste and deliver to mechanical biological treatment production facilities thus<br />
decreasing the amount of waste deposited to landfills and optimizing the costs.<br />
2012 In the preparation for the Offering, the Group completes the reorganisation to change its corporate<br />
structure. The legal restructuring consists of in-kind contribution of 58% of shares in Eko Baltija to<br />
Eko SPV, which allows Eko SPV to hold 100% of shares in Eko Baltija, and the following in-kind<br />
contribution of 100% of shares in Eko SPV into the Issuer (for more information on current Group<br />
structure please see: “Group Structure”).<br />
Competitive Strengths and Advantages<br />
The Group believes that the competitive strengths and advantages of its business are as follows:<br />
<br />
Highly competitive vertically integrated business model. The Group is the largest vertically integrated<br />
multi-service waste management group in the Baltics in terms of turnover, consisting of companies that<br />
operate in four different waste management segments: organisation of waste recovery, waste collection,<br />
recyclables sorting and trading, and recycling. Presence in those waste management segments allows the<br />
Group to efficiently implement and exploit vertical integration of the Group Companies operating in<br />
segments, which are complementary to each other. Vertical integration enables the Group to manage its<br />
operations in more effective way and therefore decreases costs. Moreover, the vertical integration and<br />
economies of scale allow the Group to provide wide range of services at competitive prices.<br />
110
Successful experience in accelerated growth. In recent years the Group has executed number of<br />
significant acquisitions and investments, which fuelled the Group’s growth. The acquisitions of other<br />
market players allowed the Group to enter new markets and consolidate waste management industry in<br />
Latvia. The Group has completed numerous restructurings and turnarounds of the waste management and<br />
production companies. The Group was also engaged in number of greenfield investments, including<br />
launch of PET Baltija and Eko Reverss. All those successful investments and projects allowed the<br />
Group’s management to gain extensive experience and rare skills, which are essential in further expansion<br />
and growth of the Group’s business and operations.<br />
Diversified business model. The Group operates in four different waste management segments, what<br />
allows diversifying its cash flows. Moreover, business model implemented by the Group means that in the<br />
financial year ended 31 December 2011 approximately 80% of the Group’s revenue was not tariff driven.<br />
Diversification of business operations mitigates certain risks and facilitates risk management activities.<br />
Modern equipment and unique technologies. Throughout all its operations the Group uses modern and<br />
well maintained equipment. The Group profits especially from modern equipment installed in the<br />
production facilities of PET Baltija and Nordic Plast, which are the only PET and PE recycling facilities<br />
of such kind in the Baltics. Combination of modern and well maintained equipment and high quality of<br />
recycled raw material allows PET Baltija and Nordic Plast to offer products of higher quality and allows<br />
using capacities of its production facilities more efficiently. The Group also implements unique<br />
production technologies in Nordic Plast. Namely, recycling of PET bottle corks and labels in the result of<br />
what HDPE pellets are produced is unique in the Baltics and gives the Group a notable advantage over its<br />
competitors.<br />
Market leadership. The Group is market leader in Latvia in organisation of waste recovery segment and is<br />
one of the largest waste collectors in Latvia in terms of turnover and the leader in terms of geographical<br />
coverage. The Group also holds large market share in terms of volume in recyclables sorting and trading<br />
segment in the Baltics. Moreover, the Group has an unrivalled position in PET and PE recycling segments<br />
in the Baltics. Market leadership allows the Group to capitalize on increased scale of operations, as well<br />
as on introduction of new services and products. Thanks to its market position and broad experience the<br />
Group could exploit appearing market opportunities in more efficient and cost effective way.<br />
Highly competent growth oriented local management. The Group’s management is broadly experienced<br />
in the area of waste management business. Mr. Viesturs Tamuzs and Mrs. Undine Bude have more than<br />
12 and Mr. Maris Simanovics has more than 10 years of experience in waste management industry.<br />
Moreover, throughout its career the Group’s management was engaged in waste management business in<br />
Latvia and therefore has gained unique experience, knowledge and know-how, which is essential for<br />
success in Latvian market. Based on the successful historical track record, the Group’s management has<br />
strong experience in organic development, greenfield project development, business acquisitions and<br />
consolidation which could be used in expansion of Group’s business outside Latvia.<br />
Solid and consistent financial performance. In the three months period ended 31 March 2012 the Group<br />
had consolidated revenue of LVL 6,969,000, EBITDA of LVL 1,562,000 (EBITDA margin of 22.4%)<br />
and net profit of LVL 1,052,000 (net profit margin of 15.1%), as compared to consolidated revenue of<br />
LVL 6,315,000, EBITDA of LVL 1,540,000 (EBITDA margin of 24.4%) and net profit of LVL1,079,000<br />
(net profit margin of 17.1%) in the three months period ended 31 March 2011. In the financial year ended<br />
31 December 2011 the Group had consolidated revenue of LVL 26,595,000 and net profit of LVL<br />
3,378,000 (net profit margin of 12.7%), as compared to consolidated revenue of LVL 21,088,000 and net<br />
profit of LVL 1,794,000 in the financial year ended 31 December 2010 (net profit margin of 8.5%) and<br />
consolidated revenue of LVL 13,851,000, and net loss of LVL 515,000 in the financial year ended 31<br />
December 2009 (including LVL 823,000 recognized as goodwill impairment loss). The Group’s EBITDA<br />
was LVL 5,328,000 for the financial year ended 31 December 2011 (EBITDA margin of 20.0%), as<br />
compared to LVL 3,739,000 for the financial year ended 31 December 2010 (EBITDA margin of 18%),<br />
and LVL 1,302,000 for the financial year ended 31 December 2009 (EBITDA margin of 9.4%). For the<br />
avoidance of doubt it should be noted that the above mentioned financial results were derived from the<br />
Consolidated Financial Statements and the Condensed Consolidated Interim Financial Statements and are<br />
financial results of Eko Baltija Group and not of the Group as it is at the date of the Prospectus.<br />
Excellent ongoing collaboration with local authorities. Throughout its history the Group has established<br />
excellent and long lasting collaboration with local authorities. The Group has been engaged in<br />
111
development of waste management infrastructure in the regions, what increased standard of living of the<br />
local societies. Excellent ongoing collaboration with local authorities is essential in day-to-day operations<br />
of the Group, as well as could be very useful in further expansion and growth of the Group’s business and<br />
operations.<br />
<br />
<br />
Diversified client and supplier base. The Group profits from broad portfolio of clients and suppliers.<br />
Thanks to that the Group is not dependant on any major client or supplier, what substantially decreases<br />
certain operational risks. Moreover, the Group exploits excellent customers and suppliers network<br />
throughout the Baltics and Europe, what could be essential in further growth and expansion of the Group.<br />
Positive public image. Certain Group Companies are well-recognized and have positive image. LZP<br />
especially profits from use the “Green Dot” trademark, which is recognizable throughout Europe.<br />
Moreover, Eko Baltija is recognized as reputable and trustworthy partner among decision makers,<br />
politicians and local authorities.<br />
Business Strategy<br />
Being the leading waste management group in the Baltics by revenues, the Group believes that it can capitalise<br />
on significant market growth potential and the market’s fragmented structure, by identifying attractive<br />
consolidation opportunities and continuing its organic growth. The Group’s strategy rests on the key pillars<br />
described below:<br />
<br />
<br />
<br />
<br />
Investing into sorting of municipal solid waste by construction of the mechanical biological treatment<br />
plant. The Group plans to develop the mechanical biological treatment (the “MBT”) plant to be located<br />
near Getlini landfill. This would potentially be the first MBT plant in Latvia. In general, the waste<br />
entering the MBT plant is split into three major parts: (i) recyclables (ii) material suitable for burning in<br />
cement kilns or incineration plants with certain calorific value and (iii) waste to be disposed in landfill.<br />
Technology will allow extracting up to 20% of recyclable materials from the total input. Development of<br />
the MBT plant would secure supply of new types of recyclable raw materials and therefore would allow<br />
introducing new business lines in the recycling business. The Group sees two alternatives for MBT plant<br />
development: greenfield or acquisition of market players outside Latvia which operate own MBT plant<br />
and transfer this technology to Latvia. Development of the MBT plant would allow the Group to increase<br />
the volume of recyclables traded to 96,500 tonnes in 2013 and 181,000 tonnes in 2015.<br />
Introduction of new products in the recycling business line. The Group plans to expand portfolio of<br />
products of PET Baltija and Nordic Plast. PET Baltija aims at developing production of crystallized PET<br />
pellets, which could be used in food industry (as material for production of food packaging). This would<br />
allow PET Baltija to increase output volume to 22,700 tonnes of products in 2013 and 29,000 tonnes of<br />
products in 2015. Nordic Plast plans to increase its production capacities by adding a new line for<br />
production of polypropylene (“PP”) pellets from woven bags. This would allow Nordic Plast to increase<br />
output volume to 7,400 tonnes of products in 2013 and is planned to stay on the same level until 2015.<br />
Moreover, the Group wants to develop recycling of construction and demolition waste. As above<br />
mentioned recycling business lines have not been developed in Latvia yet, the Group has unique<br />
opportunity to profit from its introduction, as well as capitalize on the first mover advantage.<br />
Geographical expansion. The Group plans to expand its business through acquisitions in waste<br />
management segment across the Baltics. This will allow the Group to strengthen its market position and<br />
enter new, attractive markets. The Group will concentrate on seeking targets in collection and recyclables<br />
sorting and trading segments across the Baltics. Moreover, the Group aims at using opportunities arising<br />
from potential liberalization of waste collection markets in Latvian regions.<br />
Securing raw material base. The Group aims at securing stable, internal supply of raw materials for the<br />
Group Companies, by integrating collection and recyclables sorting and trading segments. This aim<br />
would be reached by local and international expansion in order to create a pan-Baltic collection business,<br />
which would serve as solid raw material base. Not taking into potential acquisitions, the Group plans to<br />
increase volume of waste collected to 1,120,000 m 3 in 2013 and 1,500,000 m 3 in 2015. Moreover, the<br />
Group plans to take part in introduction of one-way soft drink bottles deposit system in Latvia as soon as<br />
it will be possible, which could be developed in accordance with public-private partnership. Introduction<br />
of such system will facilitate the flow of raw materials (including PET packaging) for the Group’s<br />
recycling business. Furthermore, the Group plans to introduce separate waste collection system (i.e. by<br />
112
providing separate waste containers in collection sites), in order to improve sorting efficiency and<br />
therefore obtain access to recyclable material of higher quality. The Group also considers obtaining<br />
concessions on use of municipality owned landfills, which would add additional source of raw materials<br />
flow for the Group Companies. Additionally, the Group plans to increase its presence in collection of<br />
construction and demolition waste and thus facilitate flow of raw material, which would allow<br />
introducing new business lines in the recycling business (i.e., recycling of construction and demolition<br />
waste).<br />
<br />
<br />
<br />
<br />
Launching new cross-sector business projects. The Group actively seeks market opportunities for<br />
launching new business lines, which include processing of waste biomass, including wood waste,<br />
agricultural waste, sewage sludge, biological waste from food production, household waste and others.<br />
Projects include development of a biogas plant for production of electricity and heat from anaerobic<br />
digestion of biological waste, and renewable energy power plant for production of electricity and heat<br />
using biomass from municipal solid waste. Cogeneration plants will produce heat for local commercial<br />
entities and households, while electricity will be sold to Latvian national grid according to feed-in tariffs.<br />
The Group is also developing new regional projects for recycling of commercial and industrial waste,<br />
including electronic scrap, construction waste, end-of-life tires. The Group would use its extensive<br />
experience in waste recovery organisation segment to profit from development of such new initiatives.<br />
Introduction of one-stop-shop concept. The Group aims to develop on-stop-shop concept providing wide<br />
range of services for households, including not only waste collection, but also snow removal and sewage<br />
services.<br />
Applying global trends, technologies and processes to local conditions. The Group seeks to make use of<br />
the market opportunities resulting from transition of waste management industry in the Baltics to the<br />
levels of its development in Western European countries. The Group wants to monetize on changes<br />
connected with decrease of waste landfilled, reduction of “grey” part of waste market, increase in waste<br />
recycling and recovery (due to EU requirements), growing social awareness, and PRO introduction aimed<br />
at construction and demolition waste and other types of waste. The Group also aims at implementing of<br />
so-called “zero waste concept”, where separate waste disposal, proper sorting and existence of recycling<br />
facilities makes waste flow a valuable material base. Moreover, the Group is constantly monitoring<br />
appearance of new technologies and processes in the global waste management industry, in order to<br />
identify, adjust to local conditions and implement profitable business and operational solutions.<br />
Actively seeking for the opportunities of financing from the EU. The Group operates in industry, which<br />
has great importance for sustainable growth of EU community and therefore is subject to financing from<br />
different EU funds. In the Management’s view such financing may be invested in various projects, which<br />
could fuel the Group’s further growth. Therefore, the Group aims at active seeking for the opportunities<br />
of obtaining financing from different EU funds.<br />
Principal Business Activities<br />
The Group’s business model represents vertically integrated multi-service waste management provider. The<br />
Group operates in four different waste management segments: (i) organisation of waste recovery, (ii) waste<br />
collection, (iii) sorting and trading of recyclables, and (iv) recycling.<br />
Organisation of waste recovery<br />
Overview<br />
The Group is present in the organisation of waste recovery through LZP, which was the first to enter and now is<br />
one of the leading producers’ responsibility organizations (“PRO”) in Latvia. Since 2000 LZP is a member of<br />
Packaging Recovery Organization Europe (PRO Europe), which unifies “Green Dot” systems from 33 European<br />
and North American countries. In the territory of Latvia the rights to use in respect to financial participation in<br />
system of collection and recycling of packaging and packaging waste and to grant “Green Dot” trademark<br />
belongs exclusively to LZP.<br />
In 2001 Latvia introduced producers’ responsibility system. The system applies the principal ‘polluter pays’,<br />
where all the producers and importers of packaged goods, electric and electronic equipment and goods harmful<br />
to the environment are obliged either to collect and recycle those waste by themselves and pay the NRT or<br />
113
transfer the collection and recycling duties to the PRO. The clients of LZP or other PROs transfer the<br />
responsibility for execution of recycling quota of the certain types of waste to LZP or other PRO, which procure<br />
waste recovery so that their clients are exempted from the NRT.<br />
LZP is implementing and coordinating the collection, processing, recycling and utilisation of certain types of<br />
waste. LZP is not involved in physical processes of waste management. LZP acts as coordinator between<br />
companies generating waste (e.g., producers, importers) and waste collectors, sorters, recyclers and traders<br />
(including exporters). By becoming the client of LZP, the company transfers the responsibility for execution of<br />
recycling quota of the certain types of waste to LZP, which procures waste recovery so that its clients are<br />
exempted from NRT (for more information please see “Regulatory Information – Environmental and other<br />
Licenses and Permits”). Throughout the whole cycle of activities LZP is supervised by competent state<br />
institutions.<br />
LZP implements and manages waste recovery system of the following types of waste:<br />
<br />
<br />
<br />
Waste packaging and disposable tableware and accessories. This type of waste includes paper and<br />
cardboard, glass, polymers, metal and wood.<br />
WEEE. This type of waste includes, among others, refrigerators, monitors, electric bulbs, TV sets and<br />
mobile phones.<br />
GHE. This type of waste includes lubricant oils, different types of batteries, tires and oil filters.<br />
The table below presents data on certain types of packaging waste under recovery of LZP in periods indicated (in<br />
tonnes).<br />
For three months<br />
ended 31 March<br />
For the year ended 31 December<br />
2012 2011 2011 2010 2009<br />
Glass 5,685 5,869 27,061 26,504 23,698<br />
Polymers 5,752 5,549 23,619 23,681 21,823<br />
Metal 1,432 1,335 6,101 5,929 4,886<br />
Paper, cardboard 9,256 8,909 37,720 39,508 37,192<br />
Wood 6,622 5,737 27,555 28,063 23,748<br />
Total 28,747 27,399 122,055 123,685 111,346<br />
Source: The Group’s data<br />
The table below presents data on WEEE under recovery of LZP in periods indicated (in tonnes).<br />
For three months<br />
ended 31 March<br />
For the year ended 31 December<br />
2012 2011 2011 2010 2009<br />
WEEE 673 654 3,323 3,711 5,149<br />
Source: The Group’s data<br />
The tables below present data on certain types of GHE under recovery of LZP in periods indicated (in tonnes or<br />
pieces).<br />
114
For three months<br />
ended 31 March<br />
For the year ended 31 December<br />
2012 2011 2011 2010 2009<br />
Lubricant oils 1,194 1,076 4,605 4,266 1,980<br />
Electric batteries, led 463 328 1,758 1,470 1,081<br />
Electric batteries, Ni-Cd and Fe-Ni 3 4 16 17 11<br />
Galvanic elements and galvanic batteries 49 35 177 174 142<br />
Other electric batteries 12 11 51 43 12<br />
All types of tires 101 140 642 695 580<br />
Total 1,822 1,594 7,249 6,664 3,806<br />
Oil filters (piece) 53,649 46,054 207,365 202,253 150,132<br />
Source: The Group’s data<br />
The process of providing waste recovery services by LZP is as follows:<br />
<br />
<br />
<br />
<br />
<br />
Identification of clients. LZP identifies entities, which have the duties under the producers’ responsibility<br />
system and signs contracts with them, in accordance to which the client transfers the responsibility for<br />
execution of recycling quota of the certain types of waste to LZP.<br />
Clients’ reporting. LZP collects clients’ reports on the volume of packaged goods, electric and electronic<br />
equipment and goods harmful to the environment placed by the clients on the market and based on those<br />
reports calculates fees to be paid.<br />
Organisation of collection and delivery of waste. LZP, in cooperation with local municipalities and waste<br />
collectors, ensures collection of packaging waste, WEEE and GHE. LZP usually pays for packing waste,<br />
WEEE and GHE collected (partly covering collection costs) and often finances, together with the waste<br />
collectors, separate collection containers and special collection sites for different types of waste.<br />
Moreover, LZP usually finances the process of delivery of the sorted packaging waste and other collected<br />
goods from waste managers to processing and recycling companies.<br />
Organisation of recycling. LZP organizes the process of recycling of collected packing waste, WEEE and<br />
GHE and submits reports on the results to state institutions. Annually, LZP distributes certificates on<br />
accomplishment of the recovery quotas to the clients.<br />
Educating society. LZP implements projects for educating society in order to urge people to sort different<br />
types of waste in the households. LZP also engages in informative campaigns on the benefits of joining<br />
the waste recovery system and tax exemptions connected therewith. Moreover, LZP engages in<br />
educational activities with current clients through organisation of seminars on compliance procedures,<br />
changes in legislation, accounting issues and other information.<br />
LZP has established long-term cooperation with local municipalities and over 30 major waste collectors in<br />
Latvia. To collect packaging waste from inhabitants, LZP in cooperation with the waste management companies<br />
designated by the municipalities adds to the container sites in densely populated areas special containers for<br />
separate waste collection. In total more than 50 such separate waste collection sites are in operation and more<br />
than 10 000 containers of various volumes have been placed for collecting packaging waste from inhabitants.<br />
This ensures that LZP system for managing waste recovery covers approximately 75% of the territory of Latvia,<br />
where resides approximately 80% of the country’s population.<br />
In accordance with the orders of LZP, the waste packing collected in the containers is sorted on specially<br />
equipped sorting lines. Sorting (e.g. PET bottles sorting by colours) is required to obtain high quality recyclable<br />
material that complies with the requirements of processing and recycling companies. When the waste packing is<br />
sorted on the sorting lines, it is pressed in bales to increase the volumes to be transported and thus decreasing the<br />
transportation costs, because the most distant stage is delivery for processing. To obtain maximum effect from<br />
the technological possibilities of the press, presses of different types and sizes are purchased and used. The<br />
volume of waste packing ordered by LZP after collection and first stage processing (sorting, pressing) is sent to<br />
recycling companies in Latvia and abroad.<br />
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The optimal way for collecting WEEE from inhabitants is setting up collection points in the municipalities of<br />
Latvian regions or at commercial centres, in cooperation with the local waste management companies and<br />
recycled raw material management companies. In WEEE collection sites the inhabitants can dispose free of<br />
charge of all types of household WEEE. The collection of WEEE from inhabitants and companies is also<br />
arranged by using mobile WEEE collection sites. In the WEEE processing all hazardous components and<br />
materials and substances not suitable for recycling, e.g. insulation foam and cotton, are separated from the<br />
WEEE. Such hazardous components as water-resistant substances, waste containing Hg, PCS and other are<br />
delivered to hazardous waste processing companies. Component, which can be recycled are delivered to<br />
recycling companies.<br />
The collection of GHE is done at the separate waste collection sites, equipped in cooperation with waste<br />
management operators, as well as in car services and shops selling GHE. Used batteries are collected in<br />
cooperation with joint-stock company BAO, which services more than 2,500 battery containers in shopping<br />
centres, state, municipal and educational institutions. In approximately 57 sites equipped by LZP cooperation<br />
partners – waste and recycling management companies it is also possible to dispose of car tires and power<br />
batteries, while car lubricant oils and filters are collected mainly through car services and traders selling car<br />
accessories. GHE requires special transport in order to be taken from collection units at the municipalities and<br />
retail shops to processing plants. Such transport is equipped with freight container covers and flooring that<br />
prevent any leaks of polluting material into the environment.<br />
Customers<br />
Majority of clients of LZP are leading importers, producers and retailers in Latvia, including international<br />
corporations. Moreover, most of the companies, which import goods labelled with the Green Dot trademark, are<br />
concluding agreements with LZP. Agreements with clients are usually signed for indefinite period with<br />
possibility to terminate the contract with one or three month written notice. When concluding the agreement on<br />
recovery of packing waste, the customer receives the right to use the “Green Dot” trademark for free.<br />
The biggest clients of LZP are: RIMI Latvia (second leading supermarket chain in Latvia), Maxima Latvia<br />
(leading supermarket chain in Latvia), Cido Grupa (largest producer of beverages and soft drinks in Latvia),<br />
Coca-Cola Latvia, Mobil Plus (one of the oldest alcohol producers and distributors in Latvia owned by Finnish<br />
Altia), Aldaris (the largest brewery in Latvia, owned by Carlsberg), Spilva (leading producer of meals and meal<br />
additives), Procter & Gamble (Latvian branch of the world leading provider of consumer package goods), Greis<br />
Logistika (one of the biggest wholesalers of FMCG products in Latvia) and LATALKO (alcohol wholesaler<br />
serving more than 2,500 clients in Latvia). For detailed information in regard to terms of agreements with certain<br />
major clients of LZP please see: “Material Contracts – Waste management agreements – Waste recovery<br />
agreements of Latvijas Zalais punkts”.<br />
The table below presents number of clients of LZP in the years 2000 – 2011.<br />
Packaging Waste<br />
management<br />
2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000<br />
2,424 2,085 2,193 1,690 1,459 1,254 1,050 756 501 286 12 7<br />
WEEE management 558 503 504 468 404 323 32 - - - - -<br />
GHE management 367 308 257 135 105 75 - - - - - -<br />
Total 3,349 2,896 2,954 2,293 1,968 1,652 1,082 756 501 286 12 7<br />
Source: The Group’s data<br />
LZP clients pay two types of fees: one time joining fee (paid only by the clients of packaging waste recovery)<br />
and weight-based or unit-based waste material service fee. Fees are not regulated or controlled by any<br />
authorities. Service fee is usually paid quarterly, based on a report on the volume of packaged goods, electric and<br />
electronic equipment and goods harmful to the environment actually placed by the client on the market. The<br />
service fee is calculated based on the costs of collection, sorting, transportation and recycling of each type of<br />
waste. Service fees received by LZP are on average higher than its main competitor Zala Josta’s fees, because<br />
LZP has competitive advantage providing integrated solutions, including: waste management consultancy, onsite<br />
visits, online reporting, material stream audit, seminars and implementation of efficient packaging waste<br />
recovery solutions in cooperation with Eko Reverss.<br />
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Suppliers<br />
The main suppliers of LZP are waste collection, recyclables sorting and trading, and recycling companies both in<br />
Latvia and abroad. LZP pays them for collection, transportation, sorting and recycling of certain amounts and<br />
types of waste. Significant part of orders is fulfilled intra-group, mainly with Eko Reverss, Eko Riga, PET<br />
Baltija and Nordic Plast. Other major suppliers of LZP are: ZAAO (municipal waste management company<br />
operating in North-Western Latvia), Eko Osta (GHE waste manager), L&T (waste collection company), Ragn<br />
Sells (Scandinavian waste management company), BAO (GHE waste manager), Eko Latgale (recycling<br />
company operating in the second biggest Latvian city). Agreements with suppliers are usually signed for a longterm<br />
period.<br />
LZP cooperates with recyclers in Latvia and abroad where the following types of products are recycled:<br />
<br />
<br />
<br />
<br />
<br />
<br />
PET. Major part is recycled by PET Baltija.<br />
Polymers. Major part is recycled by Nordic Plast and Scholler Arca Systems.<br />
Glass. Mainly exported to Lithuania (Warta Glass Panevezys) and Ukraine (Vetropac).<br />
Paper and cardboard. Major part is exported to Lithuania and Ukraine, key local suppliers are V.L.T. and<br />
Ligatnes paper mill.<br />
WEEE. Major part is exported for recycling to Lithuania due to limited recycling possibilities in Latvia.<br />
Some metal parts are recycled in Latvia: Liepajas Metalurgs recycles ferrous metals. Refrigerators are<br />
recycled in cooperation with BAO. Lampu demerkurizacijas centrs ensures recycling of fluorescent bulbs.<br />
GHE. Oil and oil filters are recycled by Eko Osta. Used batteries are mainly exported to Germany for<br />
recycling, power batteries are mainly exported to Lithuania for processing and accumulators are exported<br />
to Estonia for recycling at <strong>Eco</strong>metal company. Tires’ recycling is mainly covered by Latvian cement<br />
manufacturing plant Cemex for heating, with some part being pressed into blocks for later use in road<br />
construction through marshlands, as filter material for landfills or as insulation for explosive devices in<br />
use by the military.<br />
Licenses, permits and certificates<br />
LZP has right to establish and implement waste recovery system of: (i) waste harmful to the environment, (ii)<br />
WEEE, and (iii) waste packaging and disposable tableware and accessories, based on orders No 430, 431 and<br />
428 issued on 29 December 2010 by the Ministry of Environment Protection and Regional Development of<br />
Latvia. The orders were issued on the grounds of the plans for implementation of waste recovery systems for<br />
above mentioned types of waste for period 2011-2013 prepared by LZP and accepted by the Ministry of<br />
Environment Protection and Regional Development of Latvia. The orders grant rights to NRT payers, who have<br />
signed the agreement with LZP on participation in the waste recovery system to apply exemption from NRT for<br />
a period indicated in the orders, i.e. until 31 December 2013. Granted rights are conditional on validity of an<br />
agreement entered into between LZP and Latvian Environmental Protection Fund Administration. On 30<br />
December 2010 LZP signed such agreements with Latvian Environmental Protection Fund Administration (for<br />
more information please see: “Material Contracts – Waste Management Agreements – Agreements with the<br />
Latvian Environmental Protection Fund Administration”).<br />
Additionally, LZP carries out the assessment, control and recovery of used packaging waste, WEEE and GHE in<br />
compliance with the requirements set by ISO 9001:2008 standard, which is confirmed by the certificate issued<br />
by the international auditing bureau Det Norske Veritas, stating that the quality control system implemented by<br />
LZP is compliant with the aforementioned standard.<br />
Waste collection<br />
Overview<br />
The following Group Companies, together with their certain subsidiaries, are engaged in the waste collection<br />
business: Eko Riga, Vaania (through Jumis), Eko Kurzeme, Jurmalas ATU and Kurzemes Ainava.<br />
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Eko Riga, Vaania (through Jumis), Eko Kurzeme, Jurmalas ATU and Kurzemes Ainava concentrate their<br />
activities on providing waste collection services, including collection of waste from household and commercial<br />
clients, as well as collection of construction waste. Depending on the season, every Group <strong>Company</strong> operates<br />
twenty to forty different domestic waste collection routes, which are developed with maximum efficiency, so<br />
that no excess passages, near-empty containers or ineffective runs are present. The Group Companies have<br />
enough machinery units at their disposal to ensure persistent waste collection process for all of their customers,<br />
as well as to change the frequency of waste collection from each object and the number and capacity of<br />
containers at any moment, should such need arise or given the customer’s request or suggestion. The Group<br />
Companies ensure high-quality container repair and replacement service – depending on the damage suffered by<br />
the container, it may either be repaired at the object itself (by a mobile brigade) or replaced with another, in case<br />
it’s not possible to repair the container quickly. The Group Companies wash and disinfect the containers up to 4<br />
times a year, offering an innovative solution for the issue – it is possible to disinfect a container at the spot,<br />
having all the hygiene and environmental demands complied with. A container is being washed with a special<br />
compound that has disinfecting capability, but has no impact on the environment whatsoever.<br />
The Group Companies also offer large-size waste collection, using vehicles equipped with a press, vehicles<br />
specialized for the removal of construction and demolition waste or container vehicles with a hydraulic elevator<br />
especially suitable for operations at the objects with limited access (narrow streets, inner courts etc.), as well as<br />
offer transportation of animal by-products and derived products not intended for human consumption.<br />
The waste collected is transported to the landfills or recyclables sorting and trading companies (if it is recyclable<br />
waste).<br />
The Group Companies are present in three out of five waste management regions in Latvia, where private waste<br />
collection companies could operate (for more information please see: “Industry Overview – Characteristics of<br />
Waste Management Industry in Latvia – Waste Collection”). Eko Riga and Vaania (through Jumis) are active in<br />
Riga and its region, Jurmalas ATU and Kurzemes Ainava operate in Piejura region and Eko Kurzeme is active in<br />
Liepaja region.<br />
In accordance with Latvian law each municipality should select a waste manager (based on public procurement<br />
or public-private partnership procedures), which will perform collection, transportation, unloading and storage of<br />
household waste in the relevant household management zone. Waste producers (e.g. households) should enter<br />
into a contract with the selected waste manager. Only the waste producer, which has been exempted from paying<br />
the NRT (e.g. commercial entity), is entitled to enter into a contract with the waste manager selected by itself<br />
(for more information please see: “Regulatory Information – Environmental and other Licenses and Permits”).<br />
Based on above mentioned legal requirements imposed on the municipalities, the Group Companies concluded<br />
number of agreements with municipalities on providing waste management services. Eko Riga signed<br />
agreements with Riga, Carnikava District and Marupe District municipalities. Eko Kurzeme concluded<br />
agreements with, among others, Liepaja and Grobina municipalities. Jurmalas ATU executed similar agreements<br />
with Jurmala and Babite municipalities. Kurzemes Ainava has contracts with, inter alia, numerous<br />
municipalities located in: Talsi, Dundaga, Engure, Jaunpils, Mersrags, Roja, Tukums and Kandava regions.<br />
Jumis signed agreements with Sigulda City Council and Ligatne Region municipality. For more information on<br />
terms and conditions of the above mentioned agreements please see: “Material Contracts – Waste Management<br />
Agreements”.<br />
The Group actively engages in expanding its territorial presence in waste collection industry in Latvia by<br />
participating in public tenders organized by the municipalities. In 2011 the Group won two major public tenders<br />
for waste collection services in Babite municipality and Jurmala.<br />
Moreover, in order to broaden the services provided and satisfy customers’ needs the Group Companies provide<br />
the following services: construction and demolition waste collection, production waste collection, sewage and pit<br />
services, secondary raw materials collection, WEEE and GHE collection, winter services (e.g. snow removal),<br />
waste management services to the municipalities (including street and beach cleaning; communal services: city<br />
cleaning in winter and summer, grass mowing, planting of greenery and daily maintenance, cemetery<br />
maintenance), public events services, cleaning services, BIO toilets rental, non-standard metal constructions,<br />
catching of stray animals, biological waste management, food oil management, “inner” sorting (sorting waste in<br />
offices and staircases), trading in non-slip materials (sand, salt, sand & salt mix available through retail and<br />
delivery) and transportation services of animal by-products and derived products not intended for human<br />
consumption.<br />
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The table below shows certain other services provided by the Group Companies.<br />
Eko Riga<br />
Jumis<br />
Jurmalas<br />
ATU<br />
Eko<br />
Kurzeme<br />
Kurzemes<br />
Ainava<br />
Construction and demolition waste<br />
collection x x x x x<br />
Production waste collection x x x x x<br />
Sewage and pit services x x x x -<br />
Secondary raw materials collection x x x x x<br />
WEEE collection x x - x x<br />
GHE collection x x - x -<br />
Winter services x x x x x<br />
Street cleaning - - x - x<br />
Area cleaning / beach cleaning services x - x x -<br />
Cemetery management - - - - x<br />
Public event services x x x x x<br />
Source: The Group’s data<br />
Customers<br />
The Group Companies generate revenues from fees paid by their clients. Waste disposal tariffs for household<br />
waste management depend on the procedure in which the agreement between the municipality and the waste<br />
manager was concluded. In general, if the waste manager is selected through the public procurement procedure,<br />
the tariff is determined in competitive manner during public tender. On the other hand, during the transition<br />
period (until municipalities have entered into contracts on household waste management with waste management<br />
companies selected in accordance with the public procurement procedures), the fees for household waste<br />
management should comply with the last tariff approved by the authorities. For more information please see:<br />
“Regulatory Information – Price Controls”. Agreements with those clients are usually signed in accordance with<br />
provisions prescribed in the agreements between the municipality and waste manager.<br />
Other clients (including: large retail networks, manufacturers) pay for services provided by the Group on the<br />
market basis. Agreements with those clients are usually signed annually.<br />
Some of the big clients of Eko Riga are Vangazu namsaimnieks and CDZP, which are facility managers in Riga,<br />
and Maxima Latvia, the biggest grocery chain in Latvia. The big clients of Eko Kurzeme are Rigas namu<br />
parvaldnieks (Riga municipal facility manager), Liepajas namu apsaimniekotajs (Liepaja municipal facility<br />
manager) and Nam Serviss (facility manager). Jurmalas ATU serves: Jurmala City Council and Jurmalas udens<br />
(utility company). Kurzemes Ainava provides services to: Tukuma nami and Talsu namsaimnieks (both<br />
companies are facility managers).<br />
Selling method for household waste services for potential clients is direct active selling carried by permanent<br />
sales managers of the Group Companies.<br />
Suppliers<br />
The major suppliers of waste collection companies are fuel suppliers and landfills. The Group Companies<br />
purchase the fuel from Statoil Latvia.<br />
The Group Companies pay landfill tariffs per tonne of waste disposed. According to data released by the Latvian<br />
Public Utilities Commission landfill tariffs in 2012 range from EUR 20 per tonne to EUR 32.2 per tonne,<br />
amounting to EUR 23.7 per tonne in Getlini Eko, EUR 31.9 per tonne on Liepajas RAS and EUR 27.5 per tonne<br />
on Piejura (all presented amounts excluding VAT). The following Latvian landfills are major suppliers for the<br />
Group Companies: Getlini Eko (used by Eko Riga, Eko Kurzeme and Jumis), Piejura (used by Jurmalas ATU<br />
and Kurzemes Ainava) and Liepajas RAS (used by Eko Kurzeme).<br />
119
Licenses, permits and certificates<br />
As of the date of the Prospectus all the Group Companies involved in the waste collection activities received all<br />
necessary permits for performance of those activities. Those permits include, among others, permits for waste<br />
collection and transportation, including transportation of animal by-products and derived products not intended<br />
for human consumption, as well as permits for performance of category C polluting activities related to waste<br />
transportation, i.e. management of own vehicle repair and maintenance workshop, parking lots and petrol station.<br />
Please see: “Risk Factors – Risks Relating to the Group’s Business – The Group depends on licenses and permits<br />
that could be revoked, the Group may not be able to prolong them or the Group may not be able to obtain<br />
required licenses and permits”.<br />
Eko Riga received ISO 9001:2009 (equal to European Standard EN ISO 9001:2008) certificate, issued by<br />
Bureau Veritas which is valid until 25 September 2014.<br />
Recyclables Sorting and Trading<br />
Overview<br />
The Group operates in the recyclables sorting and trading market through one of the Group Companies – Eko<br />
Reverss. Eko Reverss has a leading position in terms of turnover in recyclables sorting and trading sector in<br />
Latvia. Eko Reverss has also strong position in Lithuania and Estonia in the same segment.<br />
In its business activity Eko Reverss concentrates on obtaining, sorting and trading of recyclables. <strong>Eco</strong> Reverss<br />
obtains recyclables mainly in three ways: (i) by purchasing it from waste management organizations all across<br />
Latvia (those operators generally sell material prepared for further resale, i.e. there is no need in sorting it); (ii)<br />
by purchasing it from industrial customers, i.e. factories, warehouses, logistics centres, retail shops (the material<br />
acquired from these partners has to be sorted and pressed); and (iii) by collecting it from containers for separate<br />
collection placed in different regions (the material gathered from such containers has to be sorted and pressed).<br />
The developed wholesale chain of recyclable raw materials works actively in whole Baltics, allowing Eko<br />
Reverss to purchase materials also from Lithuania and Estonia. Key purchase criteria in the market are price and<br />
quality correlation. Product purchase pricing is very flexible and depends on several issues, e.g. type and sort of<br />
material and its volumes, and transportation costs, which depend on the distance where collected recyclables has<br />
to be picked up from.<br />
Depending on the type of material, its quality and place where it was obtained, the material is either transported<br />
to the Eko Reverss facilities in Riga or delivered directly to the clients.<br />
The material transported to Eko Reverss facilities is processed depending on its type and readiness for further<br />
resale. The processing itself may be divided in two main directions: sorting and pressing the used packaging<br />
material and disassembling and sorting WEEE and GHE. The used packaging material is sorted into different<br />
groups: cardboard; polymers; PET; glass and other materials. The packaging material is being sorted at two<br />
separation lines. The sorted material is then being pressed using three presses, which have different output and<br />
application. When sorted and pressed, the material is kept in a warehouse within the Eko Reverss premises.<br />
WEEE and GHE are sorted by different types of materials, depending on its recyclability value. When sorted, the<br />
material is being kept in a warehouse until it’s sold.<br />
Further, the material is sold both in Latvia and abroad. The prices of products that are sold are calculated based<br />
on prices in international markets for those materials. Eko Reverss maintains database of its clients and contact<br />
them whenever sufficient amount of recyclables for sale is available.<br />
In its business activity Eko Reverss is involved in obtaining, sorting and trading of, inter alia, the following<br />
recyclable materials:<br />
<br />
<br />
<br />
Glass. Obtained both sorted and unsorted. First sort glass of high quality and mixed glass of lower<br />
quality, used as construction material, are sold to the factories in Ukraine and Lithuania.<br />
PE. Sorted by Eko Reverss and later vast majority sold to Nordic Plast. The rest is exported to Lithuania<br />
and Germany.<br />
PET. Sorted by Eko Reverss and sold to PET Baltija only.<br />
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Paper and cardboard. Sorted by Eko Reverss and sold mainly to Ligatnes paper mill in Latvia. Is also<br />
shipped to Klaipedos Kartonas in Lithuania.<br />
Metal. Not sorted by Eko Reverss and sold in Latvia to Kuusakoski, Grobinas Metals and Tolmets.<br />
WEEE. Sorted by Eko Reverss. Metal parts are disassembled and sold as metal scrap. The rest is sold to<br />
Lithuanian recyclers EMP recycling and Baltijos Perdirbimas.<br />
GHE. Used batteries are mainly exported to Germany, power batteries are mainly exported to Zalvaris in<br />
Lithuania and accumulators are exported to Estonia for recycling at <strong>Eco</strong>metal company. Tires are sold<br />
Latvian cement manufacturing plant Cemex.<br />
The table below presents amounts of different types of recyclables sorted by the Group in periods indicated (in<br />
tonnes).<br />
For three months<br />
ended 31 March<br />
For the year ended 31 December<br />
2012 2011 2011 2010 2009<br />
PE 246 281 1,018 1,172 911<br />
Paper and Cardboard 1,096 1,505 5,483 4,575 3,392<br />
PET 23 43 119 42 60<br />
Total 1,365 1,830 6,620 5,789 4,363<br />
Source: The Group’s data<br />
The table below presents amounts of different types of recyclables traded by the Group in periods indicated (in<br />
tonnes).<br />
For three months<br />
ended 31 March<br />
For the year ended 31 December<br />
2012 2011 2011 2010 2009<br />
Glass 4,971 4,625 20,488 19,416 15,081<br />
PET 75 33 454 566 409<br />
PE 1,370 1,303 7,350 5,760 2,900<br />
Paper and Cardboard 3,009 891 10,679 9,180 5,766<br />
WEEE 130 207 993 782 641<br />
Total 9,555 7,059 39,964 35,704 24,797<br />
Source: The Group’s data<br />
Customers<br />
Eko Reverss cooperates broadly with LZP, its biggest client. Eko Reverss has a long-term framework<br />
agreements with LZP and the detailed agreements are signed annually or quarterly for particular volume of<br />
specific type of recyclables (glass, polymers (including PE), PET, paper and cardboard, metal, WEEE, GHE) to<br />
be collected and sent for processing. LZP pays Eko Reverss on the market basis. Eko Reverss also cooperates<br />
with Nordic Plast and PET Baltija.<br />
Apart from LZP and other Group Companies, Eko Reverss cooperates with major waste management companies<br />
and material recyclers active in the Baltics and Ukraine, including: Eko Group (collection and sorting company<br />
in Lithuania), Gemini Corporation (international commodity specialist from Belgium), Virginijus ir KO (waste<br />
purchase, sorting and trading company from Lithuania) and Vetropac (Ukrainian factory which is part of the<br />
Switzerland based Europe's leading manufacturers of packaging glass). Agreements with clients are usually<br />
signed for a one year period and renewed annually.<br />
121
Suppliers<br />
Throughout its business activities Eko Reverss buys recyclable materials (both sorted and unsorted) from waste<br />
collection companies, producers and retail chains. Eko Reverss is active on the whole Latvia, as well as in<br />
Lithuania and Estonia. Eko Reverss doesn’t conclude long-term agreements with its suppliers.<br />
Major suppliers of Eko Reverss are: Ragn Sells (Swedish waste management company), Eko Latgale (recycling<br />
company operating in the second biggest Latvian city), Eko Group (collection and sorting company in<br />
Lithuania), L&T (Finish waste collection company), ZAAO (municipal waste management company operating<br />
in North-Western Latvia) and Piejura landfill.<br />
Licenses, permits and certificates<br />
As of the date of the Prospectus Eko Reverss has been granted all permits necessary for performance of its<br />
business activities, including permit for performance of category B polluting activities (please see: “Regulatory<br />
Information – Environmental and other Licenses and Permits”). Permit for performance of category B polluting<br />
activities for Eko Reverss was issued on 19 September 2007 for period of 5 years. The renewed permit for<br />
performance of category B polluting activities for Eko Reverss was issued on 18 May 2012 for period of 7 years.<br />
Please see: “Risk Factors – Risks Relating to the Group’s Business – The Group depends on licenses and permits<br />
that could be revoked, the Group may not be able to prolong them or the Group may not be able to obtain<br />
required licenses and permits”.<br />
Recycling<br />
Overview<br />
The Group is involved in recycling business through two of the Group Companies: PET Baltija and Nordic Plast.<br />
This allows the Group to engage in two different business lines, namely, recycling of raw materials into PET<br />
flakes (PET Baltija) and PE pellets (Nordic Plast). PET Baltija operates the largest PET bottle recycling plant in<br />
the Baltics in terms of production volume and Nordic Plast is the leading used PE waste recycler in Latvia in<br />
terms of production volume.<br />
PET Baltija<br />
PET Baltija uses clean and mixed colour PET packaging material (e.g. bottles) to recycle them into PET flakes.<br />
The Group aims at recycling raw material of good quality (i.e. lower contamination), that allows it to more<br />
efficiently use capacities of its production facilities.<br />
PET Baltija produces colour sorted, cleaned, hot washed PET flakes that can be further used in production of<br />
food packaging material as well as in fibre and strapping industries. PET Baltija produces high-quality PET<br />
flakes for food grade industry. It offers: clear flakes, light blue flakes, green flakes, brown flakes and dark mix<br />
flakes. PET Baltija also produces several by-products: PET flakes with metal components, PET dust, PET<br />
cuttings, grinded corks and labels, ungrinded corks and labels, ungrinded labels, PET cuttings from sewage<br />
treatment.<br />
The prices of PET flakes are variable depending on various factors, including: seasonality of demand (on the one<br />
hand, increased demand for PET flakes could be observed in spring and summer, but on the other hand PET<br />
Baltija doesn’t sell its products in the second half of December), crude oil and cotton prices, and prices of virgin<br />
PET. The Group is monitoring prices of PET flakes on the daily basis, allowing the Group to faster adjust to<br />
changing prices of PET flakes and raw material used for recycling. Therefore, in the Management’s view, the<br />
Group is able to secure stable and historically higher level of the margins.<br />
The recycling process in PET Baltija begins with used PET packaging in 150-500 kg bales being forwarded by a<br />
conveyor through the bale cleaver and a conveyor system into the hot wash. There the incoming PET packaging<br />
is washed with hot water and steam, thus removing most of the sand and other impurities, moistening the<br />
material and partially removing the labels. Bottle caps are also removed in the process. After the preliminary<br />
wash the PET packaging is forwarded onto the automatic sorting line, where it is sorted by colour and rid of<br />
other polymers and metal objects. Upon the completion of the automatic sorting, several workers are conducting<br />
the final visual inspection of the PET flow. Upon being sorted away, the otherwise coloured PET packaging is<br />
forwarded onto the second processing line where it gets processed into coloured PET flakes. After the sorting is<br />
122
complete, the valid main flow is forwarded into the grinder, where it gets ground until the certain size of PET<br />
flakes has been achieved. The ground material is mixed with water and pumped into the washing device, where<br />
the remaining glue, label pieces and other impurities are washed off the material using high temperature and<br />
alkaline chemicals. Most of the impurities are separated after the wash by means of a vibrating sieve. Afterwards<br />
the flakes get into the flotation separator. Since PET is heavier than water, the PET flakes sink onto the bottom<br />
of the device, while the cap and label material is lighter and therefore floats on the surface. Both material flows<br />
are separated and clean PET flakes with no impurities get into the rinsing device. After the rinsing, the PET<br />
flakes get dried with hot air and rid of small dust-like PET particles and small pieces of paper during a spin in<br />
the cyclone. This stage involves the PET flakes being finally cleaned of metal particles using a metal detector.<br />
The dry flakes are packed into bags, which are then stored at the warehouse before being shipped by the clients.<br />
In accordance with common practices in the recycling business PET Baltija cooperates with its clients on the<br />
basis of separate orders without signing any long-term agreements. This is due to the fact that prices of PET<br />
flakes are variable. The sales agreements are signed at the end of each month and the prices are set monthly. The<br />
amount, price, payment terms are fixed in the order application form. PET Baltija services mostly its long term<br />
clients and every year is adding few new clients by standard way of marketing: emails etc.<br />
The major customers of PET Baltija are: Celoplast (international distributor and recycler of plastic raw<br />
materials), IMP Comfort (Polish textile producer which manufactures both polyester staple fibre and fibre-based<br />
products such as high weight non-wovens and interlinings), Lietpak (Lithuanian manufacturer of packaging<br />
materials from the polymer film), Silon (company from Czech Republic producing polyester staple fibres, PE<br />
and PP compounds) and Sky-Light (company from Denmark, being one of the leading companies in Europe<br />
within the development, design and manufacture of extruded plastic sheet and thermoformed plastic packaging).<br />
It should be noted that the major customers of PET Baltija are also the biggest clients of the whole Group (please<br />
see: “Risk Factors - The Group doesn’t conclude long-term agreements with its major customer”). Other<br />
customers of PET Baltija include: Retail Baltic (Lithuania), Boryszew (Poland), Greenfiber (Romania), Liljendal<br />
Bruk (Finland), ORV (Italy), RPC Cobelplast (Italy) and Strapa (Lithuania).<br />
In year ended 31 December 2011 PET Baltija exported 100% of its PET flakes production to the other EU<br />
countries. In year ended 31 December 2011 the main countries of destination of output of PET Baltija were:<br />
Denmark (19.35% of sales), Poland (17.69% of sales), Lithuania (17.13% of sales), Czech Republic (14.32% of<br />
sales), Italy (10.02% of sales) and the Netherlands (8.80% of sales).<br />
The table below presents amounts (in tonnes) and percentage of total amount of PET flakes sold by PET Baltija<br />
by country of destination in periods indicated.<br />
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For three months ended 31 March<br />
For the year ended 31 December<br />
2012 2011 2011 2010 2009<br />
tonnes % tonnes % tonnes % tonnes % tonnes %<br />
Denmark 1,524 29.87 599 13.26 3,313 19.35 1,889 13.90 1,931 32.46<br />
Poland 473 9.26 924 20.46 3,030 17.69 2,194 16.14 1,380 23.20<br />
Lithuania 603 11.81 665 14.72 2,933 17.13 1,389 10.22 481 8.08<br />
Czech<br />
Republic<br />
699 13.70 773 17.12 2,452 14.32 2,205 16.23 - -<br />
Italy 527 10.33 702 15.54 1,717 10.02 2,575 18.95 831 13.97<br />
The<br />
Netherlands<br />
643 12.59 395 8.75 1,506 8.80 1,827 13.44 624 10.49<br />
Finland 466 9.13 274 6.07 1,164 6.80 637 4.68 - -<br />
Romania 169 3.31 184 4.07 634 3.70 640 4.70 86 1.45<br />
Luxembourg - - - - 346 2.02 235 1.73 - -<br />
Slovenia - - - - 31 0.18 - - - -<br />
Estonia - - - - - - - - 93 1.55<br />
Latvia - - - - - - - - 502 8.44<br />
Austria - - - - - - - - 21 0.36<br />
Total 5,104 100 4,516 100 17,126 100 13,591 100 5,949 100<br />
Source: The Group’s data<br />
Raw materials recycled by PET Baltija are purchased from local and foreign waste handling companies. The<br />
Group aims at purchasing raw material from deposit systems in Scandinavia, due to its better quality (lower<br />
contamination) in comparison with raw material from Germany and CEE countries. The rest of raw material is<br />
purchased on the spot basis.<br />
PET bottle purchase prices are agreed with the sellers based on the spot prices published monthly by German<br />
industry magazine EUWID. Agreements with deposit systems are usually long-term agreements, revised<br />
annually and the terms of the contracts do not include the minimum volume and the fixed price. In the<br />
Management’s opinion this allows to have more flexible procurement policy.<br />
The purchase price of PET bottles depends on seasonality of demand (demand increases in summer and<br />
decreases in winter), fluctuations of supply (mainly from China, where supply of PET bottles depends on, inter<br />
alia, customs policy), crude oil and cotton prices.<br />
PET Baltija purchases most of the raw material from abroad, namely from: Scandinavia (Finland, Denmark), the<br />
Baltics, other European and CIS countries. The major suppliers of PET Baltija are also the biggest suppliers of<br />
the Group. Those major suppliers include: Dansk Retursystem (Denmark), Palpa (Finland), EPP – Eesti<br />
Pandipakend (Estonia), Lidl (Finland), Inland Holding (Estonia). If the planned MBT facilities will be<br />
constructed, this will allow increasing the supply PET Baltija with the raw material from Latvia. For more<br />
information on planned MBT facilities please see: “Use of Proceeds”.<br />
Nordic Plast<br />
Nordic Plast recycles (by sorting, washing, cutting, drying and extruding) used PE waste into different types of<br />
PE pellets. Nordic Plast recycles primarily the post-industrial, retail and agricultural PE films (e.g. shrink films).<br />
The Group aims at recycling less contaminated PE films, what decreases costs of cleaning and allows reaching<br />
the most efficient cost-quality ratio. Moreover, it allows use capacities of the production facilities in more<br />
efficient way.<br />
Nordic Plast produces low density polyethylene (“LDPE”) and high density polyethylene (“HDPE”) pellets. In<br />
the result three types of products are obtained: natural pellets (from clear PE), grey or dark pellets (from dark<br />
colour PE and used packaging bags) and mixed pellets (from different colour PE packaging). The PE pellets can<br />
be further used in production of, e.g., PE films or waste and packaging bags.<br />
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In general, the price of PE pellets depends on the price of primary PE. Moreover, prices of PE pellets are, to<br />
some extent, linked with crude oil prices. The Group is monitoring prices of PE pellets on the daily basis,<br />
allowing the Group to faster adjust to changing prices of end products and raw material. Therefore, in the<br />
Management’s view, the Group is able to secure stable and historically higher level of the margins.<br />
In the beginning of the PE recycling process carried by Nordic Plast, metal, wood, paper and other plastics<br />
admixtures that are unsuitable for the production of pellets are being manually sorted out from the delivered PE<br />
waste (used packaging). The sorted-out PE material is transported by a belt conveyor and reaches the grinder<br />
with water, where the material is crushed into flakes. The flakes are washed in a metallic bath with water. The<br />
flakes are stirred with moving fork-rollers in order to separate sand, dust, fat. Afterwards, the flakes go from the<br />
bath to centrifuge, where the water is removed. After the excessive water is removed, the flakes enter tubes with<br />
the help of a blower, where the flakes are dried with hot air flow. After drying, the flakes are accumulated in a<br />
bunker. After the bunker with a screw and with the help of a belt conveyor, the flakes enter the granulator, where<br />
they are repeatedly cut in smaller fractions. Further, in the beginning of screw in a high temperature, the mass is<br />
melted, filtered, moisture and other admixtures are drained with a degassing unit. The acquired mass is cut in<br />
pellets by rotating knives. The pellets are cooled in a bath with water, dried on a vibrating screen and by a<br />
blower. Finally, the pellets are poured into a bunker and then packaged into bags, which are then stored at the<br />
warehouse before being shipped by the clients.<br />
In accordance with common practices in the recycling business, Nordic Plast cooperates with its clients on the<br />
basis of separate orders without entering into contracts for several orders lasting over period of time. The basic<br />
payment condition for Nordic Plast clients is prepayment. The clients, who do not agree to prepayment, are<br />
offered to work with factoring or guarantee letters. Nordic Plast services mostly its long term clients and every<br />
year is adding few new clients by standard way of marketing: emails etc.<br />
Customers include both local and foreign manufacturers of end PE products (PE films, waste and packaging bags<br />
etc.). The major customers of Nordic Plast include: Trioplast Nyborg (Danish industrial group, which develops,<br />
manufactures, and markets packaging and hygiene films), Sodivas (French trading company), KUFA Polymer<br />
(German waste disposal and recycling company), Sphere Nederland (one of Europe’s largest producers of waste<br />
and packaging bags) and Lenbra (Lithuanian company offering various polyethylene film for packing).<br />
In year ended 31 December 2011 Nordic Plast exported 93.4% of its products. In year ended 31 December 2011<br />
the main countries of destination of output of Nordic Plast were: Denmark (27.4% of sales), the Netherlands<br />
(22.0% of sales), France (19.3% of sales), Germany (15.1% of sales) and Lithuania (7.3% of sales).<br />
The table below presents amounts (in tonnes) and percentage of total amount of products sold by Nordic Plast by<br />
country of destination in periods indicated.<br />
For three months ended 31 March<br />
For the year ended 31 December<br />
2012 2011 2011 2010 2009<br />
tonnes % tonnes % tonnes % tonnes % Tonnes %<br />
Denmark 113 12.60 333 36.43 1,019 27.4 1,714 47.3 839 23.3<br />
The<br />
Netherlands<br />
22 2.45 242 26.48 817 22.0 1,266 35.0 865 24.0<br />
France 383 42.72 231 25.27 719 19.3 49 1.3 183 5.1<br />
Germany 227 25.32 - - 563 15.1 92 2.5 23 0.6<br />
Lithuania 11 1.17 59 6.46 271 7.3 181 5.0 792 22.0<br />
Latvia 95 10.60 49 5.36 245 6.6 70 1.9 28 0.8<br />
Poland 46 5.13 - - 56 1.5 - - - -<br />
Estonia - - - - 27 0.7 199 5.5 408 11.3<br />
Belgium - - - - - - - - 303 8.4<br />
Italy - - - - - - - - 163 4.5<br />
Others - - - - 1 0.03 49 1.4 2 0.05<br />
Total 897 100 914 100 3,718 100 3,620 100 3,606 100<br />
Source: The Group’s data<br />
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Nordic Plast implements high requirements for quality of raw material for recycling, by purchasing separately<br />
clear and colourful PE. Nordic Plast purchases PE films (e.g. shrink films) primarily obtained from the postindustrial,<br />
retail and agricultural waste. In order to prevent repeated manual sorting and thus lighten the<br />
workload, the Group aims at purchasing less contaminated raw materials.<br />
The price of raw material varies depending on its composition and impurity level. Moreover, the price is, to<br />
some extent, linked with prices of crude oil. Additionally, certain seasonality could be observed in prices of PE<br />
raw material, as demand for it increases in summer period and decreases in winter.<br />
Most of the raw material for Nordic Plast is supplied by Eko Reverss and PET Baltija and the rest is purchased<br />
on the spot basis. In 2011 most of raw material was supplied locally, whereas the rest of material was supplied<br />
from the neighbouring countries: mainly Estonia, Lithuania and Sweden. The main suppliers of raw material for<br />
Nordic Plast are waste management companies, which collect and sort waste.<br />
Licenses, permits and certificates<br />
As of the date of the Prospectus both Nordic Plast and PET Baltija have all permits necessary for performance of<br />
their business activities, including permits for performance of category B polluting activities (please see:<br />
“Regulatory Information – Environmental and other Licenses and Permits”). Permit for performance of category<br />
B polluting activities for Nordic Plast was issued on 3 September 2010 for period of 7 years. Permit for<br />
performance of category B polluting activities for PET Baltija was issued on 7 October 2008 for period of 5<br />
years. Please see: “Risk Factors – Risks Relating to the Group’s Business – The Group depends on licenses and<br />
permits that could be revoked, the Group may not be able to prolong them or the Group may not be able to<br />
obtain required licenses and permits”.<br />
PET Baltija holds ISO 14001:2004 and ISO 9001:2008 certificates issued by DET Norske Veritas Latvia. Both<br />
certificates are valid till 5 November 2014.<br />
Employees<br />
In three months ended 31 March 2012 and years ended 31 December 2011, 2010 and 2009 the Group Companies<br />
(including Jumis) employed 459, 451, 447 and 479 employees respectively.<br />
The table below presents data on headcount of the employees working in the Group Companies and Jumis in<br />
periods indicated.<br />
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As of 31 March<br />
As of 31 December<br />
2012 2011 2010 2009<br />
<strong>Eco</strong> <strong>Baltia</strong> - - - -<br />
Eko SPV - - - -<br />
Eko Baltija 9 9 3 3<br />
Latvijas Zalais punkts 21 21 20 19<br />
Eko Riga 58 51 41 35<br />
Eko Kurzeme 51 52 47 48<br />
Jurmalas ATU 75 69 76 74<br />
Kurzemes Ainava 55 62 66 87<br />
Tukuma Ainava* - - 22 24<br />
Eko Reverss 47 46 40 38<br />
PET Baltija 84 83 78 77<br />
Nordic Plast 39 38 35 39<br />
Vaania - - - -<br />
Jumis 20 20 19 35<br />
MRTL - - - -<br />
Total 459 451 447 479<br />
* merged into Kurzemes Ainava<br />
Source: The Group’s data<br />
In three months ended 31 March 2012 and years ended 31 December 2011, 2010 and 2009 respectively the<br />
Group employed its employees in Latvia only.<br />
The Group recognises the importance of its staff in operating a stable and efficient business and the provision of<br />
a high level of customer service and, accordingly, the Group strives to recruit, train, reward and retain the best<br />
personnel. The Group introduces different types of remuneration systems, depending on the Group <strong>Company</strong> and<br />
position held. Those remuneration systems includes: standard gross salary, salary bound to EBITDA on the<br />
Group <strong>Company</strong> level, salary bound to monthly number of new contracts signed (sales managers), salary<br />
depending on aggregated work time (drivers and stackers).<br />
Subject to certain exceptions, personnel is usually employed based on labour agreements concluded in<br />
accordance with Latvian Labour Law. From time to time the Group employs temporary workers, however their<br />
number is marginal. The Group employs disabled persons, however their number is insignificant.<br />
There are no trade unions and workers councils registered in the Group Companies, except from trade union<br />
organized in Jumis. There are no collective bargaining agreements concluded in the Group Companies, except<br />
from Jurmalas ATU and Jumis. The collective bargaining agreements concluded in Jurmalas ATU and Jumis set<br />
out certain obligations of those Group Companies in regard to, among others, minimum wages, additional<br />
holidays and certain social services.<br />
As at the date of this Prospectus, the Group’s employees, except Mr. Maris Simanovics, Mr. Viesturs Tamuzs<br />
and Mrs. Undine Bude, do not have any shareholdings in the Issuer, do not hold any stock options or other rights<br />
to the Shares and do not participate in any other way in the capital of the Issuer. There are no arrangements<br />
relating to such participation.<br />
Investments<br />
The Group didn’t undertake investments that should be considered as principal in the financial years ended 31<br />
December 2009 and 2010.<br />
In the financial year ended 31 December 2011 the Group completed implementation of the project<br />
“Reconstruction of the recycling line of polyethylene of Nordic Plast – improvement of energy efficiency”. The<br />
project was implemented in cooperation with the Environmental Investment Fund of Latvia and the Ministry of<br />
127
Environmental Protection and Regional Development. Total costs of the project were estimated at approximately<br />
LVL 348,000 (EUR 495,000) and its implementation in amount of approximately LVL 158,000 (EUR 225,000)<br />
was co-funded by the Climate Change Financial Instrument.<br />
In the financial year ended 31 December 2011 the Group also purchased real estate to be adopted as new<br />
premises for daily operations of Jurmalas ATU. The total investment was approximately LVL 90,000.<br />
At the beginning of 2012 the Group has made investment of approximately LVL 175,000 into Eko PET,<br />
company which was aimed to build PET pelletizing factory and receive EU grant for support of this project. PET<br />
Baltija owns 48% of Eko PET.<br />
Research and Development<br />
PET Baltija aims at developing production of crystallized PET pellets, which could be used in food industry (as<br />
material for production of food packaging). Nordic Plast plans to increase its production capacities by adding a<br />
new line for production of polypropylene (“PP”) pellets from woven bags. Both projects are planned to start in<br />
2012 and finish in 2013. For more information please see: “Use of Proceeds”.<br />
Real Estate<br />
Certain Group Companies own real properties in Latvia. Eko Kurzeme owns real property in Liepaja, composed<br />
of a land plot with the area of 21,381 m 2 and 11 buildings. Jurmalas ATU owns two real properties: (i) real<br />
property in Jurmala, composed of a land plot with the area of 7,880 m 2 and 4 buildings, and (ii) real property in<br />
Jurmala, composed of a land plot with the area of 4,964 m 2 and 5 buildings. Kurzemes Ainava owns: (i) real<br />
property in Talsi, composed of a land plot with the area of 517 m 2 and one office building, (ii) a land plot in<br />
Tukums with the area of 4,576 m 2 , and (iii) number of buildings in Tukums (including administrative building,<br />
garage – workshop, warehouses). Eko Reverss owns land plot located in Olaine district with the area of 124,800<br />
m 2 . Properties in Jurmala and Tukums are used for daily operations of Jurmalas ATU and Kurzemes Ainava,<br />
while properties in Liepaja and Olaine are planned for future new business development projects.<br />
The Group leases number of real estates, including warehouse and industrial premises. PET Baltija leases from<br />
Jelgavas biznesa parks certain premises located in Jelgava, where production facilities are located, including<br />
industrial premises with the area of 3,774 m 2 , office and social premises with the area of 392 m 2 and warehouse<br />
premises with total area of approximately 6,142 m 2 . PET Baltija concluded the lease agreement until 3 March<br />
2018. Nordic Plast leases from Nordic Industrial Park premises located in Olaine, where production facilities are<br />
located, including industrial premises with total area of approximately 3,000 m 2 and warehouse premises with<br />
the area of 432 m 2 . The lease agreements concluded by Nordic Plast are valid until 31 December 2014 and 31<br />
December 2016. Eko Riga leases certain premises in Riga, including: non-residential premises with area of 174<br />
m 2 (lease is valid till 31 August 2013), workshop premises with the area of 239 m 2 (lease is valid till 1 February<br />
2014) and land plot of 1,364 m 2 and two storey buildings (lease is valid till 1 February 2014). Eko Reverss leases<br />
premises in Riga, including: hangar with the total area of 434 m 2 and warehouses with the total area of<br />
approximately 1,400 m 2 (lease is valid till 31 December 2021). All properties are used for daily operations of<br />
respective Group Companies.<br />
Additional, the certain Group Companies lease, inter alia, office and administrative premises in Riga, Kandava<br />
and Tukums.<br />
Property and Equipment<br />
Set below is information regarding material pieces of property (excluding real property) and equipment of the<br />
Group.<br />
Organisation of waste recovery<br />
The major pieces of equipment used by LZP in its business operations are cars, which are either owned by LZP<br />
or leased through financial leasing.<br />
128
Waste collection<br />
The Group Companies operating in waste collection segment use vehicles, including: cargo vehicles, waste<br />
collection and transportation trucks and agricultural machinery (including tractors). Vehicles are either owned by<br />
the Group or leased through financial leasing. Additionally, in their business activities the Group Companies use<br />
different types of waste containers, presses and other specialist pieces of equipment, which are either owned by<br />
the Group or leased through financial leasing.<br />
The main assets used by the Group Companies operating in the waste collection segment are listed in the table<br />
below.<br />
Household<br />
waste<br />
collection<br />
trucks<br />
Waste<br />
container<br />
trucks<br />
Construction<br />
rubble<br />
containers<br />
Household<br />
waste<br />
containers<br />
Waste press<br />
containers<br />
Eko Riga 11 6 49 6,600 23<br />
Eko Kurzeme 10 4 50 8,000 -<br />
Jurmalas ATU 7 2 5 10,000 -<br />
Kurzemes Ainava 8 5 20 7,500 -<br />
Vaania 4 2 52 1,000 -<br />
Total 40 19 176 33,100 23<br />
Source: The Group’s data<br />
Recyclables sorting and trading<br />
In its business operations Eko Reverss uses vehicles, including: cargo vehicles and transportation trucks.<br />
Vehicles are either owned by Eko Reverss or leased through financial leasing. Additionally, Eko Reverss uses<br />
different types of waste containers, presses and other specialist pieces of equipment, which are either owned by<br />
the Eko Reverss or leased through financial leasing.<br />
As of the date of the Prospectus sorting capacities of Eko Reverss are on level of 11,400 tonnes per annum.<br />
Recycling<br />
Nordic Plast is equipped with specialist production facilities allowing recycling of used PE. Production facilities<br />
of Nordic Plast were equipped in 2008 with new equipment, including: PE recycling line, PE washing line,<br />
recycling line and drying system equipment, allowing the production of high-quality LDPE pellets. In 2010<br />
Nordic Plast adjusted the technology for recycling of PET bottle corks and labels in the result of what HDPE<br />
pellets are produced. In 2011 the Group completed implementation of the project “Reconstruction of the<br />
recycling line of polyethylene of Nordic Plast – improvement of energy efficiency”. The aim of the project was<br />
to decrease the energy consumption of Nordic Plast and limit CO 2 emission into atmosphere. During the project<br />
the polyethylene first stage processing line was reconstructed, replacing the most capacious component in terms<br />
of energy – drying knot – with a new technology that considerably decreases the energy consumption. The<br />
annual saving of energy consumption of the company in the result of the project will be ca. 1,488,000 kWh, thus<br />
decreasing also by 194.95 t the harmful CO 2 emission.<br />
As of the date of the Prospectus output capacities of Nordic Plast are on the level of 3,700 tonnes of product per<br />
annum.<br />
PET Baltija uses specialist equipment, which is required in the process of recycling of PET bottles. Production<br />
facilities of PET Baltija were equipped in 2008 with new equipment, including: waste water treatment and<br />
sludge treatment complex, PET bottles sorting line and PET bottles recycling line.<br />
As of the date of the Prospectus output capacities of PET Baltija are on the level of 19,320 tonnes of product per<br />
annum.<br />
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Encumbrances<br />
As of the date of the Prospectus, all current and future assets of Eko SPV, Eko Baltija, Eko Riga, Eko Reverss,<br />
Eko Kurzeme, Kurzemes Ainava, Jurmalas ATU, PET Baltija, Vaania, Nordic Plast and LZP are pledged in<br />
favour of Nordea Bank as security under the Nordea Financing Agreements (for more information please see:<br />
“Material Contracts – Financing Agreements – Agreements with Nordea Bank”). The pledges secure the<br />
obligations under the Nordea Financing Agreements with the maximum secured amount of EUR 38,560,000.<br />
Pledged assets may not be transferred or otherwise disposed of without the consent of Nordea Bank. Moreover,<br />
the Group Companies may not undertake any action, which would reduce the value of the pledged assets, except<br />
actions within the ordinary course of business.<br />
Additionally, the obligations under the Nordea Financing Agreements are secured by mortgages on certain real<br />
properties owned by the Group Companies. The following real properties are encumbered with 8 mortgages<br />
each: real property in Liepaja owned by Eko Kurzeme, real property in Talsi and real properties in Tukums<br />
owned by Kurzemes Ainava, and real property located in Olaine owned by Eko Reverss. The obligations of<br />
Jurmalas ATU under 15 February 2012 Loan Agreement No 2011-515-A are secured by mortgages on real<br />
properties located in Jurmala and owned by Jurmalas ATU. Mortgaged properties may not be, inter alia,<br />
transferred, disposed of and encumbered without the consent of Nordea Bank and the Group Companies may not<br />
undertake any action, which would reduce the value of the mortgaged properties.<br />
Intellectual Property<br />
The Group relies on the strength of its brands, most of which are registered trademarks and are protected in<br />
Latvia. As at the date of the Prospectus, the Group has 9 trademarks registered, including LZP trademark. Use of<br />
LZP trademark is conditional upon validity of the agreement concluded by LZP with Der Grune Punkt – Duales<br />
System Deutschland AG of 2 February 2009 and Packaging Recovery Organisation Europe s.p.r.l. of 27 August<br />
2003 (please see: “Risk Factors – Latvijas Zalais punkts may lose the right to use the “Green Dot” trademark”.<br />
The Group uses 11 registered Internet domains, including: www.zalaispunkts.lv, www.zalais.lv,<br />
www.ekobaltija.lv, www.nordicplast.lv and www.petbaltija.lv.<br />
Insurance<br />
The Group has insured its principal assets (including production equipment of PET Baltija and Nordic Plast),<br />
which have been pledged or mortgaged as collateral for financing granted to the Group Companies against, inter<br />
alia, risks of: fire, storm, hail, leaks from engineering communications, illegal activities of third parties,<br />
vandalism and/or collision.<br />
The Group holds general third party liability and liability for products insurance. This insurance also covers<br />
liability for loss and/or damages to environment, including, among others: (i) sudden and unforeseen damages to<br />
environment caused by individual (not repeated or continued) mistake or negligence of the insured entity; and<br />
(ii) expenses related to necessary preclusive measures in order to prevent direct threat of possible loss to third<br />
parties.<br />
The Group believes that it maintains insurance coverage at the level required by applicable laws and regulations<br />
and in accordance with customary market standards. Please see: “Risk Factors – Risks Relating to the Group’s<br />
Business – The Group’s insurance coverage may be insufficient for any incurred losses”.<br />
Legal and Administrative Proceedings<br />
As of the date of the Prospectus, there are no governmental, legal or arbitration proceedings involving the Issuer<br />
and/or any of the Group Companies, which could have significant effects on the Issuer and/or Group’s financial<br />
position or profitability. In the period of 12 months before the date of the Prospectus there were no<br />
governmental, legal or arbitration proceedings involving the Issuer and/or any of the Group Companies, which<br />
could have significant effects on the Issuer and/or Group’s financial position or profitability.<br />
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MATERIAL CONTRACTS<br />
The following contracts are the contracts that (i) have been entered into by the <strong>Company</strong> or any of its Group<br />
Companies within the two years immediately preceding the date of this Prospectus which are or may be material<br />
to their business or (ii) have been entered into by the <strong>Company</strong> or any of its Group Companies at any other time<br />
but which contain provisions under which the <strong>Company</strong> or any of its Group Companies has an outstanding<br />
obligation or entitlement that is material to the Group as at the date of this Prospectus.<br />
Waste Management Agreements<br />
Agreements with the Latvian Environmental Protection Fund Administration<br />
In accordance with Latvian regulations LZP as an organisation of waste recovery offering services that allow its<br />
clients to be exempted from the NRT should co-ordinate with the Latvian Environmental Protection Fund<br />
Administration a waste recovery plan with the maximum term of 3 years on the grounds whereof the respective<br />
waste recovery system should be implemented (for more information please see: “Regulatory Information –<br />
Environmental and other Licenses and Permits”). On 30 December 2010 LZP concluded three agreements with<br />
the Latvian Environmental Protection Fund Administration regarding implementation of waste recovery system<br />
of: (i) waste harmful to the environment, (ii) WEEE, and (iii) waste packaging and disposable tableware and<br />
accessories. Each agreement is concluded for defined period starting from 1 January 2011 till 31 December 2013.<br />
The agreements may be terminated only in accordance with the procedure set in the Cabinet Regulations No.<br />
1294 Order of exemption of payment of the natural resources tax for goods harmful to the environment and the<br />
Cabinet Regulations No. 1293 Order of exemption of payment of the natural resources tax for packaging and<br />
disposal tableware and accessories (the “Cabinet Regulations”). Any termination is subject to a decision on<br />
termination of the agreement(s) adopted by the Ministry of Environmental Protection and Regional Development.<br />
Term for adoption of such decision is not clearly stated in the Cabinet Regulations. Material conditions of the<br />
agreements are set by the Cabinet Regulations and other laws and regulations to ensure that all agreements are<br />
equal. Therefore, the agreements are subject to changes in accordance to any changes and amendments in the<br />
respective laws and regulations.<br />
Waste recovery agreements of Latvijas Zalais punkts<br />
LZP concluded three agreements with RIMI Latvia on recovery of: (i) packaging waste, (ii) goods harmful to the<br />
environment and (iii) WEEE, generated as a result of activities of RIMI Latvia or placed on the Latvian market.<br />
RIMI Latvia was granted the right to use “Green Dot” trademark. License fees are paid quarterly, based on a<br />
report on the volume of packaged goods, electric and electronic equipment and goods harmful to the<br />
environment placed by RIMI Latvia on the market. Agreements were concluded for unlimited duration. However,<br />
each party is entitled to terminate the agreement(s) with 3 month prior written notice and if RIMI Latvia does not<br />
agree on changes in the tariff it may terminate the agreement(s) by giving a 1 month written notice.<br />
Similar agreements on implementation of recovery system of different types of waste were concluded with other<br />
key clients of LZP, including: Maxima Latvia, Cido Grupa, Coca-Cola Latvia and Mobil Plus. Principal<br />
provisions of the agreements (e.g. condition of payment of license fee and duration) are similar to the provisions<br />
of agreements described above. Although, there are certain differences, including, e.g. duration of termination<br />
notices.<br />
Waste management agreements of Eko Riga<br />
Eko Riga is party to the cooperation agreement with Riga municipality dated 16 December 2004. According to<br />
the agreement Riga municipality grants Eko Riga the rights to collect and transport household waste from natural<br />
and legal persons in the territory of Riga city. Eko Riga should organise and perform regular waste collection in<br />
the territory of Riga city and transportation to the Getlini landfill. Fees paid to Eko Riga for household waste<br />
management should comply with the tariffs approved by authorities (see: “Regulatory Information – Price<br />
Controls”). The agreement was concluded for defined period, until 31 December 2020. Due to the fact that the<br />
agreement was concluded before 26 July 2005, the transitional provisions of the currently effective Waste<br />
Management Law should not be applicable and therefore there is no requirement to terminate the agreement by 1<br />
July 2013. Although, there is a risk that the transitional provisions change materially and the agreement will be<br />
terminated before its term expires (see: “Risk Factors – Risks Relating to the Group’s Business – Agreements on<br />
providing the waste management services with municipalities may be terminated”).<br />
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On 9 July 2009 Eko Riga executed contract with Carnikava District municipality agency Carnikavas<br />
Komunalserviss on collection and removal of household waste from the territory of Carnikava District. The<br />
contract was granted as the result of an open tender. In accordance with the contract Eko Riga should<br />
systematically collect and remove waste to the indicated places using own materially technical means. Eko Riga<br />
should also install containers for sorted waste and regularly empty them. Eko Riga has right to conclude<br />
individual contracts on collection and removal of waste with natural and legal persons – owners of the real<br />
estates in private housing sectors and organisations. Fee for collection and removal of the dry household waste is<br />
LVL 2.84 plus VAT per m 3 and fee for collection and removal of large-size waste amounts to LVL 9.99 plus<br />
VAT per m 3 . Maximum contract fee within the term of contract operation cannot exceed LVL 114,015 plus VAT.<br />
The contract was concluded for defined period of time, from 1 August 2009 till 31 July 2013, but its term ends,<br />
if prior to the contract term the maximum contract amount (i.e. LVL 114,015 plus VAT) is reached.<br />
On 13 April 2012 Eko Riga signed waste management service contract with Marupe District municipality, which<br />
was granted by way of a public tender. Marupe District municipality granted Eko Riga the rights to collect and<br />
transport household waste from natural and legal persons in the territory of Marupe District. Eko Riga should<br />
ensure regular emptying of containers, maintenance of containers, waste collection and removal from the agreed<br />
places. The contractual price amounted to approximately LVL 451,496. The agreement was concluded for<br />
defined period of 5 years. Marupe District municipality is entitled to terminate the contract unilaterally by<br />
written notice, in case Eko Riga, inter alia: fails to fulfil its obligation due to its fault, does not fulfil the<br />
technical specifications, becomes insolvent, as well as in case the required permits of Eko Riga are revoked.<br />
Waste management agreements of Eko Kurzeme<br />
Eko Kurzeme is party to the cooperation agreement with Riga municipality dated 16 December 2004, foreseeing<br />
similar provisions as the agreement entered into between Eko Riga and Riga municipality. For more information<br />
on this agreement please see: “Waste management agreements of Eko Riga” above.<br />
On 3 January 2005 Eko Kurzeme signed service contract with Liepaja City Council regarding management<br />
(sorting, collection, transportation) of household waste generated in Liepaja City. Liepaja City municipality<br />
granted Eko Kurzeme the rights to collect and transport household waste from natural and legal persons in the<br />
territory of Liepaja city. Eko Kurzeme should organise and perform regular waste collection in the territory of<br />
Liepaja city and transportation to the landfill sites. Fees paid to Eko Kurzeme for household waste management<br />
should comply with the tariffs approved by authorities (see: “Regulatory Information – Price Controls”). The<br />
agreement was concluded for defined period, until 31 December 2020. Due to the fact that the agreement was<br />
concluded before 26 July 2005, the transitional provisions of the currently effective Waste Management Law<br />
should not be applicable and therefore there is no requirement to terminate the agreement by 1 July 2013.<br />
Although, there is a risk that the transitional provisions change materially and the agreement will be terminated<br />
before its term expires (see: “Risk Factors – Risks Relating to the Group’s Business – Agreements on providing<br />
the waste management services with municipalities may be terminated”).<br />
Eko Kurzeme is party to an agreement with Grobina municipality dated 2 May 2005 on management (sorting,<br />
collection, transportation) of household waste generated in Grobina municipality. Eko Kurzeme should organise<br />
and perform regular waste collection in the territory of Grobina municipality and transportation to the landfill<br />
sites. Fees paid to Eko Kurzeme for household waste management should comply with the tariffs approved by<br />
authorities (see: “Regulatory Information – Price Controls”). The agreement was concluded for defined period,<br />
until 31 December 2020. Due to the fact that the agreement was concluded before 26 July 2005, the transitional<br />
provisions of the currently effective Waste Management Law should not be applicable and therefore there is no<br />
requirement to terminate the agreement by 1 July 2013. Although, there is a risk that the transitional provisions<br />
change materially and the agreement will be terminated before its term expires (see: “Risk Factors – Risks<br />
Relating to the Group’s Business – Agreements on providing the waste management services with municipalities<br />
may be terminated”).<br />
On 19 April 2010 Eko Kurzeme signed contract, which was granted as the result of an open tender, with RP SIA<br />
Sarkandaugava (which currently is a part of the merged SIA Rigas namu parvaldnieks (Riga municipality facility<br />
manager)) on waste management services in the territory of Riga City managed by RP SIA Sarkandaugava. Eko<br />
Kurzeme provides the clients with waste containers and ensures regular emptying, waste collection and removal<br />
from the agreed places to the places for processing or storing of waste. Prospective monthly volume of waste is<br />
estimated at 3,300 m 3 . In period from 1 June 2010 until 1 December 2012 the waste management tariff was LVL<br />
2.69 plus VAT per m 3 and starting from 1 December 2012 the waste management tariff will amount to LVL 3.98<br />
plus VAT per m 3 . The contract was concluded for defined period of time, from 19 April 2010 till 19 April 2015.<br />
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In case the cooperation agreement with Riga municipality dated 16 December 2004 is terminated before its term<br />
expires and Riga municipality selects a waste manager, pursuant to the transitional provision of the currently<br />
effective Waste Management Law the contract with RP SIA Sarkandaugava will be terminated before its term<br />
expires (see: “Risk Factors – Risks Relating to the Group’s Business – Agreements on providing the waste<br />
management services with municipalities may be terminated”).<br />
Eko Kurzeme concluded number of standard agreements on provision of waste management services with<br />
numerous municipalities located in Liepaja Region (except Liepaja City). According to the agreements, Eko<br />
Kurzeme ensures collection and removal of solid household waste from agreed places. Eko Kurzeme provides<br />
the household clients with waste containers and ensures regular emptying, waste collection and removal. Fees<br />
paid to Eko Kurzeme are in compliance with the tariffs approved by authorities (see: “Regulatory Information –<br />
Price Controls”). The agreements were concluded for unlimited duration. Due to the fact that the agreements<br />
were concluded with municipality prior to 26 July 2005 and without determining their validity, they have to be<br />
terminated no later than by 1 July 2013 (see: “Regulatory Information – Environmental and other Licenses and<br />
Permits”).<br />
Waste management agreements of Jurmalas ATU<br />
On 3 October 2011 Jurmalas ATU (in association with Eko Riga) signed waste management service contract<br />
with Jurmala City Council, which was granted by way of a public tender. Jurmala City Council granted Jurmalas<br />
ATU the rights to collect and transport household waste from natural and legal persons in the territory of Jurmala<br />
city. Jurmalas ATU should ensure regular emptying of containers, maintenance of containers, waste collection<br />
and removal from the agreed places. The contractual price amounted to approximately LVL 2,500,000. The<br />
agreement was concluded for defined period of 5 years. Jurmala City Council is entitled to terminate the contract<br />
unilaterally by written notice in case Jurmalas ATU, inter alia, fails to fulfil its obligation due to its fault, does<br />
not fulfil the technical specifications, becomes insolvent, as well as in case the required permits of Jurmalas<br />
ATU are revoked.<br />
Jurmalas ATU won public tenders and on 22 November 2011 signed number of 3-year agreements with Babite<br />
municipality on providing of waste management services to natural and legal persons in the numerous waste<br />
management zones of Babite municipality. The waste management tariff was set at LVL 2.69 plus VAT per m 3 .<br />
Babite municipality is entitled to terminate the contracts unilaterally by written notice in case Jurmalas ATU,<br />
inter alia: becomes insolvent, fails to fulfil its obligation, as well as in case the required permits of Jurmalas<br />
ATU are revoked.<br />
Waste management agreements of Kurzemes Ainava<br />
Eko Kurzeme concluded number of standard agreements on provision of waste management services with<br />
numerous municipalities located in: Talsi, Dundaga, Engure, Jaunpils, Mersrags, Roja, Tukums and Kandava<br />
Regions. According to the agreements, Kurzemes Ainava ensures collection and removal of solid household<br />
waste from the agreed places. Kurzemes Ainava provides the household clients with waste containers and<br />
ensures regular emptying, waste collection and removal. Fees paid to Kurzemes Ainava are in compliance with<br />
the tariffs approved by authorities (see: “Regulatory Information – Price Controls”). The validity terms depend<br />
on provisions of each agreement, the expiry dates vary from 31 December 2012 to 31 December 2016. Due to<br />
the fact that the agreements were concluded with municipalities without applying public procurement procedure,<br />
the transitional provisions of the currently effective Waste Management Law should be applicable and they have<br />
to be terminated no later than by 1 July 2013 (see: “Regulatory Information – Environmental and other Licenses<br />
and Permits”).<br />
Concession agreement to use Jumis<br />
On 16 June 2003 Vaania concluded a concession agreement with Sigulda City Council. The agreement was<br />
concluded for a defined period of 30 years and could be terminated if Vaania, inter alia, fails to fulfil its<br />
obligations under the agreement, allowed occurrence of insolvency of Jumis, allowed material reduction of<br />
assets of Jumis resulting in the company not being able to provide services in the same capacity as at the time of<br />
entering into agreement. According to the agreement Vaania has exclusive rights to use the municipality owned<br />
Jumis as the pool of property. Jumis has a right to provide waste management services in the territory of Sigulda<br />
municipality (including exclusive rights to provide waste management services to the municipality enterprises<br />
and institutions located in the administrative territory of Sigulda Town). Vaania is the holder of the capital shares<br />
of Jumis and the deputy of the owner (Sigulda Town Council) in the possession of capital rights of Jumis. Rights<br />
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of Vaania arising from the agreement include the rights to vote and to receive dividends. According to the<br />
agreement Vaania is responsible for fulfilment of all the liabilities of Jumis during the validity of the agreement,<br />
even for those arisen before signing of the concession agreement.<br />
Waste management agreements of Jumis<br />
On 2 June 2006 Jumis executed contract with Sigulda City Council of granting rights to perform waste<br />
management services. The contract grants to Jumis rights to provide waste management services to legal and<br />
natural persons in the territory of Sigulda Region. Jumis should provide waste management services, including,<br />
placing containers and ensuring regular emptying and transports of waste to landfills. Moreover, Jumis possess<br />
exclusive rights to provide waste management services to the municipality enterprises and institutions located in<br />
the administrative territory of the Sigulda City. Fees paid to Jumis for household waste management should<br />
comply with the tariffs approved by authorities (see: “Regulatory Information – Price Controls”). Agreement<br />
was concluded for defined period until 31 December 2015. Although, unilateral termination is not permitted, the<br />
contractual penalty for breach of that provision is inconsiderable. In accordance with the transitional provisions<br />
of the currently effective Waste Management Law the agreement, as concluded or extended after 26 July 2005<br />
without undergoing public procurement procedure or in non-compliance with the said legal requirements, should<br />
be terminated no later than by 1 July 2013 (see: “Regulatory Information – Environmental and other Licenses<br />
and Permits”). As the above mentioned provisions apply only to management of household waste, Jumis will<br />
retain its exclusive rights to provide waste management services to the municipality enterprises and institutions<br />
located in the administrative territory of the Sigulda City.<br />
On 1 June 2010 Jumis concluded agreement with Ligatne Region municipality of granting rights to perform<br />
waste management services to legal and natural persons in the territory of Ligatne. Fees paid to Jumis for<br />
household waste management should comply with the tariffs approved by authorities (see: “Regulatory<br />
Information – Price Controls”). Agreement was concluded for defined period until 31 December 2012 and<br />
cannot be unilaterally terminated. Due to the changes in the applicable laws, the agreement will not be prolonged<br />
for another term due to the fact that in accordance to currently applicable laws, municipalities grant commissions<br />
undergoing the public procurement procedures (see: “Regulatory Information – Environmental and other<br />
Licenses and Permits”).<br />
Financing Agreements<br />
Agreements with Nordea Bank<br />
The management buyout of Eko Baltija finalized in 2011 was primarily financed using loans granted to the<br />
Group Companies by Nordea Bank Finland Plc, Riga branch (the “Nordea Bank”). The Group Companies also<br />
use financing of Nordea Bank for operational activities. Therefore, the Group Companies are parties to the<br />
following loan agreements concluded with Nordea Bank (the “Nordea Financing Agreements”):<br />
<br />
<br />
<br />
<br />
Overdraft Agreement No 2011-134-OD between Eko Reverss and Nordea Bank, dated 3 May 2011, with<br />
overdraft limit of EUR 280,000, maturing on 31 May 2013. The interest rate is the aggregate of the<br />
margin of 2% and EONIA. As of 31 December 2011 the outstanding amount of loan was EUR 280,000.<br />
Loan Agreement No 2011-173-A between Eko Reverss and Nordea Bank, dated 3 May 2011, as<br />
amended, for the total amount of EUR 33,438, maturing on 30 June 2012. The interest rate is the<br />
aggregate of the margin of 2.5% and EURIBOR 1M. As of 31 December 2011 the outstanding amount of<br />
loan was EUR 13,399.<br />
Loan Agreement No 2011-165-A between Eko Baltija and Nordea Bank, dated 3 May 2011, as amended,<br />
for the total amount of EUR 6,200,000, maturing on 31 December 2016. The interest rate is the aggregate<br />
of the margin of 2.5% and EURIBOR 1M. As of 31 December 2011 the outstanding amount of loan was<br />
EUR 5,478,352.<br />
Loan Agreement No 2011-166-A between PET Baltija and Nordea Bank, dated 3 May 2011, as amended,<br />
for the total amount of EUR 1,570,100, maturing on 31 December 2016. The interest rate is the aggregate<br />
of the margin of 2.5% and EURIBOR 1M. As of 31 December 2011 the outstanding amount of loan was<br />
EUR 1,406,060.<br />
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Overdraft Agreement No 2011-167-OD between PET Baltija and Nordea Bank, dated 3 May 2011, as<br />
amended, with overdraft limit of EUR 1,330,000, maturing on 31 May 2013. The interest rate is the<br />
aggregate of the margin of 2% and EONIA. As of 31 December 2011 the outstanding amount of loan was<br />
EUR 591,157.<br />
Overdraft Agreement No 2011-169-OD between LZP and Nordea Bank, dated 3 May 2011, as amended,<br />
with overdraft limit of EUR 600,000, maturing on 31 May 2013. The interest rate is the aggregate of the<br />
margin of 2% and EONIA. As of 31 December 2011 the outstanding amount of loan was EUR 271,411.<br />
Overdraft Agreement No 2011-168-OD between Nordic Plast and Nordea Bank, dated 3 May 2011, as<br />
amended, with overdraft limit of EUR 290,000, maturing on 31 May 2013. The interest rate is the<br />
aggregate of the margin of 2% and EONIA. As of 31 December 2011 the outstanding amount of loan was<br />
EUR 258,954.<br />
Loan Agreement No 2011-170-A between Jurmalas ATU and Nordea Bank, dated 3 May 2011, as<br />
amended, for the total amount of EUR 1,386,000, maturing on 31 December 2016. The interest rate is the<br />
aggregate of the margin of 2.5% and EURIBOR 1M. As of 31 December 2011 the outstanding amount of<br />
loan was EUR 1,214,529.<br />
Loan Agreement No 2011-171-A between Kurzemes Ainava and Nordea Bank, dated 3 May 2011, as<br />
amended, for the total amount of EUR 881,000, maturing on 31 December 2016. The interest rate is the<br />
aggregate of the margin of 2.5% and EURIBOR 1M. As of 31 December 2011 the outstanding amount of<br />
loan was EUR 771,442.<br />
Loan Agreement No 2011-172-A between Eko Kurzeme and Nordea Bank, dated 3 May 2011, as<br />
amended, for the total amount of EUR 1,155,000, maturing on 31 December 2016. The interest rate is the<br />
aggregate of the margin of 2.5% and EURIBOR 1M. As of 31 December 2011 the outstanding amount of<br />
loan was EUR 1,011,044.<br />
Loan Agreement No 2011-387-A between Eko SPV and Nordea Bank, dated 15 September 2011, as<br />
amended, for the total amount of EUR 14,000,000, maturing on 15 September 2018. The interest rate is<br />
the aggregate of the margin of 4.5% and EURIBOR 3M. As of 31 December 2011 the outstanding<br />
amount of loan was EUR 13,662,650.<br />
Nordea Client Agreement on Transactions with Derivative Financial Instruments No 11/2011 between<br />
Eko SPV and Nordea Bank, dated 15 September 2011. In accordance with the agreement the maximum<br />
exposure amount of the base currency equals to EUR 960,000.<br />
The initial credit amount under the Nordea Financing Agreements was EUR 27,725,538.<br />
The Nordea Financing Agreements are secured by various security instruments, including:<br />
<br />
<br />
Commercial pledge with the amount of EUR 38,560,000 over: 100% of shares in Eko SPV, 100% of<br />
shares in Eko Baltija, 100% of shares in Jurmalas ATU, 100% of shares in Eko Kurzeme, 100% of shares<br />
in Eko Riga, 100% of shares in Nordic Plast, 75.13% of shares in LZP, 91.03% of shares in PET Baltija,<br />
90% of shares in Vaania, 100% of shares in Kurzemes Ainava and 100% of shares in Eko Reverss.<br />
Pledged shares may not be transferred or otherwise disposed of without the consent of Nordea Bank.<br />
Moreover, the Nordea Financing Agreements and related security agreements provide that consent of<br />
Nordea Bank is required to undertake certain corporate actions by the Group Companies, among others,<br />
to pay out dividends (see: “Risk Factors – Risks Relating to the Group’s Business – Current and future<br />
assets of the Group Companies, certain amount of the Shares in the Issuer, as well as all the shares of the<br />
Group Companies are pledged”).<br />
Commercial pledge with the amount of EUR 38,560,000 over all current and future assets of Group<br />
Companies. Pledged assets may not be transferred or otherwise disposed of without the consent of Nordea<br />
Bank (see: “Risk Factors – Risks Relating to the Group’s Business – Current and future assets of the<br />
Group Companies, certain amount of the Shares in the Issuer, as well as all the shares of the Group<br />
Companies are pledged”).<br />
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Mortgage of real property owned by Eko Reverss, Eko Kurzeme and Kurzemes Ainava (for more<br />
information please see: “Business – Encumbrances” and “Risk Factors – Risks Relating to the Group’s<br />
Business – Current and future assets of the Group Companies, certain amount of the Shares in the Issuer,<br />
as well as all the shares of the Group Companies are pledged”). Mortgaged assets may not be donated,<br />
transferred, divided or encumbered without prior written consent of Nordea Bank.<br />
Guarantees issued by the Group Companies, whereby each Group <strong>Company</strong> has undertaken payment<br />
liabilities, which are due under the Nordea Financing Agreements.<br />
Assignment of receivables of the Group Companies in favour of Nordea Bank, applicable in case of<br />
default.<br />
Financial collateral over the bank accounts of the Group Companies.<br />
Subordination of loans issued intra-group and to related parties.<br />
Insurance of pledged assets in favour of Nordea Bank.<br />
The Nordea Financing Agreements provide, inter alia, the following events of default: failure to pay any amount<br />
according to the Nordea Financing Agreements in a timely manner and not remedying it during the following 15<br />
business days; failure to fulfil any other obligation under the Nordea Financing Agreements and not remedying it<br />
during the following 10 business days; any document submitted to Nordea Bank turns out to be untrue and<br />
Nordea Bank reasonably considers that it may threaten to delay execution of any obligation; procedures of the<br />
borrower’s or owners’ of capital shares/shareholders insolvency or liquidation have been declared which in<br />
Nordea Bank’s opinion materially affects the borrower’s ability to fulfil the Nordea Financing Agreements; any<br />
item of security or any right provided for Nordea Bank by any item of security becomes insufficient or would be<br />
unfeasible after default rights; borrower has failed to pay any other loan granted to borrower and it is not<br />
remedied during the following 30 days.<br />
Moreover, pursuant to the Nordea Financing Agreements, the Group Companies have to comply with number of<br />
financial covenants, namely:<br />
(i)<br />
(ii)<br />
(iii)<br />
equity ratio, calculated by the bank 4 times per year using the data from the Group Companies and<br />
Jumis, should not be less than 20% in 2011, not less than 30% in 2012 and not less than 35% starting<br />
from the first quarter of 2013;<br />
the total interest bearing debt/EBITDA ratio, calculated by the bank 4 times a year using data from the<br />
Group Companies, should not exceed 3.6 in 2011; starting from 2012 it should not exceed 3; and<br />
Debt-Service Coverage Ratio, calculated by the bank 4 times a year using data from the Group<br />
Companies and Jumis, should not be less than 1.3.<br />
According to the Management, as of the date of the Prospectus, the above indicators are fulfilled. Please see:<br />
“Risk Factors – Risks Relating to the Group’s Business – Certain of the Group’s credit facilities are subject to<br />
certain covenants and restrictions”.<br />
In case of failure to fulfil the Nordea Financing Agreements by any of the borrowers or security providers<br />
Nordea Bank would have a right to satisfy its outstanding claims by: (i) enforcement of financial collaterals; (ii)<br />
taking over the receivables of the Group Companies; (iii) enforcement of guarantees; (iv) sale of the pledged and<br />
mortgaged assets (including pledged shares) without court proceedings or auction at a freely determined price<br />
and/or (v) sale of the mortgaged assets at auction at the terms and conditions approved by court or on the basis of<br />
court decision on recovering of the debt secured with mortgage.<br />
On 11 June 2012 the Principal Shareholders, ESOMTAX INVEST LIMITED (Cyprus), certain Group<br />
Companies and Nordea Bank concluded an agreement, whereby the parties agreed that the commercial pledge<br />
over the pledged shares of the Group Companies in favour of Nordea Bank will be cancelled after setting in of<br />
the following conditions: (i) a subscription of at least 5,000,000 (five million) New Shares during the Offering<br />
with the nominal value of LVL 1.00; (ii) at least 50% + 1 Issuer’s Shares are jointly or individually owned by<br />
Viesturs Tamuzs, Maris Simanovics, Undine Bude, ESOMTAX INVEST LIMITED (Cyprus) and those shares<br />
136
have been pledged as a financial pledge in favour of Nordea Bank; (iii) amendments to the Nordea Financing<br />
Agreements of Group Companies have been signed indicating that the shares of Group Companies may not be<br />
encumbered in favour of other persons without prior consent of Nordea Bank until Group Companies have<br />
performed all their obligations towards Nordea Bank.<br />
Other Material Contracts<br />
Placement Agreement<br />
The Issuer and the Selling Shareholder intend to enter, prior to the Allotment Date, into a placement agreement<br />
(the “Placement Agreement”) in respect of the Offering with, inter alia, the Managers, in which the Offering<br />
Broker will commit to undertake certain actions in connection with organization of the Offering.<br />
137
RELATED PARTY TRAN<strong>SA</strong>CTIONS<br />
In the ordinary course of its business, the Group has engaged, and continues to engage, in transactions with<br />
related parties. It is generally not possible to objectively determine whether any transaction with a related party<br />
would have been entered into if the parties had not been related, or whether such transactions would have been<br />
effected on the same terms, conditions and amounts if the parties had not been related.<br />
Related Party Transactions of Eko Baltija Group<br />
The following review describes the related party transactions of Eko Baltija Group for the financial years ended<br />
on 31 December 2011, 2010, 2009 respectively, and for the three months ended 31 March 2012 and 2011<br />
respectively. Information provided in the sub-sections below is based on the Consolidated Financial Statements<br />
and the Condensed Consolidated Interim Financial Statements and should be read in conjunction with the<br />
Consolidated Financial Statements and the Condensed Consolidated Interim Financial Statements. The subsections<br />
below do not present the related party transactions of the Group as it is at the date of the Prospectus.<br />
During the three months ended 31 March 2012 and the years ended 31 December 2011, 2010 and 2009,<br />
respectively, Eko Baltija Group entered into the following transactions with related parties that were not<br />
members of Eko Baltija Group.<br />
Sales of services and goods<br />
For three months<br />
ended 31 March<br />
For the year ended 31 December<br />
2012 2011 2011 2010 2009<br />
(LVL in thousands)<br />
Related to Eko Baltija Group 31 23 78 29 32<br />
Related parties via key management - 1 1 2 2<br />
Other related parties - - 1 6 6<br />
Total 31 24 80 37 40<br />
Source: Consolidated Financial Statements and Condensed Consolidated Interim Financial Statements<br />
Purchases of goods and services<br />
For three months<br />
ended 31 March<br />
For the year ended 31 December<br />
2012 2011 2011 2010 2009<br />
(LVL in thousands)<br />
Related parties via key management (117) (148) (686) (716) (670)<br />
Related to Eko Baltija Group (35) (66) (284) (427) (403)<br />
Other related parties (14) (17) (69) (71) (49)<br />
Total (166) (231) (1,039) (1,214) (1,122)<br />
Source: Consolidated Financial Statements and Condensed Consolidated Interim Financial Statements<br />
Sales of goods to related parties were made at the usual list prices. Purchases were made at market price<br />
discounted to reflect the quantity of goods purchased and the relationships between the parties.<br />
138
Outstanding balances arising from sale/purchase of goods/services<br />
As of 31 March<br />
As of 31 December<br />
2012 2011 2010 2009<br />
(LVL in thousands)<br />
Receivables<br />
Related to Eko Baltija Group 2,575 1,852 290 4<br />
Related parties via key management - - - 1<br />
Other related parties - - 120 114<br />
Total 2,575 1,852 410 119<br />
Source: Consolidated Financial Statements and Condensed Consolidated Interim Financial Statements<br />
As of 31 March<br />
As of 31 December<br />
2012 2011 2010 2009<br />
(LVL in thousands)<br />
Liabilities<br />
Related to Eko Baltija Group 18 6 30 213<br />
Related parties via key management 71 150 109 163<br />
Other related parties 5 7 13 4<br />
Total 94 163 152 380<br />
Source: Consolidated Financial Statements and Condensed Consolidated Interim Financial Statements<br />
The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received.<br />
No expense has been recognised in the current or prior years for bad or doubtful debts in respect of the amounts<br />
owed by related parties.<br />
Employee costs and Key management remuneration<br />
Employee costs<br />
For three months<br />
ended 31 March<br />
For the year ended 31 December<br />
2012 2011 2011 2010 2009<br />
(LVL in thousands)<br />
Salaries and wages (765) (680) (2,958) (2,784) (2,589)<br />
Social insurance payments (183) (163) (669) (550) (616)<br />
Other benefits (12) (11) (5) (15) (129)<br />
Total (960) (854) (3,632) (3,349) (3,334)<br />
Source: Consolidated Financial Statements and Condensed Consolidated Interim Financial Statements<br />
Key management remuneration<br />
Employee costs include key management remuneration in following amount.<br />
For three months<br />
ended 31 March<br />
For the year ended 31 December<br />
2012 2011 2011 2010 2009<br />
(LVL in thousands)<br />
Salaries (26) (26) (121) (119) (51)<br />
Social insurance payments (6) (6) (35) (29) (12)<br />
Total (32) (32) (156) (148) (63)<br />
Source: Consolidated Financial Statements and Condensed Consolidated Interim Financial Statements<br />
139
Related Party Transactions of the Issuer<br />
The Issuer issued loan to AS Eko Investors, company being a partner with a full liability in Otrais Eko Fonds<br />
(shareholder of the Issuer, holding 28% of the Issuer’s share capital as of the date of the Prospectus). The loan<br />
was issued by the Issuer to AS Eko Investors in amount of LVL 24,500 (EUR 34,860). As of 31 December 2011<br />
the outstanding loan amount issued to AS Eko Investors amounted to LVL 24,500 (EUR 34,860) principal loan<br />
amount and LVL 427 (EUR 608) calculated interest. Annual interest rate of the loan is 6%. The date of<br />
repayment is 15 September 2013.<br />
140
MANAGEMENT AND CORPORATE GOVERNANCE<br />
Set out below is a summary of relevant information concerning the Management Board, the Supervisory Board,<br />
senior management well as a brief summary of certain significant provisions of Latvian corporate law, the<br />
Issuer’s Articles of Association and particular issues from the corporate governance codes in respect of the<br />
Management Board and Supervisory Board.<br />
Management Structure<br />
The Issuer has two-tier board structure consisting of the Management Board and the Supervisory Board.<br />
Management Board<br />
The Management Board is a collegial body jointly managing the <strong>Company</strong> and consisting of 4 members elected<br />
by the Supervisory Board for a maximum term of office of 5 years.<br />
The competence of the Management Board is the same as the competence of the Management Board defined<br />
under the Latvian Commercial Law, in particular:<br />
(i)<br />
(ii)<br />
(iii)<br />
(iv)<br />
management and representation of the <strong>Company</strong>;<br />
supervision and management of the affairs of the <strong>Company</strong>;<br />
ensuring that the business activities of the <strong>Company</strong> and accounting are compliant with the law;<br />
administration of the property of the <strong>Company</strong>.<br />
Additionally the Articles of Association of the <strong>Company</strong> authorise the Management Board to increase the share<br />
capital in the amount not exceeding 30 per cent of the share capital of the <strong>Company</strong> at the time of approval of the<br />
Articles of Association by the General Meeting. The Management Board may adopt the decision for increase of<br />
the share capital within 5 years from the approval of the Articles of Association by the General Meeting (i.e.<br />
from 24 April 2012. On 17 May 2012 the Supervisory Board consented to and the Management Board adopted<br />
the decision to increase the share capital of the Issuer up to LVL 6,279,000, by issuing up to 6,279,000 new<br />
bearer shares with the nominal value of LVL 1.00 each. The authorisation of the Management Board to increase<br />
the share capital should not apply to increase the share capital for a special purpose (e.g. for exchange of newly<br />
issued shares for convertible bonds; for exchange of newly issued shares for the shares of a company to be<br />
merged in case of reorganisation; for issuing of employee shares etc.).<br />
The Supervisory Board may recall the members of the Management Board until expiry of their term of office<br />
due to important reasons, inter alia, gross violations of the scope of authorisation, failure to perform his or her<br />
duties, inability to manage the <strong>Company</strong>, causing harm to the interests of the <strong>Company</strong>, as well as due to loss of<br />
confidence expressed at the General Meeting. The Supervisory Board determines that there is a reason for<br />
revocation. The General Meeting may take a decision in relation to loss of confidence of a member of the<br />
Management Board at any time. A member of the Management Board may at any time leave the office by giving<br />
a written notice to the <strong>Company</strong>.<br />
Pursuant to Article 6.7 of Articles of Association, the Management Board should require the consent of the<br />
Supervisory Board to decide on issues of major importance. The following should be deemed to be such issues<br />
of major importance:<br />
(i)<br />
(ii)<br />
(iii)<br />
(iv)<br />
acquiring participation in other companies and increasing or decreasing such participation;<br />
acquisition or disposal of undertakings;<br />
acquisition of immovable property, disposal of or encumbering thereof with rights in rem, if the value of<br />
each such transaction in aggregate exceeds EUR 1,000,000 (one million euro) or other amount specified<br />
by decisions of the Supervisory Board;<br />
opening or closing of branches and representative offices;<br />
141
(v)<br />
(vi)<br />
(vii)<br />
deciding on transactions, if the value of each such transaction in aggregate exceeds EUR 1,000,000 (one<br />
million euro) or other amount specified by decisions of the Supervisory Board;<br />
issuing of such loans as are not related to the usual commercial activities of the <strong>Company</strong>;<br />
issuing loans to employees of the <strong>Company</strong>;<br />
(viii) starting new kinds of activities or ceasing existing activities;<br />
(ix)<br />
determining the general principles for activities.<br />
As at the date of the Prospectus, the Issuer’s Management Board is composed of 4 members. The table below<br />
sets forth the names, function, appointment date, and terms of office of the current members of the Management<br />
Board as at the date of the Prospectus.<br />
Name Function Date of Appointment Expiration of term of office<br />
Maris Simanovics<br />
Viesturs Tamuzs<br />
Undine Bude<br />
Olaf Martens<br />
Chairman of the Board -<br />
managing the <strong>Company</strong> and<br />
the Board<br />
Member of the Board -<br />
managing the <strong>Company</strong><br />
Member of the Board -<br />
managing the <strong>Company</strong><br />
Member of the Board -<br />
managing the <strong>Company</strong><br />
17 May 2012 17 May 2017<br />
17 May 2012 17 May 2017<br />
17 May 2012 17 May 2017<br />
17 May 2012 17 May 2017<br />
The business address of the Management Board is Darza iela 2, Riga, LV-1007, Latvia.<br />
A brief description of qualifications and professional experience of the members of the Management Board is<br />
presented below.<br />
Maris Simanovics<br />
Mr. Maris Simanovics is the Chairman of the Management Board of the <strong>Company</strong>. Mr. Simanovics joined the<br />
Group in 2002 and since then has served at various executive positions in the Group Companies, which allowed<br />
him to gain valuable experience and knowledge on waste management industry. Before joining the Group Mr.<br />
Simanovics was associated with Latvijas Mobilais Telefons as a financial analyst.<br />
Mr. Maris Simanovics has higher economic education. He graduated from <strong>Stock</strong>holm School of <strong>Eco</strong>nomics in<br />
Riga with B.Sc. in economics and business administration (2001) and from Institute of International Affairs<br />
University of Latvia with M.Sc. in economics (2003). Furthermore, Mr. Simanovics completed various trainings,<br />
seminars and courses in the areas of: waste management, entrepreneurship and business administration.<br />
Viesturs Tamuzs<br />
Mr. Viesturs Tamuzs is a member of the Management Board of the <strong>Company</strong>. Mr. Tamuzs is a founder of the<br />
Group and holds various executive positions in the Group Companies. Mr. Viesturs Tamuzs started his career as<br />
a research associate and lecturer at the Chemistry Faculty of the University of Latvia. In 1993 Mr. Tamuzs<br />
moved to private sector, starting career as director of Iepakojuma centrs. From 1996 until 2000 Mr. Viesturs<br />
Tamuzs was associated with Stora Enso Packaging in Latvia, where he held positions of vice president and<br />
executive director.<br />
Mr. Viesturs Tamuzs holds M.Sc. in chemistry from University of Latvia. Mr. Tamuzs completed various<br />
trainings, seminars and courses in Latvia and abroad in the areas of: waste management, chemistry, quality<br />
management and accounting. Mr. Tamuzs also finished executive education program for professional board<br />
members organised by the Baltic Institute of Corporate Governance.<br />
142
Undine Bude<br />
Mrs. Undine Bude is a member of the Management Board of the <strong>Company</strong>. Mrs. Bude joined the Group in 2002<br />
and since then has served at various executive positions in the Group Companies. Mrs. Undine Bude has gained<br />
valuable experience and knowledge on waste management industry, while working as deputy director and<br />
director at SIA PTC (1993-1997), director at Packaging Association of Latvia (1997-1998) and director at<br />
Packaging Institute of Latvia (1998-2000). Since 2000 Mrs. Bude has been associated with Latvijas Zalais<br />
punkts.<br />
Mrs. Undine Bude graduated from the University of Latvia with a degree in biology, chemistry and biology<br />
pedagogy. Moreover, in 2005 Mrs. Bude graduated from <strong>Stock</strong>holm School of <strong>Eco</strong>nomics in Riga with MBA<br />
degree. Mrs. Undine Bude also finished executive education program for professional board members organised<br />
by the Baltic Institute of Corporate Governance.<br />
Olaf Martens<br />
Mr. Olaf Martens is a member of the Management Board of the <strong>Company</strong>. Mr. Martens joined the Group in<br />
2012. In years 1997-2007 Mr. Martens was marketing director at Dianos Aleskeviciutes Firma. From 2009 till<br />
2011 he worked for DnB Nord Bankas Lietuva as manager of loan restructuring department. Since 2011 Mr.<br />
Martens has been associated with JSC Putoksnis, where he has hold post of chief executive officer.<br />
Mr. Olaf Martens finished executive education program for professional board members organised by the Baltic<br />
Institute of Corporate Governance.<br />
The following table sets out additional past and current directorships held by the members of the Management<br />
Board of the Issuer in the past five years.<br />
Name of the member of<br />
Management Board<br />
Maris Simanovics<br />
Former directorships:<br />
Positions Held<br />
Eko PET – Board member/partner (2009-2010)<br />
SIA Trikatas Logistika – Chairman of the board/partner (2005-2009)<br />
SIA PANKRATOFF KOMPANIJA – Board member/partner (2006-2007)<br />
Trikatas Siers – Board member/partner (2005-2007)<br />
Current directorships:<br />
Malka24.lv - Board member/partner (since 2012)<br />
SIA ENRIAL Obsidione – Board member (since 2011)<br />
Sila Gardedis – Board member/partner (since 2010)<br />
Krasta Investment - Board member/partner (since 2010)<br />
Eko Investors – Board member (2007-2009); Chairman of the board (since 2009)<br />
Enria Capital – Director (since 2009)<br />
SCOTA GRUPA – Chairman of the board/partner (since 2008)<br />
SIA PTC – Chairman of the board (2005-2008); Board member (since 2008)<br />
Sport Federation of Latvian Schools – Board member (since 2008)<br />
SIA Riga Consulting Group – Chairman of the board/partner (since 2005)<br />
143
Viesturs Tamuzs<br />
Former directorships:<br />
Public and Private Business Partnership (NGO) – Official (2009-2011)<br />
Latvian private equity and venture capital association (NGO) – Official (2005-<br />
2010)<br />
Orienteering club MONA (NGO) – Official (2007-2009)<br />
Current directorships:<br />
Foundation ‘Apdavinatibas sistema nacijas izaugsmei’ (NGO) – Board member<br />
(since 2011)<br />
Eko Investors – Chairman of the management board (2001-2009); chairman of the<br />
supervisory board (since 2009)<br />
Perseus – Chairman of the supervisory board (since 2006)<br />
Undine Bude<br />
Former directorships:<br />
Eko PET – Chairman of the board (2009-2010)<br />
Eko Investors – Member of the board (2006-2009)<br />
Eko Media – Chairman of the board (2007-2008)<br />
PACKAGING (Technical committee of Standardization) – Chairman (1998-2007)<br />
Current directorships:<br />
Baltic Institute of Corporate Governance – Board member (since 2012)<br />
Foundation ‘Apdavinatibas sistema nacijas izaugsmei’ (NGO) – Chairman of the<br />
board (since 2011)<br />
Eko Investors – Deputy chairman of the supervisory board (since 2009)<br />
Latvian National Library Foundation (NGO) – Chairman of the board (since 2007)<br />
LZP 2 – Board member (since 2007)<br />
Perseus – Deputy chairman of the supervisory board (since 2006)<br />
Association of secondary raw material recyclers (NGO) Official (since 2005)<br />
Olaf Martens<br />
Packaging Association of Latvia (NGO) – Board member (since 1995)<br />
Former directorships:<br />
None<br />
Current directorships:<br />
Energijos Tiekimas – Board member (since 2011)<br />
Supervisory Board<br />
The Supervisory Board of the <strong>Company</strong> is a collegial body supervising the activities of the <strong>Company</strong>. The<br />
Supervisory Board consists of 5 members, elected by the General Meeting of Shareholders for a maximum term<br />
of office of 5 years. The competence of the Supervisory Board is determined by the Latvian Commercial Law<br />
and Articles 5.5 and 6.7 of the Articles of Association, in particular:<br />
(i)<br />
(ii)<br />
(iii)<br />
election and recalling of the members of the Management Board, regular supervision of the activities of<br />
the Management Board;<br />
monitoring that the business of the <strong>Company</strong> is conducted in accordance with law, the Articles of<br />
Association and the decisions of the General Meeting;<br />
examination of the annual report of the <strong>Company</strong> and the proposal of the Management Board for the use<br />
of profit and preparing of a report on the draft annual report prepared by the Management Board prior the<br />
General Meeting is convened for approval of the annual report, pursuant to the Latvian Commercial Law<br />
(Article 174);<br />
144
(iv)<br />
(v)<br />
(vi)<br />
(vii)<br />
(viii)<br />
(ix)<br />
(x)<br />
(xi)<br />
representation of the <strong>Company</strong> in a court in all actions brought by the <strong>Company</strong> against members of the<br />
Management Board, as well as in actions brought by the member of the Management Board against the<br />
<strong>Company</strong> and representation the <strong>Company</strong> in other legal relations with members of the Management<br />
Board; approval of concluding transactions between the <strong>Company</strong> and members of the Management<br />
Board or the auditor;<br />
prior examination of all issues, which are within the competence of the General Meeting of Shareholders<br />
or which, pursuant to the proposal of members of the Management Board or the Supervisory Board, have<br />
been proposed for discussion at the meeting, and provision of its opinion on such issues;<br />
giving consent to decision of the Management Board to increase the share capital of the <strong>Company</strong> in the<br />
case, described below, exercising its authorisation to increase the share capital foreseen in the Articles of<br />
Association of the <strong>Company</strong>, and making amendments to the Articles of Association of the <strong>Company</strong> in<br />
case of capital increase;<br />
giving consent to the Management Board to decide on acquiring participation in other companies and<br />
increasing or decreasing such participation; acquisition or disposal of undertakings; acquisition of<br />
immovable property, disposal of or encumbering thereof with rights in rem, if the value of each such<br />
transaction in aggregate exceeds EUR 1,000,000 (one million euro) or other amount specified by<br />
decisions of the Supervisory Board; opening or closing of branches and representative offices; deciding<br />
on transactions, if the value of each such transactions in aggregate exceeds EUR 1,000,000 (one million<br />
euro) or other amount specified by decisions of the Supervisory Board; issuing of such loans, which are<br />
not related to the usual commercial activities of the <strong>Company</strong>; issuing loans to employees of the<br />
<strong>Company</strong>; starting new kinds of activities or ceasing existing activities; determining the general principles<br />
for activities;<br />
at any time to request that the Management Board would report on the circumstances of the <strong>Company</strong> and<br />
to become acquainted with all the activities of the Management Board;<br />
to examine the <strong>Company</strong>’s registers and documents, as well as the cashier’s office and all of the property<br />
of the <strong>Company</strong>;<br />
to entrust one of the members of the Supervisory Board to perform an examination or invite experts to<br />
perform the examination or to clarify separate issues;<br />
to convene a General Meeting of Shareholders or to request that the Management Board would convene<br />
the General Meeting if the interests of the <strong>Company</strong> so require.<br />
The members of the Supervisory Board are elected by the General Meeting of Shareholders of the <strong>Company</strong>.<br />
The General Meeting of Shareholders by its decision may recall the members of Supervisory Board at any time.<br />
A member of the Supervisory Board may at any time leave the office by giving a written notice to the <strong>Company</strong>.<br />
As at the date of the Prospectus, the Issuer’s Supervisory Board is composed of 5 members. The table below sets<br />
forth the names, function, appointment date, and terms of office of the current members of the Supervisory<br />
Board as at the date of the Prospectus.<br />
Name Function Date of Appointment Expiration of term of office<br />
Raitis Maurans<br />
Eduards Ekarts<br />
Chairman of the Supervisory<br />
Board –supervising the<br />
activities of the Management<br />
Board and managing the<br />
Supervisory Board<br />
Deputy Chairman of the<br />
Supervisory Board –<br />
supervising the activities of<br />
the Management Board and<br />
managing the Supervisory<br />
Board during absence of the<br />
Chairman<br />
17 May 2012 17 May 2017<br />
17 May 2012 17 May 2017<br />
145
Lelde Vitina<br />
Ugis Treilons<br />
Martins Knipsis<br />
Member of the Supervisory<br />
Board - supervising the<br />
activities of the Management<br />
Board<br />
Independent member of the<br />
Supervisory Board -<br />
supervising the activities of<br />
the Management Board<br />
Independent member of the<br />
Supervisory Board -<br />
supervising the activities of<br />
the Management Board<br />
17 May 2012 17 May 2017<br />
17 May 2012 17 May 2017<br />
17 May 2012 17 May 2017<br />
The business address of the Supervisory Board is Darza iela 2, Riga, LV-1007, Latvia.<br />
A brief description of qualifications and professional experience of the members of the Supervisory Board is<br />
presented below.<br />
Raitis Maurans<br />
Mr. Raitis Maurans is the Chairman of the Supervisory Board of the <strong>Company</strong>. Mr. Maurans also holds various<br />
executive and non-executive positions in the Group Companies. Mr. Raitis Maurans started his professional<br />
career as an analyst in Magnum Medical in 2002, where he worked till 2003 and later in period 2004-2006. Since<br />
2005 Mr. Raitis Maurans has been associated with Latvijas Zalais punkts, where he has served as a financial<br />
analyst. Moreover, since 2006 Mr. Maurans has been a financial manager and since 2009 board member in Eko<br />
Investors.<br />
Mr. Raitis Maurans received bachelor’s degree in finance (2002) and master’s degree in international economic<br />
affairs (2004) from University of Latvia.<br />
Eduards Ekarts<br />
Mr. Eduards Ekarts holds the position of the Deputy Chairman of the Supervisory Board of the <strong>Company</strong>. Mr.<br />
Eduards Ekarts started his professional career in 1996 as lawyer in Zunda and its group companies. In years<br />
2000-2002 Mr. Ekarts gained experience as lawyer in Zelta Kukulitis. In 2002 Mr. Eduards Ekarts joined Eko<br />
Investors and since then has been associated with the Group.<br />
Mr. Eduards Ekarts has second level higher professional education in legal science from the Faculty of Law of<br />
the University of Latvia. In 2008 Mr. Ekarts received MBA degree from the Riga Technical University in<br />
collaboration with Buskerud University College in Kongsberg (Norway).<br />
Lelde Vitina<br />
Mrs. Lelde Vitina is a member of the Supervisory Board of the <strong>Company</strong>. Since 2011 Mrs. Vitina has also held<br />
post of a member of the advisory board of Eko Baltija. Mrs. Lelde Vitina has gained experience as an accountant<br />
since (2001) and internal auditor, quality manager (since 2007) in Eko Investors and manager and board member<br />
in Artha (since 2001).<br />
Mrs. Lelde Vitina received bachelor’s degree in economics (2001) and master’s degree in economics (2003)<br />
from University of Latvia. Mrs. Vitina is an accountant certified by Institute of financial accountants (since<br />
2006). Moreover, Mrs. Lelde Vitina is certified as quality manager (since 2007) and quality auditor (since 2010)<br />
by Beureau Veritas and Det Norske Veritas respectively.<br />
Ugis Treilons<br />
Mr. Ugis Treilons has held post of the independent member of the Supervisory Board of the <strong>Company</strong> since<br />
2012. Since 2000 Mr. Treilons has been a sworn advocate. In years 2003-2011 he was partner at the law firm<br />
Treilons & Petrovics. Since 2011 he has been partner at the law firm Treilons.<br />
146
Mr. Ugis Treilons graduated from the Faculty of Law of the University of Latvia with LLB (1995) and LLM<br />
(1997) degrees. In 1999 Mr. Treilons received diploma in English commercial law from the College of Law of<br />
England and Wales, London.<br />
Martins Knipsis<br />
Mr. Martins Knipsis has held post of the independent member of the Supervisory Board of the <strong>Company</strong> since<br />
2012. Mr. Knipsis has also been member of the supervisory board of Latvijas Zalais punkts since 2004. In years<br />
1998-2005 Mr. Martins Knipsis was director of law office Merkants. Mr. Knipsis has also served as member of<br />
supervisory boards and supervisory councils of various companies, including PJSC Gutta (2002-2005).<br />
Mr. Martins Knipsis graduated from the Faculty of Law of the University of Latvia in 2004 with bachelor’s<br />
degree in legal science.<br />
The following table sets out additional past and current directorships held by the members of the Supervisory<br />
Board of the Issuer in the past five years.<br />
Name of the member of<br />
Supervisory Board<br />
Positions Held<br />
Eduards Ekarts<br />
Former directorships:<br />
None<br />
Current directorships:<br />
REGULS law office – Board member, owner (since 2009)<br />
Raitis Maurans<br />
Former directorships:<br />
None<br />
Current directorships:<br />
Eko Investors – Board member (since 2009)<br />
Metro Serviss - Board member, owner (since 2008)<br />
Lelde Vitina<br />
Former directorships:<br />
Accenta – Board member (2011-2012)<br />
Current directorships:<br />
Perseus – Member of the advisory board (since 2010)<br />
LV CONSILIUM – Board member (since 2010)<br />
Eko Investors – Member of the advisory board (since 2009)<br />
3 of Us – Board member (since 2009)<br />
Artha – Chairman of the board (since 2005)<br />
Ugis Treilons<br />
Former directorships:<br />
None<br />
Current directorships:<br />
Martins Knipsis<br />
None<br />
Former directorships:<br />
WAP World Jsc. - Chairman of the supervisory board (2007-2010)<br />
ZUNDS AL - Chairman of the supervisory board (2006-2010)<br />
Eko Investors - Member of the supervisory board (2004-2009)<br />
S & G Jsc. – Member of the supervisory board (2007-2008)<br />
Naftimpeks Ltd. – Member of the supervisory board (2006-2008)<br />
Current directorships:<br />
IDEA Bits Latvia – Chairman of the supervisory board (since 2007)<br />
147
Key Executives<br />
In the Opinion of the Issuer, the following persons, being the key executives responsible for management and<br />
operations of the Group Companies, are the most important for the Group (the “Key Executives”). A brief<br />
description of qualifications and professional experience of the Key Executives is presented below.<br />
Edmunds Jansons<br />
Mr. Edmunds Jansons holds executive positions in various Group Companies. He has been with the Group since<br />
2011. Mr. Jansons has gained broad experience, starting his professional career in 1993 in Hackman Latvia. In<br />
years 1995-2007 Mr. Jansons was associated with Tetra Pak Baltic States (as sales manager), Tetra Pak Saudi<br />
Arabia (as sales manager) and Tetra Pak Latvia (first as commercial manager and later as sales director for Baltic<br />
States, and board member). In 2007 Mr. Jansons joined Tukuma Piens as a managing director.<br />
Mr. Edmunds Jansons completed condensed MBA program in <strong>Stock</strong>holm School of <strong>Eco</strong>nomics in Riga (1997).<br />
In 2008 Mr. Jansons received MBA degree from Riga Business School. Additionally, Mr. Edmunds Jansons<br />
completed various international courses in the areas of: project introduction, strategic marketing, operational<br />
marketing and sales.<br />
Ausma Ece<br />
Mrs. Ausma Ece holds various executive positions in certain Group Companies. Mrs. Ece has been with the<br />
Group since 2008. Before joining the Group Mrs. Ausma Ece was: chief accountant (1994-1999) and controller<br />
(1999-2000) in Electrolux Latvia, administration and financial manager in Incukalns Timber (2000-2008) and<br />
financial manager in Swedwood Latvia (2002-2008). Currently, Mrs. Ausma Ece is also a financial consultant to<br />
DPA (IT company).<br />
Mrs. Ausma Ece graduated from University of Latvia with degree in finance and trade. She also holds MBA<br />
degree from School of Business Administration Turiba. Mrs. Ausma Ece participated in various courses in the<br />
areas of financial and credit management.<br />
The business address of the Key Executives is Darza iela 2, Riga, LV-1007, Latvia.<br />
The following table sets out additional past and current directorships held by the members of the Key Executives<br />
of the Issuer in the past five years.<br />
Name of the Key Executives<br />
Edmunds Jansons<br />
Former directorships:<br />
Positions Held<br />
Latvian Central Union of dairy producers – Board member (2010-2011)<br />
Tukuma Piens – Board member (2007-2011)<br />
Latvian non-alcoholic beverage entrepreneur association – Board member (2003-<br />
2008)<br />
Tetra Pak – Board member (2003-2007)<br />
Current directorships:<br />
E&J Projekts – Board member (since 2011)<br />
Ausma Ece<br />
Former directorships:<br />
Association Dzivesprieks – Board member (2008-2012)<br />
Rozenbahs – Board member (2005-2009)<br />
Swedwood Latvia – Board member (2004-2009)<br />
Current directorships:<br />
None<br />
148
Shares and Share Options held<br />
As of the date of the Prospectus the following members of the Management Board hold Shares: each of Mrs.<br />
Undine Bude, Mr. Viesturs Tamuzs and Mr. Maris Simanovics (“Principal Shareholders”) owns directly 10% of<br />
the Issuer’s share capital. Principal Shareholders are also beneficial owners of ESOMTAX INVEST LIMITED<br />
(Cyprus), which owns 42% of the Issuer’s share capital. Moreover, Principal Shareholders are direct and indirect<br />
shareholders of AS Perseus, which is partner in Otrais Eko Fonds. Otrais Eko Fonds owns 28% of the Shares of<br />
the Issuer as of the date of the Prospectus. Following the Offering each of Mrs. Undine Bude, Mr. Viesturs<br />
Tamuzs and Mr. Maris Simanovics will continue to own directly 7.81% of the Shares, assuming all of the Offer<br />
Shares are placed with investors. Moreover, ESOMTAX INVEST LIMITED (Cyprus) will continue to own<br />
32.82% of the Shares, assuming all of the Offer Shares are placed with investors. Together, the Principal<br />
Shareholders will continue to own directly and indirectly up to 56.25% of the Shares, assuming all of the Offer<br />
Shares are allotted to investors.<br />
The Principal Shareholders concluded a lock-up agreement with regard to the Shares they hold directly and<br />
indirectly. For more information on lock-up agreements please see: “Shareholders - Lock-up agreement”.<br />
As of the date of the Prospectus the following members of the Supervisory Board hold Shares: Mrs. Lelde Vitina<br />
owns indirectly (through its indirect shareholding in AS Perseus, partner in Otrais Eko Fonds) approximately<br />
0.019% and Mr. Eduards Ekarts owns indirectly (through its indirect shareholding in AS Perseus, partner in<br />
Otrais Eko Fonds) approximately 0.037% of the Issuer’s share capital. Following the Offering Mrs. Lelde Vitina<br />
and Mr. Eduards Ekarts will not own directly or indirectly any Shares, assuming all of the Offer Shares are<br />
allotted to investors.<br />
Apart from the above mentioned persons, no other member of the Management Board, no other member of the<br />
Supervisory Board and no other member of Key Executives holds directly or indirectly any Shares or stock<br />
options over such Shares.<br />
At the date of this Prospectus, the Issuer has no stock option plan or other arrangements in place for members of<br />
the Management Board, Supervisory Board, Key Executives and/or Group’s employees pursuant to which such<br />
persons can acquire Shares or options of such Shares in the Issuers’ capital or its subsidiaries. The Issuer may<br />
however implement such arrangements in the future.<br />
Remuneration and Terms of Service Contracts<br />
Remuneration and terms of contracts of members of the Management Board<br />
Members of the Management Board receive remuneration from the <strong>Company</strong> and certain Group Companies.<br />
Moreover, each of Mr. Maris Simanovics, Mr. Viesturs Tamuzs and Mrs. Undine Bude have indirectly received<br />
remuneration from the Group Companies for consultancy services provided by consulting companies which are<br />
owned by above mentioned persons or their relatives. The total remuneration (including remuneration paid to the<br />
consulting companies) paid to each member of the Management Board in the financial year ended 31 December<br />
2011 by the Group was as follows: Mr. Maris Simanovics received approximately LVL 145,000, Mr. Viesturs<br />
Tamuzs received approximately LVL 56,600 and Mrs. Undine Bude received approximately LVL 130,000.<br />
Other benefits granted to the members of the Management Board included company cars, mobile phones, laptops<br />
and health insurance. Mr. Olaf Martens was not with the Group in the financial year ended 31 December 2011.<br />
The members of the Management Board are not granted any pensions, retirement or similar benefits by the<br />
Issuer or the Group Companies. No amounts have been set aside or accrued by the <strong>Company</strong> or the Group<br />
Companies to provide pension, retirement or similar benefits to members of the Management Board.<br />
The agreements between the Group and each Mr. Maris Simanovics, Mr. Viesturs Tamuzs and Mrs. Undine<br />
Bude (including agreements for consultancy services provided by consulting companies which are owned by<br />
above mentioned persons or their relatives) provide special financial benefits in the case of dismissal of above<br />
mentioned persons or termination of those agreements. The total financial benefits that should be paid in the case<br />
of dismissal or termination of those agreements are as follows: Mr. Maris Simanovics should receive<br />
approximately LVL 24,000, Mr. Viesturs Tamuzs should receive approximately LVL 42,000 and Mrs. Undine<br />
Bude should receive approximately LVL 65,000. The agreement entered into between the <strong>Company</strong> and Mr.<br />
Olaf Martens does not provide special benefits in the case of dismissal or termination of his service.<br />
149
Remuneration and terms of contracts of members of the Supervisory Board<br />
Current members of the Supervisory Board receive remuneration from the <strong>Company</strong>. Mr. Raitis Maurans and Mr.<br />
Martins Knipsis also receive remuneration from certain Group Companies. The total remuneration paid to each<br />
member of the Supervisory Board in the financial year ended 31 December 2011 by the Group was as follows:<br />
Mr. Raitis Maurans received approximately LVL 14,339 and Mr. Martins Knipsis received approximately LVL<br />
2,100. Mr. Eduards Ekarts, Mrs. Lelde Vitina and Mr. Ugis Treilons did not receive remuneration from the<br />
Group in the financial year ended 31 December 2011.<br />
The members of the Supervisory Board are not granted any pensions, retirement or similar benefits by the Issuer<br />
or the Group Companies. No amounts have been set aside or accrued by the <strong>Company</strong> or the Group Companies<br />
to provide pension, retirement or similar benefits to members of the Supervisory Board.<br />
The service contracts, employment agreements or other similar agreements entered into between the <strong>Company</strong> or<br />
the Group Companies and the members of the Supervisory Board do not provide special benefits in the case of<br />
dismissal or termination of such person’s service, employment contract or other similar agreement.<br />
Remuneration of Key Executives<br />
The Key Executives receive remuneration from various Group Companies. The total remuneration paid to each<br />
of the Key Executives in the financial year ended 31 December 2011 by the Group was as follows: Mr. Edmunds<br />
Jansons received approximately LVL 42,100 and Mrs. Ausma Ece received approximately LVL 47,240. Other<br />
benefits granted to the Key Executives included company cars, mobile phones, laptops and health insurance.<br />
The Key Executives are not granted any pensions, retirement or similar benefits by the Issuer or the Group<br />
Companies. No amounts have been set aside or accrued by the <strong>Company</strong> or the Group Companies to provide<br />
pension, retirement or similar benefits to the Key Executives.<br />
Certain information on the members of the Management Board, Supervisory Board and of the Key<br />
Executives<br />
At the date of this Prospectus, except as stated above, none of the members of the Management Board, none of<br />
the members of the Supervisory Board and no Key Executive for at least the previous five years:<br />
<br />
<br />
<br />
<br />
has been convicted of any offences relating to fraud;<br />
has been the subject of any official public incrimination or has been sanctioned by statutory or regulatory<br />
authorities (including professional associations); or<br />
has been disqualified by a court from acting as a member of the administrative, management or<br />
supervisory bodies of a company or from acting in the management or conducting the affairs of any<br />
company; or<br />
has been associated with any bankruptcy, receivership or liquidation, or similar proceedings, in their<br />
capacity as members of any administrative, managing, or supervisory body or as a senior executive.<br />
None of the members of the Management Board, none of the members of the Supervisory Board and no Key<br />
Executive hold a supervisory or a non-executive position in any other listed company or perform principal<br />
activities outside the Group which are significant with respect to the Issuer.<br />
There are no family relationships among the members of the Management Board, members of the Supervisory<br />
Board and/or the Key Executives.<br />
There are no actual or potential conflicts of interest between the obligations of the members of the Management<br />
Board, members of the Supervisory Board and/or the Key Executives, except Mr. Maris Simanovics, Mr.<br />
Viesturs Tamuzs, Mrs. Undine Bude, Mrs. Lelde Vitina and Mr. Eduards Ekarts (as direct and indirect<br />
shareholders of the Issuer) toward the Issuer and their respective private interests and duties or obligations to the<br />
Issuer. Moreover, due to the fact that interests of the Group are not always in line with the interests of the<br />
Principal Shareholders, there is a potential conflict of interest between private interests of Mr. Maris Simanovics,<br />
150
Mr. Viesturs Tamuzs and Mrs. Undine Bude, as the Principal Shareholders, and the interests of the Issuer. Please<br />
see risk factor: “The Issuer has been, and will continue to be, influenced by three principal shareholders”.<br />
Except as stated above, there are no arrangements or understandings with Principal Shareholders of the Issuer,<br />
customers, suppliers or others pursuant to which any member of the Management Board, member of the<br />
Supervisory Board and/or of the Key Executives was selected or appointed.<br />
Corporate Governance Rules<br />
Latvia<br />
Since the <strong>Company</strong> is incorporated in Latvia, it has to comply with Latvia law, as well as with provisions<br />
relating to corporate governance issues prescribed in the <strong>Company</strong>’s Articles of Association, the Latvian<br />
Commercial Law and the Latvian Financial Instrument Market Law. Moreover, the <strong>Company</strong> will be subject to<br />
the requirements of any national corporate governance rules, including the Corporate Governance Principles and<br />
Recommendations on their Implementation issued by NASDQ OMX Riga (available on the website:<br />
http://www.nasdaqomxbaltic.com/files/riga/corp_gov_May_2010_final_EN.pdf), when its Shares will be listed<br />
on the RSE, regulated market in Latvia.<br />
Poland<br />
The WSE, a regulated market on which the Shares will be listed, has its own corporate governance code, Code of<br />
Best Practices for WSE Listed Companies (the “WSE Corporate Governance Code”). The Issuer has decided to<br />
observe the majority of the WSE Corporate Governance Rules. However, certain principles will apply to the<br />
Issuer only to the extent allowed by the Latvian corporate law and corporate structure of the Group.<br />
The WSE Corporate Governance Rules introduce a comply or explain principle, according to which an issuer<br />
should provide the market with direct information about any non-compliance with the corporate governance<br />
code. In accordance with the WSE Rules, should a specific corporate governance rule set forth in the WSE<br />
Corporate Governance Rules not be applied on a permanent basis or be breached incidentally, the Issuer should<br />
publish a report containing information about which rule is not applied at all or has not been applied on an<br />
occasion, under what circumstances and for what reasons and how the Issuer intends to remove effects, if any, of<br />
not having applied a given rule on an occasion or what steps it intends to take to mitigate the risk of the<br />
corporate governance rules not being applied in the future. The report should be published on the Issuer’s official<br />
website and should be submitted as a current report through the EBI system. The report should be published as<br />
soon as the issuer becomes reasonably convinced that a given rule will not be applied at all, or on a specific<br />
occasion, and in any case promptly after an event representing a breach of a corporate governance rule occurs.<br />
Furthermore, any issuer listed on the WSE is required to include a report on the extent of compliance with the<br />
WSE Corporate Governance Rules in its annual report or as a separate report.<br />
151
SHAREHOLDERS<br />
Principal Shareholders<br />
As of the date of the Prospectus each of Mrs. Undine Bude, Mr. Viesturs Tamuzs and Mr. Maris Simanovics (the<br />
“Principal Shareholders”) owns directly 10% of the Issuer’s share capital. Principal Shareholders are also<br />
beneficial owners of ESOMTAX INVEST LIMITED (Cyprus), which owns 42% of the Issuer’s share capital.<br />
Moreover, Principal Shareholders are direct and indirect shareholders of AS Perseus, which is partner in Otrais<br />
Eko Fonds. Otrais Eko Fonds owns 28% of the Shares as of the date of the Prospectus. Following the Offering<br />
each of Mrs. Undine Bude, Mr. Viesturs Tamuzs and Mr. Maris Simanovics will continue to own directly 7.81%<br />
of the Shares, assuming all of the Offer Shares are allotted to investors. Moreover, ESOMTAX INVEST<br />
LIMITED (Cyprus) will continue to own 32.82% of the Shares, assuming all of the Offer Shares are allotted to<br />
investors. Together, the Principal Shareholders will continue to own directly and indirectly up to 56.25% of the<br />
Shares, assuming all of the Offer Shares are allotted to investors. The Principal Shareholders are not acting in<br />
concert with respect to the Issuer.<br />
Control over the <strong>Company</strong><br />
As at the date of this Prospectus, so far as the <strong>Company</strong> is aware, there is no arrangement that might result in the<br />
change of control over the <strong>Company</strong>.<br />
Dilution<br />
The tables below indicate the Issuer’s shareholding structure as at the date of this Prospectus and after the<br />
Offering:<br />
Shareholder<br />
Shares owned prior to the<br />
Offering<br />
Number of<br />
shares %<br />
Shares owned after the<br />
Offering (1)<br />
Number of<br />
shares %<br />
ESOMTAX INVEST LIMITED (Cyprus) (2) 9,418,500 42 9,418,500 32.82<br />
Otrais Eko Fonds (3) 6,279,000 28 0 0<br />
Mr. Viesturs Tamuzs 2,242,500 10 2,242,500 7.81<br />
Mrs. Undine Bude 2,242,500 10 2,242,500 7.81<br />
Mr. Maris Simanovics 2,242,500 10 2,242,500 7.81<br />
Public - - 12,558,000 43.75<br />
Total 22,425,000 100 28,704,000 100<br />
(1) Assuming that all the Offer Shares are allotted in the Offering.<br />
(2)<br />
Beneficial owners of ESOMTAX INVEST LIMITED (Cyprus) are: Mr. Viesturs Tamuzs, Mrs. Undine Bude and Mr. Maris<br />
Simanovics.<br />
(3)<br />
Otrais Eko Fonds is a limited partnership with 5 partners: Latvian Guarantee Agency, AS Perseus, AS Swedbank<br />
Ieguldijumu parvaldes sabiedriba, Swedbank Investeerimisfondid Aktsiaselts and AS Eko Investors (management company of<br />
the fund, general partner). Shareholders of AS Perseus are: AS Eko Investors, Mr. Viesturs Tamuzs and Mrs. Undine Bude.<br />
Shareholders of AS Eko Investors are: Mr. Viesturs Tamuzs, Mrs. Undine Bude, Mr. Maris Simanovics, Mr. Eduards Ekarts<br />
and Mrs. Lelde Vitina.<br />
The voting rights of the Principal Shareholders with respect to its Shares do not differ in any respect from the<br />
rights attaching to the Offer Shares. The Principal Shareholders will not have other voting rights from other<br />
shareholders, other than the greater or lesser voting power inherent in its percentage ownership in the <strong>Company</strong>’s<br />
share capital.<br />
Selling Shareholder<br />
Limited partnership Otrais Eko Fonds, corporate code: 40003837498, with registered office at Darza iela 2, Riga,<br />
LV-1007, Latvia is the Selling Shareholder.<br />
152
Lock-up agreement<br />
On 11 June 2012 the <strong>Company</strong>, the Principal Shareholders, the Selling Shareholder, ESOMTAX INVEST<br />
LIMITED (Cyprus), the Offering Broker, the Financial Advisor and Nordea Bank entered into lock-up<br />
agreement (the “Lock-up Agreement”) on terms described below.<br />
Except for: (i) the issue of the New Shares in the Offering, (ii) the issue of securities linked to the Issuer’s share<br />
capital under any share / management incentive plan that may be implemented by the Issuer and (iii) the pledge<br />
of existing shares of the <strong>Company</strong> in favour of Nordea Bank, the Issuer agreed that for the period of 12 months<br />
from the Settlement Date, the Issuer, its General Meeting, Supervisory Board and/or Management Board will<br />
not, without the prior written consent of the Offering Broker, which consent shall not be unreasonably withheld,<br />
propose or otherwise support an offering of any of the <strong>Company</strong>’s existing shares, announce any intention to<br />
offer new shares or and/or issue any securities convertible or exchangeable into the <strong>Company</strong>’s existing or new<br />
shares or securities that in any other manner represent the right to acquire existing or new shares in the<br />
<strong>Company</strong>, and/or conclude any transaction (including any transaction involving derivatives) of which the<br />
economic effect would be similar to the effect of selling the <strong>Company</strong>’s shares.<br />
Furthermore, except for: (i) the issue of the New Shares in the Offering, (ii) the issue of securities linked to the<br />
Issuer’s share capital under any share / management incentive plan that may be implemented by the Issuer, (iii)<br />
the pledge of existing shares of the <strong>Company</strong> in favour of Nordea Bank, and (iv) selling the Sale Shares by the<br />
Selling Shareholder in the Offering, the Principal Shareholders, the Selling Shareholder and ESOMTAX<br />
INVEST LIMITED (Cyprus) agreed that for a period of 12 months from the Settlement Date shall not, without<br />
the prior consent of the Offering Broker, which consent shall not be unreasonably withheld: (i) sell or otherwise<br />
transfer any of the <strong>Company</strong>’s existing shares, (ii) propose or otherwise support an offering of any of the<br />
<strong>Company</strong>’s existing shares, (iii) announce any intention to sell (or otherwise transfer) any of the <strong>Company</strong>’s<br />
existing shares, (iv) propose or otherwise support intention to offer new shares of the <strong>Company</strong>; (v) issue any<br />
securities convertible or exchangeable into the <strong>Company</strong>’s existing or new shares, (vi) issue any securities that in<br />
any other manner represent the right to acquire existing or new shares in the <strong>Company</strong>; (vii) encumber existing<br />
or new shares in the <strong>Company</strong>, and (viii) conclude any transaction (including any transaction involving<br />
derivatives) whose economic effect would be similar to the effect of the sale, encumbrance or transfer of the<br />
<strong>Company</strong>’s shares.<br />
In addition, except for: (i) the issue of the New Shares in the Offering, (ii) the issue of securities linked to the<br />
Issuer’s share capital under any share / management incentive plan that may be implemented by the Issuer and<br />
(iii) the pledge of existing shares of the <strong>Company</strong> in favour of Nordea Bank, the Principal Shareholders, the<br />
Selling Shareholder and ESOMTAX INVEST LIMITED (Cyprus) for a period of 12 months from the Settlement<br />
Date agreed not to propose, vote in favour of or otherwise support, without the prior consent of the Offering<br />
Broker, which consent shall not be unreasonably withheld: (i) any increase of the <strong>Company</strong>'s share capital, (ii)<br />
any issuance of securities convertible or exchangeable into the <strong>Company</strong>’s existing or new shares, (iii) any<br />
issuance of any other securities that in any other manner represent the right to acquire existing or new shares in<br />
the <strong>Company</strong>, and (iv) the conclusion of any transaction (including any transaction including derivatives) of<br />
which the economic effect would be similar to the effect of causing the <strong>Company</strong> to issue such instruments.<br />
Additionally, Nordea Bank agreed that for a period of 12 months from the Settlement Date will not, without the<br />
prior consent of the Offering Broker, which consent shall not be unreasonably withheld: (i) sell or otherwise<br />
transfer any of the <strong>Company</strong>’s shares pledged to Nordea Bank, (ii) propose or otherwise support an offering of<br />
any of the <strong>Company</strong>’s shares pledged to Nordea Bank, (iii) announce any intention to sell (or otherwise transfer)<br />
any of the <strong>Company</strong>’s shares pledged to Nordea Bank, (iv) issue any securities convertible or exchangeable into<br />
the <strong>Company</strong>’s shares pledged to Nordea Bank, (v) issue any securities that in any other manner represent the<br />
right to acquire the <strong>Company</strong>’s shares pledged to Nordea Bank, (vi) encumber the <strong>Company</strong>’s shares pledged to<br />
Nordea Bank for the benefit of third parties, and (vii) conclude any transaction (including any transaction<br />
involving derivatives) whose economic effect would be similar to the effect of the sale, encumbrance or transfer<br />
of the <strong>Company</strong>’s shares pledged to Nordea Bank. The Offering Broker shall not unreasonably reject its consent<br />
for sale of the <strong>Company</strong>’s shares pledged to Nordea Bank to the purchaser presented to the Offering Broker by<br />
Nordea Bank and under terms and conditions acceptable for the Offering Broker and Nordea Bank shall not be<br />
prohibited, in order to satisfy its outstanding claims arising from the Nordea Financing Agreements, from: (i)<br />
taking over any of the <strong>Company</strong>’s shares pledged to Nordea Bank in accordance with certain pledge agreements,<br />
and (ii) selling or otherwise transferring any of the <strong>Company</strong>’s shares pledged to Nordea Bank outside the<br />
regulated market to affiliate of Nordea Bank or to a strategic investor. Moreover, taking over, selling or<br />
otherwise transferring the <strong>Company</strong>’s shares pledged to Nordea Bank during a lock-up period shall only be made,<br />
153
without the prior written consent of the Offering Broker, if: (i) the entity acquiring the <strong>Company</strong>’s shares<br />
pledged to Nordea Bank prior to becoming the owner of any of the <strong>Company</strong>’s shares pledged to Nordea Bank<br />
will enter into the Lock-up Agreement; or (ii) it will made as a result of acceptance of a general offer (a public<br />
tender offer) directed to all the holders of the issued and allotted shares of the <strong>Company</strong> for the time being on<br />
terms which treat all such holders, including Nordea Bank, alike.<br />
154
DESCRIPTION OF THE SHARES AND CORPORATE RIGHTS AND OBLIGATIONS<br />
Rights and obligations granted by the Shares<br />
All the Shares are pari passu (at an equal pace without preference) with regard to property and non-property<br />
rights they grant to shareholders.<br />
The shareholders acquire the property rights to the Shares upon the payment for the subscribed Shares and<br />
registration of the increase of the share capital of the <strong>Company</strong> in the Commercial Register after lapse of<br />
subscription period, pursuant to the Regulations for Increasing of the Share Capital of the <strong>Company</strong> approved<br />
every time together with the relevant decision on capital increase. After registration of the increase of the share<br />
capital of the <strong>Company</strong> property rights to the shares of the <strong>Company</strong> are passed by transferring them to the<br />
financial instruments accounts of the acquirers against payment or free of charge.<br />
The rights arising from the shares belong to the person, the share of which has been registered in the financial<br />
instrument account in accordance with the provisions of the Latvian Financial Instrument Market Law.<br />
Pursuant to Article 226 of the Latvian Commercial Law the Shares of the <strong>Company</strong> give, inter alia, the<br />
following rights:<br />
(i)<br />
(ii)<br />
(iii)<br />
(iv)<br />
(v)<br />
(vi)<br />
(vii)<br />
to take part in the management of the <strong>Company</strong>,<br />
to participate and vote in the General Meeting;<br />
to exercise pre-emptive rights;<br />
to receive dividends;<br />
to receive funds in case of reduction of the share capital of the <strong>Company</strong>;<br />
to receive a liquidation quota, in case of liquidation of the <strong>Company</strong>;<br />
to request information regarding the issues included in the agenda of the General Meeting before the<br />
meeting;<br />
(viii) to submit the drafts of the decisions on the issues on the agenda of the General Meeting before the<br />
meeting or during the meeting if all the drafts of the decisions submitted before the meeting have been<br />
reviewed and the suggested drafts of the decisions have been refused;<br />
(ix)<br />
(x)<br />
to request information about the economic position of the <strong>Company</strong> to such an extent as is necessary to<br />
examine the relevant issue on the agenda and to objectively take a decision;<br />
to decide on bringing an action on behalf of the <strong>Company</strong> against the Management Board, the Supervisory<br />
Board and the auditor on compensation of losses caused to the <strong>Company</strong>.<br />
General Meetings of Shareholders<br />
Competence of General Meeting<br />
According to the Latvian Commercial Law and Article 4.2 of the Articles of Association, the General Meeting<br />
has the exclusive right on making decisions on the following issues:<br />
(i)<br />
(ii)<br />
approval of the annual report of the <strong>Company</strong> and use of profit from the previous year of operations;<br />
election and recall of the members of the Supervisory Board, the auditor, the controller and liquidator;<br />
155
(iii)<br />
(iv)<br />
(v)<br />
(vi)<br />
(vii)<br />
bringing of actions against members of the Management Board, the Supervisory Board and the auditor or<br />
withdrawing actions against them, as well regarding the appointment of a representative of the <strong>Company</strong><br />
to maintain actions against the members of Supervisory Board;<br />
amending of Articles of Association of the <strong>Company</strong>;<br />
increase or reduction of the share capital of the <strong>Company</strong>, except the case referred to in Clause 2.10 of the<br />
Articles of Association;<br />
issue and conversion of the <strong>Company</strong>’s securities;<br />
general principles, types and criteria for determining the remuneration intended for the members of the<br />
members of the Management Board and the Supervisory Board; determining the remuneration for<br />
members of the Supervisory Board and the auditor;<br />
(viii) termination of activities of the <strong>Company</strong> or their continuation or reorganisation of the <strong>Company</strong>;<br />
(ix)<br />
other issues only if it is provided for by applicable laws.<br />
Decision making of the General Meeting does not differ from the rules of the Latvian Commercial Law. The<br />
General Meeting takes the following decisions by a qualified majority vote that must be no less than ¾ of all the<br />
votes conferred by the shares held by the shareholders attending the meeting:<br />
(i)<br />
(ii)<br />
(iii)<br />
(iv)<br />
(v)<br />
(vi)<br />
amendments to the Articles of Association of the <strong>Company</strong>;<br />
issuance of convertible bonds;<br />
reorganisation of the <strong>Company</strong>;<br />
entering into a group of companies agreement (e.g. contract whereby a company subjects its management<br />
and/or undertakes to transfer all or part of its profit to another company or private individual), amending<br />
or termination thereof;<br />
taking over of the <strong>Company</strong> (e.g. taking over of the company by another company (principal company)<br />
holding more than 90% of the shares of the taken over company exchanging the shares of the shareholders<br />
of the taken over company with the shares the principal company and/or by compensating in cash);<br />
consent for inclusion and the termination or continuation of operations of the <strong>Company</strong>.<br />
All other decisions of the General Meeting require a simple majority vote, i.e. no less that ½ of all the votes<br />
conferred by the shares of the shareholders present at the General Meeting.<br />
The General Meeting of shareholders is entitled to adopt decisions if more than a half of the <strong>Company</strong>’s share<br />
capital with the voting rights is represented in the meeting.<br />
Procedures of the General Meeting<br />
The right of initiative to convene the General Meeting is vested to the Management Board, the Supervisory<br />
Board or the Commercial Register. As a rule, the General Meetings are convened by a decision of the<br />
Management Board.<br />
General Meetings are annual and extraordinary. An annual General Meeting must be held every year within four<br />
months after the close of the financial year. The Latvian Commercial Law indicates that an extraordinary<br />
General Meeting must be convened: (i) upon initiative of the Management Board, request of the Supervisory<br />
Board, the auditors or shareholders who jointly represent no less than 1/20 of the share capital of the <strong>Company</strong>;<br />
(ii) if the loss of the <strong>Company</strong> exceeds ½ of the share capital of the <strong>Company</strong> or the <strong>Company</strong> has limited<br />
solvency, the signs of insolvency procedures have been determined by the Management Board or they are likely<br />
to occur in the <strong>Company</strong>.<br />
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Once the Shares are listed on the WSE and the RSE, a notice of convocation of the General Meeting should be<br />
made public no later than 30 days before the date of the General Meeting through the information distribution<br />
systems (e.g. ESPI) as a material event, and is also to be published on the <strong>Company</strong>’s website: www.ecobaltia.lv.<br />
Additional matters to be included on the agenda of the General Meeting may be proposed by shareholders no<br />
later than 7 days prior to the meeting. In addition, if all the draft decisions proposed no later than 7 days prior to<br />
the meeting have been reviewed and declined, they may propose new draft decisions on the matters on the<br />
agenda prior to and during the General Meeting.<br />
Right to Receive Information<br />
Shareholders execute their rights to participate in the management of the <strong>Company</strong> through rights to attend the<br />
General Meetings of shareholders of the <strong>Company</strong>. Pursuant to the Latvian Commercial Law and the Latvian<br />
Financial Instrument Market Law, shareholders rights to receive information are related to process of<br />
convocation of shareholders meeting, including, shareholders are entitled, before the General Meeting, to receive<br />
agenda of the meeting, draft decisions of the meeting, draft amendments to incorporation documents of the<br />
<strong>Company</strong>, annual report, report of the Supervisory Board and report of the auditor (if the meeting is convened<br />
for approval of annual report). Moreover, shareholders are also entitled to receive all additional information<br />
related to items of the agenda of the General Meeting of the <strong>Company</strong>, which includes at least information on<br />
profit or loss of the <strong>Company</strong>, solvency of the <strong>Company</strong>, future development prospective and agreements<br />
concluded between the <strong>Company</strong> and shareholders, members of the Management Board or members of the<br />
Supervisory Board of the <strong>Company</strong>.<br />
Voting at the General Meeting<br />
Pursuant to Article 279 of the Latvian Commercial Law, each share of the <strong>Company</strong> confers one vote in the<br />
General Meeting. Only shareholders, who have fully paid-up their shares, are entitled to vote at the General<br />
Meeting. The persons who were shareholders of the <strong>Company</strong> at the close of the record date of the General<br />
Meeting (i.e. the close of the sixth business day prior the date of the General Meeting) have the right to attend<br />
and vote at the General Meeting. The shareholder’s right to attend the General Meeting also includes the right to<br />
speak and to ask questions regarding the items on the agenda of the meeting.<br />
The persons, who were shareholders of the <strong>Company</strong> at the close of the record date of the General Meeting (i.e.<br />
the close of the sixth business day prior the date of the General Meeting), have the right to attend and vote at the<br />
General Meeting.<br />
To be able to participate in the General Meeting the investors that hold the Shares through securities accounts<br />
maintained by NDS participants should inform the investment firm maintaining its securities account in which its<br />
Shares are recorded about their will to participate in such General Meeting. The participants of the NDS should<br />
collect such information from its accountholders, forward it to the NDS, who should collect all information and<br />
prepare the list of shareholders willing to participate in the General Meeting to be provided to the LCD. The<br />
LCD will then provide the list of shareholders willing to participate in the General Meeting received from the<br />
NDS to the <strong>Company</strong>.<br />
A person attending the General Meeting and entitled to vote must present a document, which is a proof of his/her<br />
identity. A person who is not a shareholder must additionally present a document authorising him/her to vote at<br />
the General Meeting. A proxy should be attached to the minutes of the General Meeting. A proxy may be<br />
submitted prior to the beginning of the General Meeting. A proxy is not necessary for persons who represent a<br />
shareholder on the basis of law, e.g. if they are statutory representatives of the shareholder. Those persons should<br />
present documents, which certify their authorisation.<br />
The <strong>Company</strong> does not provide a possibility to vote in advance in writing by mail on the issues included on the<br />
agenda of the General Meeting or to attend the General Meeting and to vote by means of electronic<br />
communications.<br />
The <strong>Company</strong> should post the voting results of the General Meeting on its website no later than within 14 days<br />
following the General Meeting.<br />
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Challenging of Decisions<br />
Decisions of the General Meeting of shareholders of the <strong>Company</strong> may be recognized as void by court, if such<br />
decisions are in conflict with law, incorporation documents, including the Articles of Association of the<br />
<strong>Company</strong>, objectives of the <strong>Company</strong>, public interests or morality, decisions infringe rights of third parties,<br />
procedure of convening of the meeting, procedure of the meeting itself or rights of shareholders to receive<br />
information in relation to the meeting have been violated. A statement of claim may be filed by the Management<br />
Board or the Supervisory Board of the <strong>Company</strong> or an individual member of those bodies, the auditor,<br />
shareholder or other persons specified by the Latvian Commercial Law. Such claim may be filed in a competent<br />
court of Latvia within three months as from the day the General Meeting of shareholders has been held; or in<br />
case the claim is brought by a shareholder, who has been unlawfully not allowed to participate in the meeting –<br />
within three months from the day, on which the shareholder learnt or should have learnt about the challenged<br />
decision, but not longer than one year from the day of the meeting. The statement of claim should be brought<br />
against the <strong>Company</strong>.<br />
In addition, a shareholder or a group of shareholders, representing at least 5% of the voting rights or whose<br />
investments in share capital of the <strong>Company</strong> are at least LVL 50,000 (approx. EUR 71,150), may apply to the<br />
court in favour of the <strong>Company</strong> for compensation of damages caused by the members of the Management Board<br />
or the Supervisory Board of the <strong>Company</strong> by non-performance or improper performance of their duties<br />
prescribed by the laws of the Republic of Latvia and the Articles of Association, as well as in other cases<br />
provided by laws.<br />
Procedure of amending the Articles of Association<br />
The Articles of Association should be amended under the procedure provided for in the laws of the Republic of<br />
Latvia and the Articles of Association:<br />
(i)<br />
(ii)<br />
(iii)<br />
the decision to amend the Articles of Association is adopted by the General Meeting by a ¾ qualified<br />
majority vote of shareholders present at the General Meeting, save for the exceptions provided for in the<br />
Latvian Commercial Law and the Articles of Association;<br />
after the General Meeting decides to amend the Articles of Association, the entire text of the amended<br />
Articles of Association should be drawn up and signed by the Management Board members entitled to<br />
represent the <strong>Company</strong> or a person authorised by the General Meeting;<br />
all amendments and additions to the Articles of Association should come into effect only after they are<br />
registered with the Commercial Register under the procedure set by laws and regulations of the Republic<br />
of Latvia.<br />
Pre-emptive Rights<br />
Pursuant to the Latvian Commercial Law, the <strong>Company</strong>’s share capital may be increased by a decision of the<br />
General Meeting and may be effectuated by issuing additional shares in an ordinary manner or with a special<br />
purpose. Additional shares are issued for a special purpose in the following cases: (i) for exchange of newly<br />
issued shares for convertible bonds, (ii) for exchange of newly issued shares for the shares of a company to be<br />
merged in case of reorganisation, (iii) as a compensation to minority shareholders that as an exchange of shares<br />
is conducted by the dominant undertaking of a group of companies, (iv) for the issuing of employee shares.<br />
Increases in share capital by way of issuance of additional shares may be effectuated through one or a<br />
combination of the following: (i) in consideration for cash; (ii) in consideration for assets contributed in kind;<br />
(iii) by conversion of bonds previously issued.<br />
If the <strong>Company</strong> issues additional shares in an ordinary manner, the current shareholders will have a pre-emptive<br />
right to subscribe for such securities on a pro rata basis. The pre-emptive right requires that the <strong>Company</strong> gives<br />
priority treatment to the current shareholders. The <strong>Company</strong> must announce the proposal to exercise the preemptive<br />
rights as well as the period of such exercising in the official gazette Latvijas Vestnesis and report the<br />
same to the Commercial Register. When the <strong>Company</strong> is listed on the WSE and the RSE, the relevant<br />
announcement should have to be additionally made through the stock exchanges information distribution<br />
systems, and also published on the <strong>Company</strong>’s website: www.ecobaltia.lv. The time limit for a shareholder to<br />
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acquire the securities on a pre-emptive basis may not be less than 1 month after the public announcement<br />
thereof.<br />
Pre-emptive rights of the shareholders may not be revoked or restricted by the foundation agreement, the Articles<br />
of Association or a decision of the General Meeting, except in cases of increase of the share capital for a special<br />
purpose (e.g. for exchange of newly issued shares for convertible bonds; for exchange of newly issued shares for<br />
the shares of a company to be merged in case of reorganisation; as compensation to minority shareholders which<br />
as an exchange of shares is conducted by the dominant undertaking of a group of companies; for issuing of<br />
employee shares). If the intermediaries organise the offering and subscription of new shares of the <strong>Company</strong>,<br />
they should ensure pre-emptive rights of the current shareholders.<br />
The pre-emptive right to acquire the shares issued by the <strong>Company</strong> is granted to the persons, who were<br />
shareholders of the <strong>Company</strong> at the record date (i.e. the close of the six business days prior to the General<br />
Meeting).<br />
The subscription for the pre-emptive rights for the Issuer’s shares by the investors that hold the Shares through<br />
securities accounts maintained by the NDS participants will be conducted through the NDS and the LCD and<br />
may be executed with participation of the Issuer’s agent, being a member of the LCD. The LCD will provide<br />
information to the NDS regarding any increase of share capital with pre-emptive rights immediately on receipt of<br />
this information from the Issuer, either directly, or indirectly (i.e. via the Issuer’s agent). The pre-emptive right<br />
to acquire the shares issued by Issuer will be granted to the persons who owned Shares as per the record date.<br />
Only these shareholders, who will grant permission to provide their identification data to the Issuer and entities<br />
participating in the capital increase will be allowed to exercise pre-emptive rights. Information regarding<br />
shareholders who want to participate in the capital increase and therefore disclosed their identity will be<br />
collected by entities maintaining securities accounts for those shareholders, being participants of the NDS.<br />
Further, this information will be forward by participants of the NDS to the NDS. The NDS will prepare the list<br />
of shareholders who want to participate in the capital increase of the Issuer and provide it with the LCD. The<br />
LCD will then provide this list to the Issuer, either directly, or indirectly (i.e. via the Issuer’s agent). Upon valid<br />
issuance, the new shares will be delivered to the investors that hold the Shares through securities accounts<br />
maintained by NDS participants by transferring them from the LCD to the NDS. Subsequently, the NDS will<br />
distribute the new shares among its participants and the NDS participants will credit the respective shareholders’<br />
securities accounts.<br />
Transfer of Shares<br />
According to the Latvian Financial Instrument Market Law, only book-entry shares are eligible for public<br />
trading. The LCD manages the book-entry system which consists of two account levels. The first level is<br />
managed by the LCD and consists of the issue accounts and correspondent accounts of banks and investment<br />
brokerage companies that are members of the LCD (the custodian). The second level is managed by the<br />
custodians and consists of accounts of holders of securities. In order to effect any transactions with book-entry<br />
shares, an investor must open a book-entry account with a custodian. All transactions with book-entry shares are<br />
executed as electronic book-entry transfers. The holders of Shares are entitled to receive statements from their<br />
custodians confirming the book-entry transfers as well as periodical or on-the-date statements of their total or<br />
separate holdings.<br />
Shareholders in the Issuer may hold and transfer the Shares through the NDS participants, such as investment<br />
firms and custodian banks operating in Poland.<br />
Dividends and Other Distributions<br />
A dividend is a share of profit allocated to a shareholder in proportion to the nominal value of shares owned by<br />
this shareholder. Dividends should be calculated and paid out for fully paid-up shares. If the share is not fully<br />
paid-up, no dividend is paid.<br />
Dividends may be declared only once per financial year by a decision of the annual General Meeting on the<br />
division of profit based on the proposal of the Management Board on the distribution of profit. Dividends may<br />
not be determined, calculated and paid out, if the net value of the own funds of the <strong>Company</strong> at the time of the<br />
end of the accounting year fall below, or as a result of this payment would fall below the total amount of the<br />
share capital of the <strong>Company</strong>.<br />
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Dividends are paid to persons, who at the record date (i.e. a date specified by Issuer without delay, but no earlier<br />
than the tenth business day following the day the decision to distribute dividends was adopted by the General<br />
Meeting) were the shareholders of the <strong>Company</strong> or were otherwise entitled to receive dividends. As a general<br />
rule, the <strong>Company</strong> pays the dividends through the LCD and the intermediaries. The <strong>Company</strong> pays the declared<br />
dividends to the LCD within 10 business days from the record date. The LCD within one business day transfers<br />
the received funds to holders of securities accounts in the LCD, which subsequently transfers the dividends to<br />
the shareholders within one business day after receiving funds from the LCD.<br />
Dividend payments and other payments made by the Issuer in favour of the investors that hold the Shares<br />
through securities accounts maintained by NDS participants will be conducted through the LCD, acting as<br />
primary depository. The Issuer should transfer via the LCD system to the NDS the amount due to the<br />
shareholders which hold the Shares through securities accounts maintained by the NDS participants.<br />
Subsequently, the NDS should redistribute the dividend and other payments among its participants and the NDS<br />
participants should credit the respective investors’ accounts.<br />
Both residents and non-residents of Latvia are subject to the same dividend payment rule (there is no restriction<br />
on the ability of the Issuer to pay dividends to non-Latvian shareholders and there are no special procedures<br />
applicable to the payment of dividends to non-Latvian shareholders), except for the taxation matters (please see:<br />
“Taxation – Taxation in Latvia”).<br />
Dividends can be paid only in cash. The dividends attributable to the Shares are non-cumulative, as the <strong>Company</strong><br />
has not issued any preference shares with cumulative dividends, owners of which would be guaranteed the right<br />
to dividend in the amount indicated in such shares.<br />
Right to receive funds during the reduction of the share capital<br />
When the share capital of the company is decreased in order to pay out the funds to its shareholders, each<br />
shareholder is entitled to receive funds from the <strong>Company</strong>. Only the annual General Meeting may adopt the<br />
decision to decrease the share capital with the purpose of paying funds to the shareholders also approving the<br />
Regulations for Decrease of Share Capital for each particular case. The indicated Regulations should provide for<br />
the term for return or exchange of shares and the provisions of payment out of the funds. The funds must be paid<br />
to the shareholders, who have submitted the shares for return or exchange within the term foreseen in the<br />
Regulations for Decrease of Share Capital and the payment should be made pursuant to the provisions of<br />
payment specified in the Regulations. The funds are paid pro rata to the nominal value of shares held by each<br />
shareholder and may only be paid in cash.<br />
The share capital may be reduced provided that all of the following conditions are met: (i) all known creditors of<br />
the company, whose claim rights against the <strong>Company</strong> have arisen prior to taking of the decision to decrease the<br />
share capital, have been personally notified in writing and a notice regarding the decision taken to decrease the<br />
equity capital has been published in the official gazette Latvijas Vestnesis inviting creditors to apply for securing<br />
of their claims within the specified time period; (ii) all claims of creditors who have applied within the specified<br />
time period have been secured.<br />
The decision to decrease the share capital with the purpose of paying out the funds to its shareholders may not be<br />
adopted, if after decrease the share capital will fall below the amount specified in Article 225 of the Latvian<br />
Commercial Law, i.e. a minimum share capital of a public limited liability company in Latvia LVL 25,000 (EUR<br />
35,572).<br />
Right to share in any surplus in the event of liquidation<br />
In the event of liquidation, the <strong>Company</strong>’s surplus assets remaining after settlement of accounts with creditors or<br />
depositing cash due to creditors are distributed to the shareholders in proportion to the aggregate sum of the<br />
nominal value of the shares held by shareholders. In case the <strong>Company</strong>’s liquidation is voluntary the surplus<br />
assets may be distributed to the shareholders only after settlement of debts with creditors or depositing cash due<br />
to creditors and after a lapse of two months after the day when the liquidation closing financial report and the<br />
plan for division of the remaining property of the <strong>Company</strong> has been sent to the shareholders or a notice has<br />
been published informing on the opportunity to review those documents. The liquidation closing financial report<br />
and the plan for division of the remaining property of the <strong>Company</strong> can be prepared only after a lapse of 3 month<br />
period for application of the creditors’ claims. If any judicial disputes with respect to the payment of the<br />
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<strong>Company</strong>’s debts arise, the surplus assets may not be distributed to the shareholders until the final settlement of<br />
disputes and debts.<br />
Acquiring of the Issuer’s own Shares<br />
Pursuant to the Latvian Commercial Law, the <strong>Company</strong> may not subscribe for or acquire its own shares or<br />
accept its own shares as a security or finance third parties in the acquisition of the shares of the <strong>Company</strong>, save<br />
exceptional circumstances when the <strong>Company</strong> may acquire its own shares or accept its own shares as a security:<br />
(i) if the <strong>Company</strong> decreases its share capital by withdrawing part of shares from circulation and cancelling<br />
them, (ii) if the <strong>Company</strong> acquires its own shares in order to protect itself from substantial direct losses, (iii) if<br />
the <strong>Company</strong> acquires its own employee shares, (iv) if the <strong>Company</strong> acquires its own shares as a result of<br />
reorganisation, by paying compensation to the shareholders in the cases specified by law, (v) if the <strong>Company</strong><br />
acquires its own shares when it acquires some other undertaking or its part, (vi) if the <strong>Company</strong> acquires its own<br />
shares as a result of a free-of-charge transaction, (vii) if the <strong>Company</strong> acquires its own shares by way of<br />
inheritance, (viii) if the <strong>Company</strong> acquires its own shares by collecting on its claims from third parties, (iv) if the<br />
shares held by a shareholder, who has not paid-up such shares within the specified time period, pass to the<br />
<strong>Company</strong>. In the cases indicated in items (ii), (vi) and (viii) above the <strong>Company</strong> may acquire only fully paid-up<br />
shares.<br />
The <strong>Company</strong> may acquire its own shares in order to protect itself from substantial direct losses, only upon a<br />
decision of the General Meeting, under the condition that the total par value of the acquired shares together with<br />
the shares already owned by the <strong>Company</strong> does not exceed 1/10 of the subscribed share capital of the <strong>Company</strong>.<br />
The <strong>Company</strong> may acquire the shares only if the own funds of the <strong>Company</strong> exceed the amount of the share<br />
capital, and as a result of the acquisition of such shares the own funds of the <strong>Company</strong> do not become less than<br />
this amount. The decision of the General Meeting should indicate the maximum number of shares to be acquired,<br />
as well as the time period, when the shares should be acquired (this period may not exceed 18 months). If the<br />
shares are acquired for remuneration, the decision should indicate the minimum and maximum amount of<br />
remuneration.<br />
Aforementioned procedure for repurchasing the own shares is laid down in the Latvian Commercial Law, the<br />
Latvian Financial Instrument Market Law and the Rules of the LCD. The <strong>Company</strong> is not entitled to purchase its<br />
own shares, if as a result of the acquisition the value of the own funds of the <strong>Company</strong> would fall below the<br />
amount of the share capital of the <strong>Company</strong>. Furthermore, the <strong>Company</strong> may not repurchase its own shares<br />
unless the reserve for acquisition of such shares, the amount of which may not be less than the aggregate<br />
purchase price of the shares being acquired, is formed in the <strong>Company</strong>. In order to repurchase its shares the<br />
<strong>Company</strong> must submit a voluntary takeover bid and when redeeming its shares, the <strong>Company</strong> must ensure equal<br />
possibilities for all the shareholders to sell shares of the <strong>Company</strong> to the <strong>Company</strong>.<br />
In all other of the indicated cases shares may be repurchased by the <strong>Company</strong> on the basis of a decision adopted<br />
by the Management Board.<br />
Having purchased its shares, the <strong>Company</strong> is not entitled to exercise any property or non-property rights<br />
conferred by such shares.<br />
Further capital calls by the <strong>Company</strong><br />
If the loss of the <strong>Company</strong> exceeds half of the share capital of the <strong>Company</strong> or the <strong>Company</strong> has limited<br />
solvency, the <strong>Company</strong> has the signs of insolvency or they are likely to occur, the General Meeting may, inter<br />
alia, adopt a decision to cover the <strong>Company</strong>’s losses or part thereof by additional contributions of the<br />
shareholders by way of increase in share capital or other means (e.g. in providing the loan to the <strong>Company</strong>). If<br />
the General Meeting adopts the decision to cover the <strong>Company</strong>’s losses or part thereof by additional<br />
contributions of the shareholders by way of increase in share capital, the shareholders who will subscribe to the<br />
shares of the new issue will be obliged to pay the contributions to the <strong>Company</strong>. If the General Meeting adopts<br />
the decision to cover the <strong>Company</strong>’s losses or part thereof by additional contributions of the shareholders by<br />
other means, the shareholders who have voted in favour of such decision will be obliged to pay the contributions<br />
to the <strong>Company</strong>. The shareholders, who have not participated at the General Meeting or have voted against such<br />
decision, are entitled not to pay any additional contributions to the <strong>Company</strong>.<br />
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Conversion provisions<br />
As of the date of the Prospectus the <strong>Company</strong> has not issued any convertible securities.<br />
Annual accounts<br />
According to the applicable legislation, the set of annual financial statements of the <strong>Company</strong> has to be approved<br />
by the annual General Meeting, which has to be convened within 4 months after close of the relevant financial<br />
year. Announcement on convocation of the General Meeting should be made no later than on the next business<br />
day after the auditor’s report. The set of annual financial statements of the <strong>Company</strong> together with the annual<br />
report of the company and the auditor’s report, as well as an explanation as to when the annual report has been<br />
approved has to be submitted to the Latvian State Revenue Service no later than 1 month after the annual<br />
General Meeting.<br />
Upon approval of the set of annual financial statements, the annual General Meeting has to appropriate the profit<br />
(loss) of the <strong>Company</strong> available for appropriation, pursuant to the proposal for use of profit prepared by the<br />
Management Board and provided to the shareholders together with the annual report. The proposal should<br />
indicate the amount of the net profit of the <strong>Company</strong>, the part of the net profit to be paid out as dividends and use<br />
of the profit for other purposes, as well as the date of calculation of the dividends, the amount of the dividend per<br />
one share and the date of payment out of the dividends.<br />
Amendments to the rights of shareholders<br />
The Articles of Association do not provide for any specific conditions regarding amendments of shareholders’<br />
rights. Shareholders’ rights may be modified only pursuant to the provisions of the Latvian laws.<br />
162
CERTAIN LATVIAN AND POLISH SECURITIES MARKET REGULATIONS AND PROCEDURES,<br />
THE WAR<strong>SA</strong>W STOCK EXCHANGE AND THE RIGA STOCK EXCHANGE<br />
European Union Tender Offer Regulations<br />
In the absence of regulatory guidance, a clear resolution to conflicts of laws issues relating to various tender<br />
offer regulatory regimes cannot be provided. Polish and Latvian regulations reflect the provisions of the<br />
Takeover Directive.<br />
Latvian Regulations<br />
The issued securities of a listed company, including the Issuer, are subject to all voluntary takeover bid and<br />
mandatory takeover bid rules, as well as the sell-out and squeeze-out rules, as indicated in the Latvian Financial<br />
Instrument Market Law.<br />
Voluntary takeover bids<br />
Pursuant to the Latvian Financial Instrument Market Law, a person is entitled to make a voluntary takeover bid,<br />
if the purpose thereof is to acquire shares and thus ensure having at least 10% of the total amount of voting<br />
shares of the Issuer. When making voluntary takeover bid, a person should establish in the voluntary takeover<br />
bid prospectus minimal and maximal amount of shares it intends to acquire. If other shareholders accept the bid<br />
for the shares exceeding maximum amount established in the prospectus, the shares should be acquired<br />
proportionally from all shareholders who have accepted the bid (proportion is calculated proportionally to the<br />
amount of shares other shareholders have accepted to sell). In such case the amount of acquired shares cannot be<br />
less than maximum amount established in the prospectus. If other shareholders accept voluntary takeover bid for<br />
the shares not reaching minimal determined amount, all shares from shareholders, which accepted the bid,<br />
should be acquired except in the prospectus it is specifically established that the bid is not effective if other<br />
shareholders accept the bid for the amount of shares not reaching minimal established amount.<br />
Mandatory takeover bids<br />
Pursuant to the Latvian Financial Instrument Market Law, a mandatory takeover bid to buy the remaining voting<br />
shares of the Issuer should be made by a person who has directly or indirectly acquired, acting individually or in<br />
concert with other persons, more than 50% of the total amount of voting shares of the Issuer.<br />
A person who fails to fulfil the obligation to make a mandatory takeover bid within an established period of time<br />
or makes and implements a mandatory takeover bid contrary to requirements of the Latvian Financial Instrument<br />
Market Law, for the period until the proper execution of requirements of the law, should be deprived of the<br />
voting rights at general meetings of shareholders of the Issuer. Decisions of general meeting of shareholders of<br />
the Issuer, which are adopted through exercising deprived voting rights contrary to these provisions, should be<br />
void and entries in any type of public registers may not be requested on the basis of such decisions.<br />
Sell-out and squeeze-out rules<br />
A person having acquired shares conferring not less than 95% of the total amount of voting shares of the Issuer<br />
(or a person, who during the voluntary or mandatory takeover bid has concluded agreements, according to which<br />
it will directly acquire voting rights in amount not less than 95% of the total amount of voting shares of the<br />
Issuer), is entitled to require that the remaining shareholders of the Issuer sell their voting shares and such<br />
remaining shareholders are obliged to sell those shares (squeeze-out). The person can exercise this right within<br />
three months after it has acquired shares conferring not less than 95% of the total amount of voting shares of the<br />
Issuer or, if the requirement has not been made within this term – within three months after the deadline of the<br />
mandatory takeover bid or voluntary takeover bid to acquire all the remaining voting shares of the Issuer. The<br />
exercise of squeeze-out rights triggers the termination of the listing of shares on the RSE and the WSE (the<br />
squeeze-out rights may be exercised only after the decision on withdrawal of the shares from regulated markets<br />
has been made).<br />
Moreover, any minority shareholder, before the final takeover bid has been made, has the right to demand that a<br />
person, having acquired shares conferring not less than 90% of the total amount of voting shares of the Issuer,<br />
buy the shares held by this minority shareholder, in which case that person must buy such shares (sell-out).<br />
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The price offered for shares under the mandatory takeover bid as well as squeeze-out or sell-out procedures<br />
should be determined in accordance with mechanism described by Latvian Financial Instrument Market Law.<br />
Nevertheless, the price offered for shares should be equitable price and should not be lower than:<br />
(i)<br />
(ii)<br />
(iii)<br />
highest price for which the bidder or persons acting in concert with the bidder have acquired the shares of<br />
the Issuer within a period of last 12 months;<br />
the average weighted price of shares on the regulated market within a period of last 12 months;<br />
the value of share calculated by dividing the net assets of the Issuer by the total number of shares issued.<br />
The minority shareholders have the rights to challenge the squeeze-out price in court if, in their opinion, the set<br />
price is not equitable or is established contrary to requirements of law.<br />
Application on voluntary takeover bid, mandatory takeover bid or squeeze-out should be submitted to the FKTK,<br />
which adopts the decision on approval or denial the applicant to implement the bid within 10 business days after<br />
all the documents required by the Latvian Financial Instrument Market Law have been submitted.<br />
The issue of Shares does not cause appearance of any duties related to a mandatory takeover bid and any rights<br />
related to sell-out or squeeze-out or any other rights provided for in the Latvian Financial Instrument Market<br />
Law.<br />
As of the date of the Prospectus there have been no public takeover bids by third parties in respect of the<br />
<strong>Company</strong>’s Shares.<br />
Obligations of Shareholders to Disclose Holdings<br />
Pursuant to Article 61 of the Latvian Financial Instrument Market Law, any person who, directly or indirectly,<br />
acquires or disposes of the voting rights in the Issuer must promptly (within 4 (four) trading days) give written<br />
notice to the FKTK and the Issuer by means of a standard form of such acquisition or disposal if, as the result of<br />
such acquisition or disposal, the percentage of voting rights held by such person exceeds or falls below the<br />
following thresholds: 5%, 10%, 15%, 20%, 25%, 30%, 50%, 75%, 90% and 95%.<br />
Under the Latvian Financial Instrument Market Law the Issuer is required to publicly announce the indicated<br />
notice within 1 (one) trading day as from its receipt.<br />
A person, who fails to fulfil the aforementioned obligation within the established period of time, for the period<br />
until the proper disclosure of the data concerned should be deprived of all rights related to shares, including the<br />
right to hold at general meetings of shareholders of the Issuer more votes than the last threshold, of which he has<br />
duly notified. Moreover, all the decisions adopted during the period between the acquisition of the shareholding<br />
and the moment of a proper disclosure of the information may be annulled by a decision of the court.<br />
Polish Regulations<br />
Takeover bids<br />
The Takeover Directive allows the Member States to introduce, next to the mandatory takeover bids, additional<br />
protection of the interests of the minority shareholders, such as the obligation to make a partial bid where the<br />
offeror does not acquire control of the company. Poland introduced such additional instruments.<br />
Pursuant to Article 72 of the Polish Public Offerings Act, any acquisition of shares in a public company in<br />
secondary trading and within a period of less than 60 days by a shareholder who holds shares entitling it to less<br />
than 33% of votes at a general shareholders’ meeting, leading to the increase of its share in the total number of<br />
voting rights by more than 10%, should be effected exclusively through a public tender offer.<br />
Furthermore, any acquisition of shares in a public company by a shareholder who holds shares entitling it to at<br />
least 33% of votes at a general shareholders’ meeting, in secondary trading and within a period of less than<br />
twelve months, leading to the increase of its share in the total number of voting rights by more than 5%, should<br />
be effected exclusively through a public tender offer.<br />
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Additionally a shareholder that wishes to cross the 33% voting rights threshold is obliged to launch a public<br />
tender for shares that will entitle it to hold 66% of votes. However, if the indicated thresholds are exceeded due<br />
to the acquisition of shares in a public offering, in-kind contribution, merger or division of a company,<br />
amendments to the articles of incorporation of the company or occurrence of certain other events, the<br />
shareholder must either launch a public tender as described above within three months, or sell the appropriate<br />
amount of shares so that the number of votes to which the shareholder is entitled is no more than 33% of votes.<br />
It should be noted that Polish law explicitly excludes application of Polish regulations concerning thresholds<br />
only with respect to 66% threshold as the mandatory threshold under the Takeover Directive. In such case,<br />
Latvian threshold of 50% should apply. On the other hand, the additional threshold of 33% stipulated in Polish<br />
law is a separate obligation imposed by Poland irrespective of the Takeover Directive. Therefore, the<br />
announcement of a takeover bid when exceeding 50% of votes to satisfy the obligations imposed by the<br />
Takeover Directive should be deemed a different obligation from the obligation to announce a bid for 66% of<br />
votes when exceeding 33% of votes to satisfy additional Polish requirements.<br />
The regulations set a number of detailed conditions to be followed in connection with a public tender offer,<br />
including without limitation the rules of determining the tender price, required security and settlement.<br />
Sell-out and squeeze-out rules<br />
Pursuant to Article 82 of the Polish Public Offerings Act, a shareholder in a public company that, on its own or<br />
together with its subsidiaries or parent companies or with companies which are parties to an agreement regarding<br />
the purchase of shares, voting in concert at the shareholders’ meeting or conducting long-term policy against the<br />
company, reaches or exceeds 90% of the overall number of votes in such public company, may demand, within<br />
three months from the date on which such shareholder reaches or exceeds of the relevant threshold, that the<br />
remaining shareholders sell all the shares held by them to such shareholder.<br />
Pursuant to Article 83 of the Polish Public Offerings Act, a shareholder in a public company may demand that<br />
another shareholder, which has reached or exceeded 90% of the total number of votes, purchase from it the<br />
shares it holds in such company. The demand is made in writing within three months from the date on which<br />
such shareholder reaches or exceeds the relevant threshold.<br />
It should be noted that Polish law does not explicitly exclude the application of Polish regulations concerning<br />
squeeze-out and sell-out in public companies to companies listed on the WSE which are incorporated outside of<br />
Poland.<br />
Obligations of Shareholders to Disclose Holdings<br />
For the purpose of calculating a significant shareholding the Polish Public Offerings Act refers to the voting<br />
rights held by each shareholder (i.e., the number of votes held in relation to the total number of votes at the<br />
shareholders’ meeting), and not to the share percentage held in the company’s share capital. Voting shares of all<br />
classes are aggregated. For the purposes of calculating the number of votes, it is assumed that all shares give full<br />
voting rights, even if such voting rights are restricted or excluded by an agreement, or by the articles of<br />
association of a company or by applicable laws.<br />
Pursuant to the Polish Public Offerings Act, an entity that:<br />
(i)<br />
(ii)<br />
achieves or exceeds 5%, 10%, 15%, 20%, 25%, 33%, 33 1⁄3%, 50%, 75% or 90% of the total votes in a<br />
public company; or<br />
holds at least 5%, 10%, 15%, 20%, 25%, 33%, 33 1/3%, 50%, 75% or 90% of the total vote in a public<br />
company, and as a result of a reduction of its equity interest, holds 5%, 10%, 15%, 20%, 25%, 33%, 33<br />
1⁄3%, 50%, 75% or 90% or less of the total votes, respectively,<br />
should notify the PF<strong>SA</strong> and the public company of such fact immediately and, in no event, not later than within<br />
four business days from the date of a change in such shareholder’s share in the total votes, or from the date on<br />
which the shareholder becomes, or by exercising due care could have become, aware of such change; if such<br />
change resulted from the acquisition of shares in a public company in a transaction concluded on a regulated<br />
market, the notification should be made not later than within six session days of the transaction date. Session<br />
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days should mean session days specified by the WSE Rules pursuant to the Trading in Financial Instruments Act<br />
and announced by the PF<strong>SA</strong> on its website.<br />
The notification requirement also arises in the event that:<br />
(i)<br />
(ii)<br />
an entity holding over 10% of the total vote, changes its share by at least (a) 2% of the total vote (in the<br />
case of a public company whose shares have been admitted to trading on the official stock market); or (b)<br />
5% of the total vote (in the case of a public company whose shares have been admitted to trading on a<br />
regulated market other than the official stock market);<br />
an entity holding over 33% of the total vote changes its share by at least 1% of the total vote.<br />
The notification requirements referred to above should also be borne by the entity which reached or exceeded a<br />
given threshold of the total number of votes in connection with:<br />
(i)<br />
(ii)<br />
(iii)<br />
the occurrence of a legal event other than an act in law;<br />
the acquisition or disposal of financial instruments from which there results the unconditional right or<br />
duty to acquire already issued shares of a public company;<br />
indirect acquisition of shares of a public company.<br />
The notification requirements referred to above do not apply if upon the settlement in the depository for<br />
securities of a number of transactions executed on the regulated market on a single day, the change in the<br />
shareholder’s share in the total votes at the end of the settlement day does not result in reaching or exceeding any<br />
threshold which triggers the notification requirement.<br />
In order to perform these obligations, a public company should promptly forward the information obtained from<br />
its shareholder, simultaneously, to the public, the PF<strong>SA</strong>, and the company operating the regulated market on<br />
which the company shares are listed. The Polish Public Offerings Act sets forth details on the required scope of<br />
information to be included in a notification addressed to the PF<strong>SA</strong> and the affected public company.<br />
The Warsaw <strong>Stock</strong> Exchange<br />
The WSE operates one of the two regulated markets in Poland within the meaning of the MiFID. The other<br />
regulated market (operated as an OTC market by BondSpot, the subsidiary of the WSE) concentrates mainly on<br />
bond trading. The WSE is a listed joint-stock company and is controlled by the Polish State. Members of the<br />
WSE include banks and Polish and international brokers.<br />
Shares listed on the WSE may be traded in a continuous price-setting system or in the single-price auction<br />
system, depending on capitalisation and intensity of trading. In addition, there are two markets for shares: main<br />
and parallel, the latter being for smaller, less liquid issuers. Listed companies are classified into four segments<br />
according to their capitalisation: MINUS 5, 5 PLUS, 50 PLUS or 250 PLUS. To be traded in a specific market<br />
and segment, certain non-statutory criteria must be met by the securities in addition to the statutory listing<br />
criteria. Shares of companies which have high price volatility, or which are under bankruptcy or winding-up<br />
proceedings may be classified into the Alert List segment and then moved to listing under the single-price<br />
auction system.<br />
Settlement of all transactions executed on the WSE is handled by the NDS, a joint-stock company in which the<br />
WSE has a 33.3% stake (with the remaining shares held by the National Bank of Poland and the State Treasury<br />
of the Republic of Poland) and the NDS’s subsidiary, KDPW_CCP.<br />
The electronic trading system used by the WSE is WARSET, a trading system similar to the system used in<br />
Paris, Brussels, Amsterdam, Chicago, and Singapore.<br />
As of 13 June 2012, shares of 435 companies have been listed on the WSE.<br />
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The Riga <strong>Stock</strong> Exchange<br />
NASDAQ OMX Riga (the Riga <strong>Stock</strong> Exchange, or the RSE) is the only regulated market operator in Latvia,<br />
offering trading, listing and information services. Only NASDAQ OMX Riga, Tallinn and Vilnius exchanges<br />
members – banks and brokerage companies – may trade on the Baltic exchanges either on their own account or<br />
for the account of their clients. The NASDAQ OMX Riga is a self-regulated organization (joint stock company),<br />
issuing and enforcing its own rules and regulations consistent with the international standards for exchange<br />
operations, settlement and surveillance. Securities are kept and traded in a dematerialized form. The electronic<br />
register of publicly issued securities and securities transactions is registered at the Latvian Central Registry of<br />
Securities, which is maintained by the LCD.<br />
NASDAQ OMX Riga is a part of harmonized Baltic securities market and represents NASDAQ OMX group in<br />
the Baltic region providing outstanding and globally recognized electronic trading platforms INET and Genium<br />
INET and post-trading services for Baltic-listed securities: equities, bonds and investment fund units.<br />
A regulated market is subject to both stock exchange and respective financial market regulator’s supervision. On<br />
the NASDAQ OMX Riga regulated market financial instruments may be listed in one of the following lists: (i)<br />
the Baltic Main List (equities), (ii) the Baltic Secondary List (equities), (iii) the Baltic Bond List (debt<br />
securities), (iv) the Baltic Fund List (investment fund units). Settlement of all transactions executed on<br />
NASDAQ OMX Riga is handled by the LCD, a joint-stock company, in which the NASDAQ OMX Riga has a<br />
100% stake.<br />
Taking into consideration that after the Offering (if successfully executed) the <strong>Company</strong>’s Shares will be listed<br />
both on the WSE and NASDAQ OMX Riga, the <strong>Company</strong> follows both the corporate governance regimes – of<br />
the WSE and of the NASDAQ OMX Riga, also publicly announcing on its compliance with the indicated<br />
regimes. Taking into consideration also the aforementioned issues, the <strong>Company</strong>’s announcements on material<br />
events will be published according to the applicable Polish and Latvian laws and rules.<br />
As of May 17, 2012, shares of 80 companies have been listed on NASDAQ OMX Baltic Main and Secondary<br />
lists, 32 out of 80 companies have been listed on NASDAQ OMX Riga Main and Secondary list.<br />
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THE OFFERING AND PLAN OF DISTRIBUTION<br />
General Information<br />
The Issuer and the Selling Shareholder are offering for subscription up to 12,558,000 bearer shares (the “Offer<br />
Shares”), of which 6,279,000 are newly issued bearer Shares of the Issuer (the “New Shares”) and 6,279,000 are<br />
bearer shares offered by the Selling Shareholder (the “Sale Shares”). The Offer Shares are being offered at the<br />
Offer Price, which should be determined through a book-building process and after taking into account other<br />
conditions.<br />
The New Shares and the Sale Shares are offered jointly, so to the Investors subscribing for Offer Shares can be<br />
allocated both types of shares (only the New Shares, only the Sale Shares or both, New Shares and the Sale<br />
Shares).<br />
The Offering consists of: (i) public offering to retail investors in Poland (the “Retail Investors”), (ii) public<br />
offering to institutional investors in Poland (the “Polish Institutional Investors”) and (iii) private placement to<br />
institutional investors in certain jurisdictions outside the United States and Poland in reliance on Regulation S<br />
under the U.S. Securities Act (the “International Investors”, and together with the Polish Institutional Investors,<br />
the “Institutional Investors”), in each case in accordance with applicable securities laws and regulations. For<br />
information on applicable selling restrictions in respect of the Offer Shares, please refer to “Selling Restrictions”.<br />
The Retail Investors together with the Institutional Investors should be referred as the Investors.<br />
No public offering in Latvia will take place, although the Issuer has taken and will take certain actions in Latvia<br />
as its home Member State required for the purpose of the public offering in Poland. Furthermore, following the<br />
Offering, certain actions will be taken in order that the Shares of the Issuer would be introduced to trading on the<br />
RSE (and on the WSE).<br />
Only such prospective Investors will be eligible to participate in the Offering who at or by the time of placing<br />
their orders (before the end of the Subscription Period) have opened securities accounts with entities of their<br />
choice which are licensed to provide such services within the territory of the Republic of Poland.<br />
The Offering will be conducted in two tranches: a retail tranche and an institutional tranche. The Issuer and the<br />
Selling Shareholder reserves the right to shift the Offer Shares between tranches; provided that only those the<br />
Offer Shares that have not been duly subscribed and paid for in each of the tranches and the Offer Shares, that<br />
have not been taken by the Investors as a result of withdrawal of the Investors’ subscription orders can be<br />
transferred to another tranche. This will not have any impact on the final number of the Offer Shares offered in<br />
the Offering.<br />
The Offer Price at which the Offer Shares are being offered, the final number of Offer Shares and the final<br />
number of Offer Shares allocated to each tranche will be determined by the Issuer and the Selling Shareholder,<br />
acting jointly, upon recommendation of the Offering Broker after completion of a book-building process and<br />
after taking into account other conditions that may be prevailing at the time.<br />
The Issuer and the Selling Shareholder reserve the right to allocate in total a smaller number of Offer Shares than<br />
12,558,000. This may happen, for instance, as a result of insufficient demand at a price level satisfactory to the<br />
Issuer and the Selling Shareholder.<br />
The issuance of the New Shares is scheduled to occur after subscription and payment for the New Shares on or<br />
about 5 July 2012, subsequent registration of the increase of the share capital of the Issuer with the Commercial<br />
Register and registration of the New Shares with the LCD with the permanent ISIN code, as well as with the<br />
NDS nominee account in the LCD, shortly prior to delivery and listing of the Offer Shares, and in accordance<br />
with the Management Board’s decision to increase the share capital of the Issuer dated 17 May 2012. For<br />
information on corporate resolutions and share capital, please refer to “General Information on the Issuer” and<br />
for information regarding the rights pertained to the Shares, please refer to “Description of the Shares and<br />
Corporate Rights and Obligations”.<br />
Notices relating to the Offering, and in particular the final Offer Price and final results of the Offering will be<br />
filed with the FKTK and the PF<strong>SA</strong>, and will be published on the websites of the Issuer (www.ecobaltia.lv) and<br />
the Offering Broker (www.dmbzwbk.pl). In addition, any notices relating to the approval of the Prospectus and<br />
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its supplements (if any) which have to be published by the FKTK in accordance with Latvian law will be<br />
published on its website (www.fktk.lv).<br />
The terms “subscription” and “purchase” and “subscription order” and “purchase order” and similar expressions<br />
are used interchangeably and mean subscription with respect to Offer Shares.<br />
Expected timetable of the Offering<br />
The expected timetable below lists expected key dates relating to the Offering.<br />
No later than on or about 27 June<br />
2012<br />
Announcement on the Maximum Price<br />
27 June - 28 June 2012 (16.00 CET) Book-building<br />
No later than or on about 29 June<br />
2012 (09.00 CET)<br />
Announcement of the Offer Price and the final number of Offer Shares<br />
in each tranche<br />
29 June - 4 July 2012 Subscription period in the retail tranche<br />
29 June – 4 July 2012 Subscription period in the institutional tranche<br />
On or about 5 July 2012<br />
On or about 12 July 2012<br />
On or about 16 July 2012<br />
Allotment Date<br />
Settlement Date<br />
Listing Date on the WSE and the RSE<br />
All times and dates referred to in this timetable are based on Warsaw local time and maybe adjusted by the<br />
Issuer and the Selling Shareholder, acting jointly, in consultation with the Offering Broker, if deemed necessary<br />
for the successful completion of the Offering and Admission. In particular, the Issuer and the Selling<br />
Shareholder upon recommendation from the Offering Broker, may extend the subscription period for the Offer<br />
Shares, base on monitoring the market. An extension of the subscription period will result in the postponement<br />
of the allotment date of the Offer Shares, as well as in the postponement of the date of listing of the Shares on<br />
the WSE and the RSE. An extension of the book-building process will have the similar consequences.<br />
Information of any changes in the above dates should be published on the websites of the Issuer<br />
(www.ecobaltia.lv) and the Offering Broker (www.dmbzwbk.pl).<br />
Where required by law, any changes in the Offering dates should be published in the form of a supplement to the<br />
Prospectus. Information of any change of the dates should be published no later than on the originally set date,<br />
provided that if the period of acceptance of subscription orders or the book-building period is shortened, relevant<br />
information should be published no later than on the date preceding the last day (according to the new schedule)<br />
of the acceptance of subscription orders or the book-building process.<br />
Corporate Resolutions<br />
On 17 May 2012 the General Meeting adopted the decision inter alia (i) to authorize the Management Board to<br />
increase the share capital of the Issuer; (ii) to approve the provisions for the increase of the share capital of the<br />
Issuer, (iii) to waive the pre-emptive rights to acquire the New Shares by 100% of shareholders of the Issuer; (iv)<br />
to authorise the Management Board to determine the final conditions of the Offering; (v) to list all of the Shares<br />
of the Issuer (including the Offer Shares) on the WSE and the RSE; and (vi) to authorise the Management Board<br />
to approve and sign the Prospectus of the Issuer and to take corresponding actions.<br />
On 17 May 2012 the Supervisory Board adopted the decision inter alia (i) to provide consent to the decision of<br />
the Management Board to increase the share capital of the Issuer; and (ii) taking into consideration the increase<br />
of share capital of the Issuer, to amend and approve a new wording of the Articles of Association of the Issuer.<br />
On 17 May 2012 the Management Board adopted the decision inter alia (i) to increase the share capital of the<br />
Issuer; and (ii) to offer the New Shares in the Offering.<br />
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On 21 May 2012 the Management Board adopted the decision to approve the Prospectus.<br />
The issuance of the New Shares is scheduled to occur upon the Management Board’s execution of a resolution to<br />
that effect, registration of the increase of the share capital of the <strong>Company</strong> in the Commercial Register and<br />
registration of the New Shares with the LCD, as well as with the NDS nominee account in the LCD, shortly prior<br />
to delivery and listing of the Offer Shares, as outlined below.<br />
Book-building<br />
Before the commencement of subscription period, the book-building process will be conducted, during which<br />
selected Institutional Investors, who have been invited by the Issuer and the Selling Shareholder through the<br />
Offering Broker, will be able to make, in a manner agreed between them and the Offering Broker, declarations as<br />
to the total number of the Offer Shares they are willing to acquire and the price they are willing to pay for one<br />
Offer Share. Retail Investors will not participate in the book-building process. Invitations can be made in any<br />
form. In order to obtain more detailed information as to the participation in the book-building process, investors<br />
interested should contact the Offering Broker. The results of the book-building process should be used to<br />
determine the Offer Price, the number of Offer Shares and the number of Offer Shares allocated to each tranche<br />
and to initially allot the Offer Shares to selected Institutional Investors who during the book-building process<br />
have offered a price for the Offer Shares not lower than the Offer Price.<br />
Book-building results will not be made public.<br />
Principles Relating to the Subscription and the Offer Shares<br />
Subscription Procedure<br />
In the retail tranche, the Retail Investor may subscribe for the minimum of 100 Offer Shares.<br />
In the institutional tranche:<br />
<br />
in the case of Institutional Investors who have been invited to subscribe, they are required to place a<br />
subscription order or orders for a number of Offer Shares no less, in total, than the number of Offer<br />
Shares given in the invitation; however, the Offering Broker may at its own discretion deem valid also<br />
those subscriptions that do not comply with the aforementioned requirement; and<br />
other Institutional Investors may place a subscription order or orders, in total, for the minimum of 14,300<br />
Offer Shares per one subscription order.<br />
Investors are entitled to place multiple subscription orders, provided that the total number of Offer Shares<br />
subscribed for by any single Investor does not exceed the total number of the Offer Shares offered in the given<br />
tranche, such subscription orders should be deemed to have been placed in total for the total number of Offer<br />
Shares offered in that tranche.<br />
Place and Form of Subscription<br />
Subscriptions will be accepted at the offices of the Offering Broker and at the offices of Bank Zachodni <strong>WBK</strong><br />
S.A., who operates as an agent of the Offering Broker or other entities accepting subscriptions. A detailed list of<br />
places where subscriptions in each tranche will be accepted will be published before the start of the subscriptions<br />
at the Issuer’s website (www.ecobaltia.lv) and the website of the Offering Broker (www.dmbzwbk.pl).<br />
The Offering Broker reserves the right to establish a distribution consortium. If such a consortium is created, it<br />
will be publicly announced in compliance with applicable regulations. In such case, an updated list of points<br />
accepting subscriptions will also be made available on the aforesaid websites.<br />
Subscriptions will be accepted on a subscription form or via the Internet, fax and by phone or other means of<br />
communication if Investors have a brokerage account agreement with the Offering Broker, other entities<br />
accepting subscription orders or entities of their choice, which are licensed to provide such services within the<br />
territory of the Republic of Poland and the agreement provides for placing subscriptions via the Internet, fax or<br />
by phone or other means of communication. The subscription forms will be available at the offices of the<br />
Offering Broker or other entities accepting subscriptions. Such subscriptions will be accepted in accordance with<br />
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such agreement and technical requirements of using the Internet application made available by the Offering<br />
Broker or other entities accepting subscriptions for placing subscriptions. Subscriptions will be accepted on a<br />
subscription form in Polish or in English (for persons who are not Polish residents).<br />
Firms managing securities portfolios on a discretionary basis should place subscription orders for the Offer<br />
Shares by submitting the subscription order form along with a list of investors on whose behalf the subscription<br />
order is placed. The list must include details required to be included in the subscription order form with respect<br />
to each investor listed, and must be signed by persons authorised to represent the firm.<br />
At the time of placing a subscription order, Investors are required to make an irrevocable instruction for<br />
depositing the Offer Shares in a securities or custodian account maintained in their name. Only such perspective<br />
investors will be eligible to participate in the Offering who at or by the time of placing their subscription orders<br />
(before the end of the Subscription Period in the relevant tranche) have opened securities or custodian accounts<br />
with entities of their choice which are licensed to provide such service within the territory of the Republic of<br />
Poland.<br />
By placing a subscription order, each Investor is deemed to have read this Prospectus and the <strong>Company</strong>’s<br />
Articles of Association and accepted their content, as well as have read the terms of the Offering, consented to<br />
being allotted a lower number of Offer Shares than the number specified in such Investor’s subscription orders,<br />
or to not being allotted any Offer Shares at all, pursuant to the terms and conditions set forth in the Prospectus.<br />
Any consequences of a form of subscription for the Offer Shares being incorrectly filled out will be borne by the<br />
Investor.<br />
For information on detailed rules governing the placement of subscription orders, in particular the documents<br />
required if an order is placed by a statutory representative, proxy or any other person acting on behalf of an<br />
Investor, the Investor should contact the Offering Broker or other entities accepting subscription orders.<br />
Procedure and Dates for Payment for the Offer Shares<br />
Subscriptions for the Offer Shares in the retail tranche should be fully paid for no later than on the day on which<br />
they are made. Subscriptions for the Offer Shares in the institutional tranche should be fully paid for no later<br />
than on the last day of accepting subscriptions in that tranche.<br />
The full payment means payment equal to the number of the Offer Shares indicated in the subscription order<br />
multiplied by the Offer Price.<br />
All monetary amounts used in the Offering will be expressed in PLN. In particular, the Maximum Price and the<br />
Offer Price will be set and the book-building process will be carried out in PLN.<br />
When determining the Offer Price in a relevant decision it will also be reflected in LVL according to the official<br />
currency exchange rate provided by the Bank of Latvia at the day of adoption of the decision. The Offer Price for<br />
one share expressed in PLN should not be less than the nominal value of the share, i.e. LVL 1.00 as on the day of<br />
settlement of the Offer Price.<br />
Payments can be made in cash or by wire transfer and should be made in PLN to the account of the entity<br />
accepting the subscription and according to the regulations and procedures of the entity accepting the<br />
subscription. Payments for the Offer Shares are interest free. Payment of the Offer Price in PLN should be<br />
deemed as due settlement for the Offer Shares by the Investor, having subscribed them, disregarding any<br />
possible fluctuations of the rates of LVL and/or PLN from the day of settlement of Offer Price until full payment<br />
for the subscribed Offer Shares.<br />
A legal consequence of non-payment on time or a partial payment for the Offer Shares will be the invalidity of<br />
the entire subscription, provided that in the case of the institutional tranche a partial payment before the deadline<br />
results in the subscription being valid only for the number of shares for which the payment has been made,<br />
ignoring fractional entitlements.<br />
Investors will not bear any additional costs or taxes in filing subscription orders for the Offer Shares, except for<br />
Retail Investors who may incur costs associated with opening and maintaining a securities account and any<br />
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oker’s commission payable under any relevant agreements or pursuant to the regulations of the entity<br />
accepting such subscription order. For information regarding Latvian and Polish taxation, see “Taxation”.<br />
Withdrawal of Subscriptions<br />
A subscription for the Offer Shares is irrevocable except for situation described below.<br />
In accordance with Article 18 of the Latvian Financial Instrument Market Law and Article 51.1 of the Polish<br />
Public Offerings Act, any significant change to the Prospectus, as defined in the aforementioned regulations will<br />
be communicated through a supplement to the Prospectus, if required. Any supplement to the Prospectus will<br />
need to be approved by the FKTK, notified to the PF<strong>SA</strong> and published on the websites of the Issuer<br />
(www.ecobaltia.lv) and the Offering Broker (www.dmbzwbk.pl).<br />
In accordance with Article 18.4 of the Latvian Financial Instrument Market Law and Article 51a of the Polish<br />
Public Offerings Act, when, after the start of the Offering, a supplement to the Prospectus is made public<br />
concerning an event or circumstances occurring before the allotment of the Offer Shares, of which the Issuer<br />
became aware before the allotment, an Investor who has made a subscription before the publication of the<br />
supplement to the Prospectus may withdraw such subscription by submitting a written statement to the institution<br />
where the subscription was made, within two business days from the date of publication of the supplement to the<br />
Prospectus. Under 51a of the Polish Public Offerings Act, the right to withdraw the subscription will not apply to<br />
these cases when a supplement to the Prospectus is made available in connection with errors in the prospectus of<br />
which the Issuer became aware after the allotment, and in connection with factors which occurred or of which<br />
the Issuer became aware after the allotment.<br />
Any refund of payments for Offer Shares included in any withdrawn subscription will be made in accordance<br />
with instructions included in the subscription form within three business days after withdrawal of the<br />
subscription. The refund will be made without interest or compensation.<br />
Allotment of the Offer Shares<br />
Both the New Shares and the Sale Shares (existing Offer Shares) will be offered jointly in both retail tranche and<br />
institutional tranche. Consequently, Investors will receive an allotment of New Shares or Sale Shares only or<br />
both New Shares and Sale Shares.<br />
In case of insufficient demand for all the Offer Shares, in the first place to the Investors will be allocated the<br />
New Shares (allocation is to be done by the Issuer) and after that Sale Shares (allocation is to be done by the<br />
Selling Shareholder).<br />
Institutional Investors will be notified about their allocations by the Offering Broker other entities accepting<br />
subscriptions. Retail Investors, in order to receive such information, should contact the Offering Broker’s or<br />
other entities accepting subscriptions or members of the distribution consortium (if any) relevant office accepting<br />
subscription orders. The admission and introduction of the Offer Shares to stock exchange trading is not<br />
dependent on informing all Investors about the Offer Shares allotted to them.<br />
Allotment in the Retail Tranche<br />
If the total number of the Offer Shares subscribed for in the retail tranche is equal to or less than the number of<br />
the Offer Shares in that tranche, Offer Shares will be allotted based on subscription orders placed.<br />
If the total number of the Offer Shares subscribed for in the retail tranche is more than the number of the Offer<br />
Shares in that tranche, including after potential shifts between the tranches, the Offer Shares will be allotted in<br />
accordance with the proportionate reduction principle.<br />
The Issuer will not give preferential treatment or discriminate against and between Retail Investors.<br />
There is no target minimum individual allotment within the retail tranche.<br />
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Allotment in the Institutional Tranche<br />
Preliminary Allotment<br />
Offer Shares will be preliminarily allotted to the selected Institutional Investors who in declarations for the<br />
acquisition have offered a price no less than the finally determined Offer Price. Making a declaration with a price<br />
equal to or higher than the finally determined Offer Price does not guarantee that an Institutional Investor will be<br />
placed on the preliminary allotment list or that the Investor will be allocated all the Offer Shares that the Investor<br />
declared in its declaration.<br />
The Offer Shares will be preliminarily allotted in an entirely discretional manner, i.e. the allotment rate can be<br />
different for the different Institutional Investors.<br />
After the completion of the book-building, the Offering Broker will advise Institutional Investors of the number<br />
of preliminarily allotted Offer Shares and will request them to place a subscription order and make a payment.<br />
Final Allocation<br />
If the total number of Offer Shares subscribed for in the institutional tranche is equal to or less than the number<br />
of Offer Shares in that tranche, the Offer Shares will be allotted based on subscription orders placed.<br />
If the total number of Offer Shares subscribed for in the institutional tranche is more than the number of Offer<br />
Shares in that tranche, including after potential shifts between the tranches, the Offer Shares will be allotted in<br />
accordance with the following principles:<br />
<br />
<br />
<br />
<br />
<br />
first, Offer Shares will be allotted to Institutional Investors who have participated in the book-building<br />
process and who have been invited to subscribe – the number of Offer Shares will be allotted based on<br />
subscription orders placed, but no more than the number of Offer Shares given in the invitation to<br />
subscribe;<br />
next, Offer Shares will be allotted to Institutional Investors, referred to above, with respect to<br />
subscriptions made by them in excess of the number of Offer Shares specified in the invitation; and<br />
next, Offer Shares will be allotted to the remaining Institutional Investors.<br />
If the total number of Offer Shares subscribed for in the institutional tranche exceeds the number of Offer<br />
Shares offered in that tranche, then a reduction of subscriptions is possible in the case of: subscription<br />
orders placed by Institutional Investors who have been invited to subscribe, but only with respect to the<br />
number of Offer Shares in the subscription which exceeds the number specified in the invitation; and<br />
subscription orders made by Institutional Investors who have not been invited to subscribe.<br />
Public Announcement of the Offering Results<br />
The Issuer will announce the results of the Offering within 14 days from the Settlement Date, by means of a<br />
press release in Poland and in a manner compliant with applicable regulations, as well as market practices in<br />
Latvia and Poland. Results of the Offering will be published on the websites of the Issuer (www.ecobaltia.lv)<br />
and the Offering Broker (www.dmbzwbk.pl). Furthermore, the placement report will be filed with the FKTK<br />
within 3 business days as from the registration of the capital increase of the Issuer.<br />
The Offering is expected to close on or about 12 July 2012, upon subscription, allotment and payment for the<br />
Offer Shares and issuance by the Issuer of the New Shares. The Placement Agreement includes conditions to the<br />
closing of the Offering (see “Placing”).<br />
Cancellation, Suspension or Postponement of the Offering<br />
The Issuer and the Selling Shareholder, acting jointly, may cancel the Offering, upon recommendation of the<br />
Offering Broker or at their own initiative, at any time prior to the Settlement Date without disclosing any reason<br />
for doing so. The Issuer and the Selling Shareholder, acting jointly, may also change the dates of opening and<br />
173
closing of the book-building and subscription periods, or decide that the Offering will be postponed and that new<br />
dates of the Offering will be provided by the Issuer and the Selling Shareholder later.<br />
The Issuer and the Selling Shareholder, acting jointly, may cancel the Offering, upon recommendation of the<br />
Offering Broker if the Issuer and the Selling Shareholder consider it impracticable or inadvisable to proceed with<br />
the Offering. Such reasons include, but are not limited to: (i) suspension or material limitation of trading in<br />
securities generally on the WSE, as well as any other official stock exchange in the European Union and the<br />
United States; (ii) sudden and material adverse change in the economic or political situation in Latvia, Poland or<br />
worldwide; (iii) a material loss or interference with the Issuer’s or its Group’s business; (iv) any material change<br />
or development in or affecting the general affairs, management, financial position, shareholders’ equity or results<br />
of the Issuer’s operations or the operations of the Group, or (v) an insufficient, in the Issuer’s and the Selling<br />
Shareholder’s opinion or in that of the Offering Broker, expected free float of the Issuer’s Shares on the WSE<br />
talking into account preliminary results of the book-building or of the subscriptions. In such an event,<br />
subscriptions for Offer Shares that have been made will be disregarded, and any subscription payments made<br />
will be returned without interest or any other compensation.<br />
If the Offering is suspended, the Issuer and the Selling Shareholder, acting jointly, may decide that subscriptions<br />
made, book-building declarations submitted and payments made will be deemed to remain valid, however for not<br />
longer than seven business days. In such case, Investors may withdraw subscriptions and declarations made by<br />
submitting a relevant statement to that effect within two business days after the report on the suspension if<br />
announced.<br />
Any decision on cancellation, suspension, postponement or changes of dates of the Offering will be published by<br />
way of an update report and a press release in Poland and in a manner compliant with applicable regulations, as<br />
well as market practices in Latvia and Poland. The Offering may not be cancelled or suspended after the official<br />
trading in the Offer Shares on the WSE or RSE has begun.<br />
All dealings in Offer Shares prior to the commencement of the official trading on the WSE and RSE will be at<br />
the sole risk of the investor concerned, irrespective of whether or not the Investor concerned has been notified of<br />
the number of Offer Shares allotted to him.<br />
If a decision on the suspension of the Offering is taken after the book-building but before subscriptions start, the<br />
Issuer and the Selling Shareholder, upon consultation with the Offering Broker, may once again run the bookbuilding<br />
process, however, in such a case they must decide whether declarations previously made will or will not<br />
remain valid. Such information will be made public in the form of a statement published on the websites of the<br />
Issuer and Offering Broker.<br />
If the Offering is cancelled or suspended, Investors who placed subscription orders and paid for the subscription<br />
will get their payments back:<br />
<br />
<br />
if the Offering is cancelled – within three business days after the public announcement by the <strong>Company</strong><br />
of the Offering cancellation;<br />
if the Offering is suspended – within three business days after the date on which the Investor has made a<br />
statement cancelling his subscription or three business days after the date that the Issuer announces in a<br />
supplement to the Prospectus that the orders placed are not valid.<br />
The timely repayment of money paid will be without any interest or compensation.<br />
Overallotment and Overallotment Option<br />
The Issuer nor the Selling Shareholder will grant any overallotment option or the green shoe type option and<br />
therefore no overallotment is foreseen. No stabilisation will be undertaken.<br />
Delivery of the Offer Shares<br />
The Shares of the <strong>Company</strong> are bearer shares. The Shares of the <strong>Company</strong>, as bearer shares, are registered with<br />
the Latvian Central Depository under ISIN number LV0000101350. The delivery of the Offer Shares, which will<br />
be provided with the same ISIN number as indicated above, will be made through the book-entry facilities by<br />
transferring them from the LCD to the Polish clearing and settlement institution – the National Depository for<br />
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Securities (Krajowy Depozyt Papierów Wartościowych S.A., the “NDS”). After the successful closing of the<br />
Offering, the Offer Shares will be held in book entry form in the NDS and/or the LCD. Shareholders in the<br />
Issuer may hold the Offer Shares through the NDS and/or LCD participants, such as investment firms and<br />
custodian banks operating in Poland and/or Latvia.<br />
An application will be made for the Offer Shares to be accepted for delivery through the book-entry facilities of<br />
the NDS, either directly as a participant of that system or indirectly through participants of the NDS. Investors<br />
should note that in order to trade the Shares on the WSE the Shares must be in book entry form.<br />
Delivery of the Offer Shares will be made in accordance with settlement instructions placed by the Investors<br />
upon subscription, through the facilities of the NDS, by registration of the Offer Shares on the Investors’<br />
securities accounts indicated by such Investors. Delivery of the Offer Shares is expected to take place no longer<br />
than 14 days after the Settlement Date, bearing unforeseen circumstances, by appropriate entry on the Investors’<br />
securities accounts held through members of the NDS. The exact delivery dates will depend on timing of: (i)<br />
registration of capital increase of the <strong>Company</strong> with the Commercial Register, (ii) registration of the Shares of<br />
the Issuer (including the Offer Shares) with the LCD and (iii) registration of the Shares of the Issuer (including<br />
the Offer Shares) in the facilities of the NDS.<br />
Bearing the above in mind, the Issuer, the Selling Shareholder and the Offering Broker do not envisage any<br />
delivery of documents concerning the Offer Shares acquired. Notices of the recording of the Offer Shares in the<br />
Investor’s securities account will be delivered to Investors in accordance with the rules of a given investment<br />
firm and custodian bank. However, the date of the delivery of such notice to the Investors will not have any<br />
impact on the date of starting the listing of the Issuer’s Shares, including the Offer Shares, on the WSE and the<br />
RSE as the notices may be delivered to the Investors after the listing commenced.<br />
Offer Price<br />
The Offer Shares are being offered at the Offer Price, which should be determined through a book-building<br />
process and after taking into account other conditions as specified below.<br />
The Maximum Price per Offer Share will be determined by the Issuer and the Selling Shareholder and will be<br />
announced no later than on or about 27 June 2012. The Maximum Price will be based on (i) the current and<br />
anticipated situation on the Polish and international capital markets, and (ii) assessment of the growth prospects,<br />
risk factors and other information relating to the Issuer’s activities. The Maximum Price will be announced<br />
through a press release in Poland and in a manner compliant with applicable regulations as well as market<br />
practices in Poland and in Latvia.<br />
During a book-building process amongst Institutional Investors invited by the Offering Broker, such Institutional<br />
Investors interested in subscribing for the Offer Shares will indicate the number of the Offer Shares they will be<br />
willing to acquire and the price, which they will be willing to pay per one Offer Share.<br />
The Offer Price at which the Offer Shares are being offered, the final number of the Offer Shares and the final<br />
number of Offer Shares allocated to each tranche will be determined by the Issuer and the Selling Shareholder,<br />
acting jointly, upon recommendation of the Offering Broker after completion of the book-building process and<br />
after taking into account other conditions. In particular, the following considerations will be taken into account:<br />
(i) the size and price sensitivity of demand indicated in the book-building process, (ii) the current and anticipated<br />
sentiment in the capital market in Poland, the European Union and globally and (iii) assessment by Investors of<br />
<strong>Company</strong>’s business prospects, risk factors and other information contained in this Prospectus or available<br />
elsewhere.<br />
The Offer Price will not be higher than the Maximum Price, will be identical for both New Shares and Sale<br />
Shares and for both Institutional and Retail Investors and will be set in PLN.<br />
The Issuer will announce the Offer Price prior to commencement of the subscription period. A pricing statement<br />
setting forth the Offer Price, the number of Offer Shares and the final number of Offer Shares allocated to each<br />
tranche will be filled with the FKTK and the PF<strong>SA</strong> and published no later than on or about 29 June 2012 on the<br />
websites of the Issuer (www.ecobaltia.lv) and the Offering Broker (www.dmbzwbk.pl).<br />
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Listing and Trading<br />
The Issuer intends to apply for admission and introduction to listing and trading on the main market of the WSE<br />
and the main list of the RSE of all the Shares, including the Offer Shares, immediately after the Settlement Date.<br />
The Issuer expects that the trading in the Shares on the WSE and RSE will commence on or about 16 July 2012<br />
or as soon as possible thereafter.<br />
In connection with the planned listing of the Shares on the WSE and RSE, all of the Shares, including the Offer<br />
Shares, will be registered with and cleared through the NDS which is the central clearinghouse and depository of<br />
securities in Poland, including those listed on the WSE and LCD which is the central clearinghouse and<br />
depository of securities in Latvia, including those listed on the RSE.<br />
Investors trading on the WSE and RSE should consider that under the laws of Latvia the following registration<br />
processes are needed in order to validly issue new shares: (i) registration of the increase of the authorised capital<br />
of the company with the Commercial Register and (ii) registration of the New Shares with the LCD as well as on<br />
the NDS nominee account in the LCD. Thus, the New Shares will be eligible for the listing application upon<br />
their payment by the Investors and the aforementioned registrations.<br />
After admission of the Shares to listing and trading on the WSE and the RSE all the Issuer’s reports and<br />
regulated information should be communicated via the ESPI system in Poland and the Central Storage of<br />
Regulated Information of the FKTK and Nasdaqomx system in Latvia. The Issuer’s reports will be available to<br />
the public on the Issuer’s website (www.ecobaltia.lv) and on the website of the Central Storage of Regulated<br />
Information operated by the FKTK (http://www.oricgs.lv/) and on the website operated by the WSE<br />
(www.gpwinfostrefa.pl) and on the website operated by the RSE (www.nasdaqomxbaltic.com).<br />
The Issuer will not be seeking to apply for listing on the WSE and/or RSE of any temporary share receipt, such<br />
as “rights to shares” (“prawa do akcji”) under Polish law.<br />
At present the Issuer does not intend to seek a listing of the Shares at any stock exchange other than the WSE<br />
and the RSE but may consider such listing in the future.<br />
Securities Code<br />
The ISIN number for Shares is LV0000101350.<br />
Offering Broker<br />
The <strong>Company</strong> has appointed <strong>Dom</strong> <strong>Maklerski</strong> <strong>BZ</strong> <strong>WBK</strong> Spółka Akcyjna, with its registered seat at pl. Wolności<br />
15, Poznań, Poland, to act as the offering broker in Poland.<br />
Market Makers<br />
As of the date of the Prospectus the <strong>Company</strong> has not concluded an agreement in subject of market maker<br />
service for Shares to be admitted to trading on the WSE. The <strong>Company</strong> can conclude such an agreement with the<br />
Offering Broker. If the <strong>Company</strong> will enter in to such an agreement, then the Offering Broker will perform<br />
market making service in accordance with the regulations of the WSE.<br />
As of the date of the Prospectus the <strong>Company</strong> has not concluded an agreement in subject of market maker<br />
service for Shares to be admitted to trading on the RSE. The <strong>Company</strong> intends to conclude such an agreement<br />
with the entity engaged in market making activities on the RSE. If the <strong>Company</strong> will enter in to such an<br />
agreement, then such entity will perform market making service in accordance with the regulations of the RSE.<br />
Deposit of Shares<br />
The Shares, including the Offer Shares will be registered on the NDS nominee account in the LCD (in Latvian:<br />
Latvijas Centrālais depozitārijs) which is a Latvian depository of securities, with its seat at Valnu iela 1, Riga,<br />
LV – 1050, Latvia. Thus, the NDS (in Polish: Krajowy Depozyt Papierów Wartościowych S.A.), which is a<br />
Polish central clearinghouse and depository of securities with its seat at ul. Książęca 4, 00-498 Warsaw, Poland,<br />
will act as a sub-depository for the Shares, including the Offer Shares.<br />
176
Intentions of the Shareholders and Members of the Management, Supervisory and Administrative Bodies<br />
of the Issuer as to Participation in the Offering<br />
According to the information available to the Issuer, obtained after a review carried out with due diligence, none<br />
of the present members of the management, supervisory or administrative bodies, nor either of the existing<br />
shareholders of the Issuer intends to subscribe for the Offer Shares.<br />
177
PLACING<br />
Placement Agreement<br />
The Issuer and the Selling Shareholder intend to enter, prior to the Allotment Date, into a placement agreement<br />
(the “Placement Agreement”) in respect of the Offering with, inter alia, the Managers, in which the Offering<br />
Broker will commit to undertake certain actions in connection with organization of the Offering.<br />
The Issuer, the Selling Shareholder, the Managers do not expect to enter into an underwriting agreement.<br />
The Offering Broker will act as an offering agent with respect to the Offer Shares for the purposes of the<br />
Offering and admission to trading on the WSE.<br />
In connection with the Offering, the Issuer and the Selling Shareholder have agreed to pay to the Managers total<br />
fee of 5.75% of the gross proceeds from the placement and sale of the Offer Shares (which should also include<br />
the expenses to be incurred for advisory services). Moreover, the Issuer and the Selling Shareholder have agreed<br />
to pay to the Managers discretionary fee, depending on the outcome of the Offering.<br />
In addition, the Issuer and the Selling Shareholder have agreed to hold harmless the Managers against certain<br />
liabilities and to reimburse the Managers for some of their expenses in connection with the management of the<br />
Offering. The Managers are entitled in certain circumstances to be released and discharged from their respective<br />
obligations under the Placement Agreement prior to the Listing Date. Such circumstances include the nonsatisfaction<br />
of certain conditions precedent and the occurrence of certain force majeure events. The Offering<br />
should be conducted following the principle of “best endeavours”.<br />
Lock-up Agreement<br />
For description of lock-up agreement, concluded with regard to the <strong>Company</strong>’s Shares please see “Shareholders<br />
– Lock-up agreement”.<br />
Fees and Expenses<br />
As of the date of this Prospectus, the Issuer estimates the amount of fixed expenses for preparation of the<br />
Offering of up to PLN 2,025,000 (excluding the aforementioned combined fee of 5.75% and any discretionary<br />
fee). These expenses consist of costs of preparation of the Prospectus, auditors’ fees, marketing of the Offering<br />
and costs of analyses prepared with respect to the Offering.<br />
The final amount of expenses will be calculated after the Offering and will be publicly announced within two<br />
weeks from the Settlement Date.<br />
The Issuer and the Selling Shareholder agreed to pay all commissions and expenses in connection with the<br />
Offering. However, Investors will bear their own costs connected with the evaluation and participation in the<br />
Offering, i.e. standard brokerage fees charged by broker.<br />
Interests of Natural and Legal Persons Participating in the Offering<br />
The Offering Broker has a contractual relationship with the Issuer and the Selling Shareholder in connection<br />
with the Offering and the Admission, and has been mandated to act as the offering agent for the Offering and<br />
listing of the Issuer’s Shares on the WSE.<br />
The Financial Adviser, the Capital Advisor and the Offering Broker advise the Issuer and the Selling<br />
Shareholder in connection with the Offering and Admission and coordinate the structuring and execution of the<br />
transaction. Furthermore, the Financial Adviser, the Capital Advisor and Offering Broker are involved in the<br />
Prospectus preparation process. If the transaction is successfully executed, the Managers will receive a combined<br />
commission which depends on the actual value of the sold Offer Shares.<br />
The Managers and their affiliates have engaged in and may in the future engage in, investment banking, advisory<br />
services and other commercial dealings in the ordinary course of business with the <strong>Company</strong> and the Selling<br />
178
Shareholder and any of its affiliates. The Managers and their affiliates have received and may receive in the<br />
future receive customary fees and commissions for these transactions and services.<br />
179
SELLING RESTRICTIONS<br />
Important information about this Prospectus<br />
This Prospectus constitutes a prospectus within the meaning of the Prospectus Directive and the Latvian<br />
Financial Instrument Market Law (which implemented the Prospectus Directive into Latvian law), for the<br />
purpose of giving the information with regard to the Issuer and the Offer Shares the Issuer and the Selling<br />
Shareholder intend to offer pursuant to this Prospectus which is necessary to enable prospective investors to<br />
make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of<br />
the Issuer.<br />
This Prospectus constitutes a prospectus in the form of a single document within the meaning of article 5 of<br />
Prospectus Directive and Article 17 of Latvian Financial Instrument Market Law. This Prospectus has been filed<br />
with, and was approved on 18 June 2012 by the FKTK, which is the competent authority in Latvia to approve<br />
this document as a prospectus. Under the Prospectus Directive and the Latvian Financial Instrument Market<br />
Law, this Prospectus, once approved by the competent authority of one member state of the EU (“Home Member<br />
State”) may be used for making a public offering and admission of securities to listing on a regulated market in<br />
another Member State of the EU (“Host Member State”), provided that the competent authority of the Home<br />
Member State provides the competent authority of the Host Member State with a certificate of approval of the<br />
Prospectus (in accordance with article 18 of the Prospectus Directive and Article 22 of the Latvian Financial<br />
Instrument Market Law).<br />
The <strong>Company</strong> and the Selling Shareholder intend to undertake a public offering of the Offer Shares in Poland.<br />
Consequently, the <strong>Company</strong> and the Selling Shareholder will be authorized to carry out the Offering to the<br />
public in Poland, once the FKTK has provided the PF<strong>SA</strong> with (1) a certificate of approval of this Prospectus (in<br />
accordance with Article 22 of the Latvian Financial Instrument Market Law, Article 18 of the Prospectus<br />
Directive and Article 37 of the Polish Public Offerings Act) and (2) a copy of the Prospectus together with a<br />
summary of the Prospectus in the Polish language and after the Prospectus in the English language and its<br />
summary in the Polish language have been made available to the public, which is equivalent to authorizing the<br />
Offering to the public in Poland.<br />
For the purposes of the public offering in Poland a Polish translation of the summary of the Prospectus will be<br />
published. For the purposes of admission of Shares of the Issuer to trading on the RSE a Latvian translation of<br />
the summary of the Prospectus will be published.<br />
The Issuer accepts responsibility for the information contained in this Prospectus. The Selling Shareholder’s<br />
responsibility for the information contained in this Prospectus is limited to the data, related to the Selling<br />
Shareholder and Sale Shares as indicated in section “Persons Responsible”. The Issuer and the Selling<br />
Shareholder (with regard to information, the Selling Shareholder assumes the responsibility of) declares that,<br />
after having taken all reasonable care to ensure that such is the case, the information in this Prospectus is in<br />
accordance with the facts and does not omit anything likely to affect the importance of such information.<br />
Investors are authorised to use this Prospectus solely for the purpose of considering the purchase of the Offer<br />
Shares in the Offering. You acknowledge and agree that the Managers make no representation or warranty,<br />
express or implied, as to the accuracy or completeness of information, and nothing contained in this Prospectus<br />
is, or should be relied upon as, a promise or representation by the Managers.<br />
No person is authorised to give information or to make any representation in connection with the Offering other<br />
than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as<br />
having been authorised by the Issuer, and the Selling Shareholder, the Managers or any of their affiliates or<br />
advisers or selling agents. Neither the delivery of this Prospectus nor any sale made hereunder should under any<br />
circumstances imply that there has been no change in the affairs of the Issuer and its subsidiaries or that the<br />
information set forth in this Prospectus is correct as at any date subsequent to the date of this Prospectus.<br />
In making an investment decision, prospective investors must rely upon their own examination of the<br />
Issuer and the terms of this Prospectus, including the risks involved. The distribution of this Prospectus<br />
and the offering of the Offer Shares in certain jurisdictions may be restricted by law. The <strong>Company</strong>, the<br />
Selling Shareholder and the Managers require persons into whose possession this Prospectus comes to<br />
inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer<br />
180
of, or an invitation to purchase, any of the ordinary shares in any jurisdiction in which such offer or sale<br />
would be unlawful. No one has taken any action that would permit a public offering to occur in any<br />
jurisdiction except Poland.<br />
No Public Offering outside of Poland<br />
This Prospectus has been prepared on the basis that there will be no public offers of the Offer Shares, other than<br />
the Offering to the public in the territory of Poland in accordance with the Prospectus Directive, as implemented<br />
in Latvia and Poland, respectively. Accordingly, any person making or intending to make any offering, resale or<br />
other transfer within the European <strong>Eco</strong>nomic Area (the “EEA”), other than in Poland, of the Offer Shares may<br />
only do so in circumstances under which no obligation arises for the Issuer, the Selling Shareholder, the<br />
Principal Shareholders or the Offering Broker to produce an approved prospectus or other offering circular for<br />
such offering. Neither the Issuer, the Selling Shareholder, the Principal Shareholders, nor the Offering Broker<br />
have authorized, nor will any of them authorize, the making of any offer of the Offer Shares through any<br />
financial intermediary, other than offers made by the Offering Broker under this Prospectus.<br />
No action has been or will be taken by the Issuer, the Selling Shareholder, the Principal Shareholders or the<br />
Offering Broker in any jurisdiction other than Poland that would permit a public offering of the Offer Shares, or<br />
the possession or distribution of this Prospectus or any other offering material relating to the Issuer or the Shares<br />
in any jurisdiction where action for that purpose is required. Accordingly, the Shares may not be offered or sold,<br />
directly or indirectly, and neither this Prospectus nor any other offering material or advertisements in connection<br />
with the Shares may be distributed or published, in or from any country or jurisdiction except in compliance with<br />
any applicable rules and regulations of any such country or jurisdiction.<br />
The distribution of this Prospectus and the Offering in certain jurisdictions may be restricted by law and<br />
therefore persons into whose possession this Prospectus comes should inform themselves about and observe any<br />
such restrictions on the distribution of this Prospectus and the Offering, including those in the paragraphs that<br />
follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such<br />
jurisdictions. This Prospectus does not constitute an offer to subscribe for or buy any of the Offer Shares offered<br />
hereby to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such<br />
jurisdiction.<br />
Notice to Investors<br />
Because of the following restrictions, prospective investors are advised to consult legal counsel prior to making<br />
any offer, resale, pledge or other transfer of the shares offered hereby.<br />
No actions have been taken to register or qualify the Offer Shares or otherwise permit a public offering of the<br />
Offer Shares in any jurisdiction other than in Poland. The distribution of this Prospectus and the offer of the<br />
Offer Shares in certain jurisdictions may be restricted by law, and therefore persons into whose possession this<br />
Prospectus comes should inform themselves about and observe any such restrictions, including those in the<br />
paragraphs that follow. Any failure to comply with these restrictions may constitute a violation of the securities<br />
laws of any such jurisdictions.<br />
Notice to Investors in the European <strong>Eco</strong>nomic Area<br />
In relation to each Member State of the European <strong>Eco</strong>nomic Area which has implemented the Prospectus<br />
Directive (each, a “Relevant Member State”), an offer to the public of any Offer Shares may not be made in that<br />
Relevant Member State, other than the offer in Poland after the publication of a Prospectus in relation to the<br />
Offer Shares which has been approved by the competent authority in that Relevant Member State or, where<br />
appropriate, approved in another Relevant Member State and notified to the competent authority in that relevant<br />
member state, all in accordance with the Prospectus Directive, except that it may make an offer of the Offer<br />
Shares to the public in that Relevant Member State under the following exemptions under the Prospectus<br />
Directive, if such exemptions have been implemented in that Relevant Member State:<br />
<br />
<br />
to legal entities which are qualified investors as defined under the Prospectus Directive;<br />
by the Offering Broker to fewer than 100, or, if the Relevant Member State has implemented the relevant<br />
provisions of the “2010 PD Amending Directive”, 150 natural or legal persons, as permitted under the<br />
Prospectus Directive; or<br />
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in any other circumstances falling within Article 3(2) of the Prospectus Directive,<br />
provided that no such offer of the Offer Shares should result in a requirement for the Issuer and the Offering<br />
Broker to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus<br />
pursuant to Article 16 of the Prospectus Directive.<br />
Each person in a Relevant Member State (other than, in the case of paragraph (a) below, persons in Poland<br />
receiving the offer in Poland contemplated in the Prospectuses) who receives any communication in respect of,<br />
or who acquires any the Offer Shares under, the offer contemplated in the Prospectuses will be deemed to have<br />
represented, warranted and agreed to and with each of the Issuer and the Offering Broker limited that:<br />
(a)<br />
(b)<br />
it is a qualified investor as defined under the Prospectus Directive; and<br />
in the case of any of the Offer Shares acquired by it as a financial intermediary, as that term is used in<br />
Article 3(2) of the Prospectus Directive, the Offer Shares acquired by it in the offer have not been<br />
acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any<br />
Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive,<br />
or in circumstances in which the prior consent of the Offering Broker has been given to the offer or<br />
resale.<br />
For the purposes of the provisions and representations above, the expression an “offer to the public” in relation<br />
to any the Offer Shares in any Relevant Member State means the communication in any form and by any means<br />
of sufficient information on the terms of the Offering so as to enable an investor to decide to purchase any the<br />
Offer Shares, as the same may be varied in that Member State by any measure implementing the Prospectus<br />
Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and<br />
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant<br />
Member State), and includes any relevant implementing measure in each Relevant Member State and the<br />
expression “2010 PD Amending Directive” means Directive 2010/73/EU.<br />
Notice to investors in the United Kingdom<br />
This Prospectus and any other material in relation to the securities described herein may only be distributed to<br />
and may only be directed at persons in the United Kingdom (the “UK”) that are qualified investors within the<br />
meaning of Article 2(1)(e) of the Prospectus Directive (“Qualified Investors”) that are also (i) investment<br />
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)<br />
Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom the Prospectus may lawfully<br />
be communicated, falling within Article 49(2)(a) to (d) of the Order and (iii) to whom it may otherwise lawfully<br />
be distributed (all such persons together being referred to as “Relevant Persons”). The Offer Shares are only<br />
available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such the Offer<br />
Shares will be engaged in only with, Relevant Persons. This document and its contents are confidential and<br />
should not be distributed, published or reproduced (in whole or in part) by recipients to any other person in the<br />
UK. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.<br />
_______________________<br />
No prospective investor should consider any information in this Prospectus to be investment, legal, tax or other<br />
advice. Each prospective investor should consult its own counsel, accountant and other advisers for such advice.<br />
None of the Issuer and the Managers makes any representation to any offeree or purchaser of the Offer Shares<br />
regarding the legality of an investment in such shares by such offeree or purchaser.<br />
The Offering Broker is acting solely for the Issuer and the Selling Shareholder and no one else in connection<br />
with this offering and is not, and will not be, responsible to any other person for providing advice in respect of<br />
this offering or for providing the protections afforded to their respective clients. The Offering Broker and certain<br />
related entities may acquire a portion of the Offer Shares for their own accounts.<br />
In connection with the Offering, the Managers and any affiliate acting as an investor for its own account may<br />
acquire the Offer Shares and in that capacity may retain, purchase or sell for its own account the Offer Shares<br />
and any of the Issuer’s other securities or related investments and may offer or sell the Offer Shares or other<br />
investments otherwise than in connection with the Offering. Accordingly, references in this document to the<br />
Offer Shares being offered should be read as including any offering of securities to the Offering Broker and any<br />
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affiliate acting in such capacity. The Offering Broker and other Managers do not intend to disclose the extent of<br />
any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.<br />
In relation to member states of the EEA other than the United Kingdom, there may be further rules and<br />
regulations of such country or jurisdiction within the EEA relating to the offering of the Offer Shares or<br />
distribution or publication of this Prospectus or any other offering material or advertisement; persons into whose<br />
possession this Prospectus comes should inform themselves about and observe any restrictions on the<br />
distribution of the Prospectus and the offer of Offer Shares applicable in such EEA member state.<br />
United States<br />
The Offer Shares have not been, and will not be, registered under the US Securities Act and may not be offered<br />
or sold within the United States or to, or for the account or benefit of, US persons except in certain transactions<br />
in reliance on Regulation S under the US Securities Act. Terms used in this paragraph have the meanings given<br />
to them by Regulation S under the US Securities Act.<br />
In addition, until 40 days after the commencement of the Offering, an offer or sale of Offer Shares within the<br />
United States by any dealer (whether or not participating in the Offering) may violate the registration<br />
requirements of the US Securities Act if such offer or sale is made otherwise than in accordance with an<br />
available exemption from registration under the US Securities Act.<br />
Offering Broker has agreed that, except as permitted by the Placement Agreement, it will not offer, sell or<br />
deliver the Offer Shares within the United States or to, or for the account or benefit of, US persons (i) as part of<br />
their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the Offering<br />
and the closing date, and that it will have sent to each dealer to which it sells Offer Shares during the distribution<br />
compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Offer<br />
Shares within the United States or to, or for the account or benefit of, US persons.<br />
This Prospectus has been prepared by the <strong>Company</strong> for use in connection with the offer and sale of the Offer<br />
Shares outside the United States and for the listing of the Offer Shares on the Warsaw <strong>Stock</strong> Exchange and the<br />
Riga <strong>Stock</strong> Exchange. The <strong>Company</strong>, the Selling Shareholder and the Offering Broker reserve the right to reject<br />
any offer to purchase the Offer Shares, in whole or in part, for any reason.<br />
Canada<br />
This Prospectus is not, and under no circumstances is to be construed as, a Prospectus, an advertisement or a<br />
public offering of the securities described herein in any province or territory of Canada. No securities<br />
commission or similar authority in Canada has reviewed or in any way passed upon this document or the merits<br />
of the securities described herein, and any representation to the contrary is an offence.<br />
Japan<br />
The Shares have not been and will not be registered under the Securities and Exchange Law of Japan (Law No.<br />
25 of 1948, as amended), and are not being offered or sold and may not be offered or sold, directly or indirectly,<br />
in Japan or to or for the account of any resident of Japan (which term as used herein includes any corporation or<br />
other entity organized under the laws of Japan), or to others for offering or sale, directly or indirectly, in Japan or<br />
to, or for the account of, any resident of Japan, except (i) pursuant to an exemption from the registration<br />
requirements of the Securities and Exchange Law of Japan and (ii) in compliance with any other applicable<br />
requirements of Japanese law.<br />
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TAXATION<br />
The information set out below describes the principal Latvian and Polish tax consequences of the acquisition,<br />
holding and disposal of the Shares and is included for general information only. This summary does not purport<br />
to be a comprehensive description of all Latvian and Polish tax considerations that may be relevant to a decision<br />
to acquire, hold or dispose of the <strong>Company</strong>’s Shares. Each prospective investor should consult a professional<br />
tax adviser regarding tax consequences of acquiring, holding and disposing of the <strong>Company</strong>’s Shares under the<br />
laws of their country and/or state of citizenship, domicile or residence. Should any withholding taxes be payable<br />
on amounts payable by the <strong>Company</strong>, the <strong>Company</strong> assumes responsibility for withholding of such taxes at the<br />
source.<br />
This summary is based on tax legislation, published case law, treaties, rules, regulations and similar<br />
documentation, in force as at the date of this Prospectus, without prejudice to any amendments introduced at a<br />
later date and implemented with retroactive effect.<br />
Taxation in Latvia<br />
Taxation on Dividends payable to legal persons<br />
Withholding tax<br />
Dividends payable by a Latvian legal entity to Latvian legal entities are exempted from withholding tax.<br />
Dividends payable by a Latvian legal entity to foreign legal entities are subject to withholding tax at a rate of<br />
10%. The obligation to calculate, withhold and pay the withholding tax on dividends is imposed on the Latvian<br />
legal entity (the payer of dividends).<br />
The withholding tax does not apply to dividends payable to foreign legal entities that are tax residents in the EU<br />
member state or a member state of the European <strong>Eco</strong>nomic Area if the respective recipient of dividends:<br />
(i)<br />
(ii)<br />
under the terms of any double taxation treaties with third states, is not considered to be a tax resident<br />
outside the EU and European <strong>Eco</strong>nomic Area; and<br />
is subject to corporate income tax in the residence country, without the possibility of an option or of being<br />
exempt from the above tax.<br />
Dividends payable to legal entities that are tax residents in a foreign country with which Latvia has concluded a<br />
double taxation treaty and such a treaty limits the rights of Latvia to tax the dividends, the rules set in that treaty<br />
will be applied.<br />
Corporate income tax<br />
Dividends received by legal entities that are tax residents in Latvia are exempted from corporate taxation in<br />
hands of the dividend recipient.<br />
Dividends received by legal entities that are tax residents in foreign countries are taxable according to the tax<br />
law of the respective country.<br />
Taxation on Dividends payable to individuals<br />
Withholding tax<br />
Dividends payable by a Latvian legal entity to individuals are subject to withholding tax at a rate of 10%<br />
irrespective of the recipient’s tax-residency status.<br />
The obligation to calculate, withhold and pay the withholding tax on dividends is imposed on the Latvian legal<br />
entity (the payer of dividends).<br />
184
Individual income tax<br />
Dividends received by individuals that are tax residents in Latvia are not taxed in hands of the dividend recipient<br />
as the tax has been withheld by the dividend payer.<br />
Dividends received by individuals that are tax residents in foreign countries are taxable according to the tax law<br />
of the respective country.<br />
Taxation on Capital Gains<br />
Legal persons<br />
Capital gains from the sale of shares received by legal entities that are tax residents in Latvia are exempted from<br />
corporate taxation.<br />
Capital gains from the sale of shares received by legal entities that are tax residents in foreign countries are<br />
taxable according to the tax law of the respective country.<br />
Individuals<br />
Capital gains from the sale of shares received by individuals that are tax residents in Latvia are subject capital<br />
gains tax at a flat rate of 15%.<br />
The responsibility to calculate, declare and pay capital gains tax is imposed on the individual. The tax is payable<br />
on a monthly basis by the 30 th day of the month following the month when capital gains have been received.<br />
Capital gains from the sale of shares received by individuals that are tax residents in a foreign country are tax<br />
exempt in Latvia but may be taxed according to the tax law of the respective country.<br />
Taxation on Gifts and Inheritance<br />
If the Issuer’s shares are given as a gift to a natural person, generally the acquisition of shares is subject to<br />
personal income tax at a flat rate of 25%, charged on income received at the transfer of the shares as a gift. The<br />
tax is not applicable where a spouse, children, parents, brothers, sisters, grandchildren or grandparents give<br />
shares as a gift or where shares are given as a gift to a non-Latvian resident.<br />
Inheritance income (inherited shares) is tax exempt in Latvia.<br />
Value added tax<br />
Transactions with shares are not subject to VAT in Latvia.<br />
Taxation in Poland<br />
This section provides information regarding the taxation of income related to holding and trading in shares<br />
admitted to trading on the regulated market. For the avoidance of doubt, all references to shares presented in this<br />
section also pertain to the Shares.<br />
The information presented below is of a general nature and should not constitute the sole basis for evaluating the<br />
tax consequences of making any investment decisions. Potential investors are urged to consult their tax advisors.<br />
Please note that the information presented below has been prepared based on the legal statutes as at the date of<br />
the Prospectus.<br />
Polish Corporate Investors<br />
Taxation of Income Relating to Holding Shares<br />
Dividends and other income (revenue) actually earned on holding shares (such as e.g. remuneration for redeemed<br />
shares – excluding buy-back of shares) actually earned by legal persons and companies in organization, as well<br />
185
as other unincorporated entities (except civil, general, limited partnerships, professional partnerships, and limited<br />
joint-stock partnerships) with their registered office or place of management in Poland (the “Polish Corporate<br />
Shareholders”), should be subject to taxation on the general rules under the Corporate Income Tax (“CIT”) Act.<br />
They are taxed at the basic 19% rate.<br />
Pursuant to Article 20 section 3 of the CIT Act, an income tax exemption applies to dividends and other revenue<br />
earned on the holding of shares in companies whose seat or management office is outside Poland by Polish<br />
companies whose worldwide income is subject to CIT in Poland, regardless of where the source of income is<br />
located, if all of the following conditions are met:<br />
<br />
<br />
<br />
the entity which distributes the dividends and other revenue earned on shares is a company whose<br />
worldwide income (regardless of where the source of income is located) is subject to income tax in a<br />
European Union Member State other than Poland, or in a other Member State of the European <strong>Eco</strong>nomic<br />
Area;<br />
Polish company holds directly not less than 10% of shares in the capital of the company referred to in<br />
item (a) above for an uninterrupted period of at least 2 years;<br />
Polish company does not enjoy income tax exemption on the total amount of its incomes, regardless of the<br />
source from which they are earned.<br />
CIT Act expressly provides that in order to benefit from the above exemption, the 2-year holding period<br />
requirement may be also met after the dividend is paid, provided that a given taxpayer would actually satisfy that<br />
requirement afterwards. Otherwise, a taxpayer who did not meet the 2-year holding period requirement would be<br />
obliged to pay the due income tax along with penalty interests.<br />
The above exemption will not apply, however, if distributions are made upon liquidation of a company or upon<br />
buy-back of shares.<br />
Moreover, dividends paid out by a Latvian company to Polish Corporate Shareholders may be exempt from<br />
Latvian withholding tax under Council Directive of July 23, 1990 on the common system of taxation applicable<br />
in the case of parent companies and subsidiaries of different Member States, provided that the conditions<br />
specified by the Latvian tax laws are satisfied.<br />
The Double Tax Treaty concluded by the Republic of Poland and the Republic of Latvia (“Double Tax Treaty”)<br />
provides that dividends paid by a company with its registered office in Latvia to Polish Corporate Shareholders<br />
may be taxed both in Poland and Latvia, although if the recipient of the dividend is its beneficial owner, such<br />
Latvian tax cannot exceed:<br />
<br />
<br />
5% of the gross amount of the dividend, provided that the beneficial owner is a company which holds<br />
directly at least 25% of the capital of the company paying the dividend;<br />
15% of the gross amount of the dividend in all other cases.<br />
It should be noted that in relation to the dividends which may be subject to taxation in Latvia, pursuant to Article<br />
24 Section 1(b) of the Double Tax Treaty, a tax credit applies in Poland.<br />
Pursuant to the provisions of the Double Tax Treaty, if a Polish Corporate Shareholder carries on business in<br />
Latvia through a permanent establishment situated in Latvia (i.e. a fixed place of business through which the<br />
business of an enterprise is wholly or partly carried on), and the shares in respect to which the dividends are paid<br />
are effectively connected with such permanent establishment, dividends will be taxed in Latvia as business<br />
profits earned by that permanent establishment.<br />
Taxation of Income from Disposal of Shares<br />
Under Article 13 section 4 of the Double Tax Treaty income earned by Polish Corporate Shareholders on<br />
disposal of shares of a Latvian company (including buy-back of shares) is subject to corporate income tax in<br />
Poland. Such an income is taxable in accordance with the general rules. This income is aggregated with the<br />
business incomes of the given fiscal year, and subject to the general 19% CIT rate. It should be noted, however,<br />
186
that if the assets of a Latvian company consist mainly of immovable property in the meaning of Article 13<br />
section 1 of the Double Tax Treaty, income earned on disposal of shares of such company will be subject to<br />
taxation in Latvia.<br />
The income is computed as the difference between the revenue (in principle, the price agreed for the shares) and<br />
tax deductible costs (in principle, the costs of acquisition of the shares and costs related to the sale).<br />
However, it should be noted that if the value of shares expressed in the price specified in the agreement on the<br />
disposal of shares differs materially, without a legitimate reason, from the market value of the shares, such<br />
agreed price may be challenged by the tax authorities.<br />
Polish Individual Investors<br />
Taxation of Income Relating to Holding Shares<br />
Income earned by individuals domiciled in Poland (the “Polish Individual Shareholders”) on dividends and other<br />
income (revenue) actually earned on holding shares (such as e.g. remuneration for redeemed shares excluding<br />
buy-back of shares, liquidation proceeds) in a Latvian company is considered to be income from a separate<br />
basket and it is not aggregated with incomes from other sources. Such income is subject to the 19% flat rate<br />
Personal Income Tax (“PIT”). The tax is settled on annual basis. Annual tax returns should be filed by April 30<br />
of the calendar year following the year in which the income was earned.<br />
It is not absolutely clear whether the tax due on dividend income earned by a Polish Individual Investor from a<br />
Latvian company should be withheld by a Polish brokerage house assisting in the payment or not. On the one<br />
hand, there is a regulation (Article 41 section 4 of the PIT Act) that clearly imposes on brokerage houses the<br />
obligation to withhold the tax. On the other hand, there is a regulation which provides that amounts of tax due on<br />
dividends earned outside Poland and the amounts of tax paid outside Poland on such dividends should be<br />
reported by a taxpayer (i.e. Polish Individual Investor) in his annual tax return (Article 30a Section 11). Most tax<br />
advisers seem to regard the latter provision as overruling the first one, and are thus of the opinion that a Polish<br />
brokerage house should not withhold any tax. However, in case of any doubts, a tax adviser should be consulted<br />
by a taxpayer.<br />
The Double Tax Treaty provides that dividends paid by a company with its registered office in Latvia to Polish<br />
Individual Shareholders may be taxed both in Poland and Latvia, but such Latvian tax cannot exceed 15% of the<br />
gross amount of the dividend, provided that the recipient of the dividend is its beneficial owner.<br />
It should be noted that in relation to the dividends which may be subject to tax in Latvia, the tax credit method of<br />
avoidance of double taxation should apply in Poland, pursuant to Article 24 section 1(b) of the Double Tax<br />
Treaty.<br />
Pursuant to the provisions of the Double Tax Treaty, if the Polish Individual Shareholder carries on business in<br />
Latvia through a permanent establishment situated in Latvia (i.e. fixed place of business through which the<br />
business of an enterprise is wholly or partly carried on) or performs in Latvia independent personal services from<br />
a fixed base situated in Latvia, and the shares in respect of which the dividends are paid are effectively<br />
connected with such permanent establishment or fixed base, dividends will be taxed in Latvia as business profits<br />
or as income from independent personal services earned by that permanent establishment or fixed base.<br />
Taxation of Income from a Disposal of Shares<br />
Under Article 13 section 4 of the Double Tax Treaty income earned by Polish Individual Shareholders on<br />
disposal of shares of a Latvian company (including buy-back of shares) is subject to corporate income tax in<br />
Poland. Such an income should be classified as income from capital gains and as such it should not be combined<br />
with incomes from other sources but should be subject to the 19% flat PIT rate. It should be noted, however, that<br />
if the assets of a Latvian company consist mainly of immovable property in the meaning of Article 13 section 1<br />
of the Double Tax Treaty, income earned on disposal of shares of such company will be subject to taxation in<br />
Latvia.<br />
The income is computed as the difference between the revenue earned on disposal of shares (in principle, the<br />
price for the shares) and the related costs (in principle, the costs of acquisition of the shares and costs related to<br />
the sale). The tax is settled on annual basis. Annual tax returns should be filed by April 30 of the calendar year<br />
187
following the year in which income was earned (this also being the deadline for paying the tax). No obligation<br />
exists to pay tax advances during the tax year.<br />
The above is not applicable if a Polish Individual Shareholder holds the shares within the scope of its business<br />
activity. If this is the case, the income should be classified as a business income. In such case, income tax should<br />
be paid at the progressive tax rates, which varies from 18% to 32%, or at the 19% flat rate (depending on the<br />
form of taxation chosen by the given Polish Individual Shareholder).<br />
It should be noted that if the value of shares expressed in the price specified in the agreement on the disposal of<br />
shares differs materially, without a legitimate reason, from the market value of the shares, this may be<br />
challenged by the tax authorities.<br />
It should also be noted that pursuant to Article 9 section 6 of the Polish PIT Act, losses incurred during a fiscal<br />
year on account of the disposal of shares may be deducted from the income received from that source over five<br />
consecutive fiscal years, provided that the amount of the deduction does not exceed 50% of the amount of the<br />
loss in any single fiscal year of the five-year period.<br />
Foreign Investors<br />
Individuals who do not have their place of residence in Poland and legal entities, companies in organization and<br />
other entities with no legal personality, if they are treated as tax residents under tax law of a given state, that<br />
have their registered office and place of management outside Poland are subject to PIT and CIT respectively,<br />
only with respect to the profits that are derived from sources of income located on the territory of Poland.<br />
Although this is not expressly provided for in Polish tax law, it should be noted that dividends from a Latvian<br />
company should not be treated as income derived from Poland, even if the company is listed on the WSE.<br />
Consequently, it should be noted that dividends paid by a Latvian company to a foreign investor should not be<br />
subject to Polish income tax.<br />
Polish tax law does not give clear direction on whether income from a sale of shares of a Latvian company<br />
should be treated as income derived from Poland if the shares are traded on the WSE. It seems that the prevailing<br />
approach of the tax authorities is that trades on the WSE should be treated as Polish source income.<br />
Consequently, as a rule, such income would be subject to Polish income tax and settled on general rules. In<br />
practice, however, most of the tax treaties would exempt such income from taxation in Poland. This should be<br />
verified on a case-by-case basis.<br />
Tax on Civil Law Transactions<br />
The tax on civil law transactions (“TCLT”) is levied on agreements providing for a sale or exchange of rights,<br />
provided that these rights are executed in Poland or, if executed abroad, that the purchaser is a Polish tax resident<br />
and the transaction is effectuated in Poland.<br />
The tax rate on the sale of shares and the exchange of shares is 1% at their market value and should be paid<br />
within fourteen days of the date on which the tax obligation arose (that is, the date the share or exchange<br />
agreement was concluded), unless the sale of shares and the exchange of shares agreements are concluded in a<br />
form of a notary deed. In that case the due tax should be collected by the notary public acting as a tax remitter.<br />
The purchaser of shares is liable for paying the due tax on civil law transactions. In the case of an exchange of<br />
shares, the liability for paying the due tax is borne jointly and severally by the parties to the exchange of shares<br />
transaction.<br />
Exemptions from the tax on civil law transactions apply, without limitation, to transactions concerning the sale<br />
of financial instruments (including shares) to investment companies or to foreign investment companies or,<br />
through them, the sale of such instruments within the boundaries of a regulated market, as well as the sale of<br />
such instruments made by investment companies or foreign investment companies outside the boundaries of a<br />
regulated market, provided that such instruments were acquired by those companies within the boundaries of a<br />
regulated market, as defined in the Trading in Financial Instruments Act.<br />
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INDEPENDENT AUDITORS<br />
The Consolidated Financial Statements for the years ended 31 December 2011, 2010 and 2009 and the Pro<br />
Forma Financial for the year ended 31 December 2011 presented in the Prospectus were audited and the<br />
Condensed Consolidated Interim Financial Statements for three months ended 31 March 2012 were reviewed by<br />
Deloitte Audits Latvia, with its seat at Gredu iela 4a, Riga LV-1019, Latvia. The Consolidated Financial<br />
Statements for the years ended 31 December 2011, 31 December 2010 and 31 December 2009, the Condensed<br />
Consolidated Interim Financial Statements for three months ended 31 March 2012 and the Pro Forma Financial<br />
for the year ended 31 December 2011 presented in the Prospectus were prepared in accordance with IFRS.<br />
Deloitte Audits Latvia has given, and has not withdrawn, its written consent to the inclusion of its reports and the<br />
reference to themselves herein in the form and context in which they are included. Deloitte Audits Latvia has no<br />
interest in the Issuer.<br />
189
ADDITIONAL INFORMATION<br />
Capitalized terms used in this Prospectus and not otherwise defined herein have the meaning ascribed to such<br />
terms in Annex I “Defined Terms”.<br />
This Prospectus has been prepared by the Issuer in connection with the Offering and the Admission solely for the<br />
purpose of enabling a prospective investor to consider an investment in the Offer Shares. The information<br />
contained in this Prospectus has been provided by the Issuer and other sources identified herein.<br />
Prospective investors are expressly advised that an investment in the Offer Shares entails financial risk<br />
and that they should, therefore, read this Prospectus in its entirety, and in particular, a section “Risk<br />
Factors”, when considering an investment in the Offer Shares. The contents of this Prospectus are not to<br />
be construed as legal, financial or tax advice. Each prospective investor should consult his, her or its own<br />
legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice and not rely<br />
exclusively on the legal, financial or tax information contained in this Prospectus.<br />
Save for the provisions of mandatory laws, no person is or has been authorized to give any information or to<br />
make any representation in connection with the Offering and/or Admission, other than as contained in this<br />
Prospectus, and if given or made, any other information or representation must not be relied upon as having been<br />
authorized by the Issuer, the Selling Shareholder or by the Offering Broker.<br />
The corporate governance structure of the Issuer is set out in its Articles of Association which are available on<br />
the Issuer’s website: www.ecobaltia.lv.<br />
Notice to Prospective Investors<br />
The distribution of this Prospectus and the Offering of the Offer Shares in certain jurisdictions may be restricted<br />
by law. This Prospectus may not be used for, or in connection with, and does not constitute, any offer to sell, or<br />
any solicitation or invitation to purchase, any of the Offer Shares offered hereby in any jurisdiction in which<br />
such an offer or solicitation or invitation would be unlawful. Persons in possession of this Prospectus are<br />
required to inform themselves about and to observe any such restrictions, including those set out under “Selling<br />
Restrictions”. Any failure to comply with these restrictions may constitute a violation of the securities laws of<br />
any such jurisdiction.<br />
As a condition to the purchase of any Offer Shares in the Offering, each purchaser will be deemed to have made,<br />
or in some cases be required to make, certain representations and warranties and will be required to take certain<br />
actions described in particular in “The Offering and Plan of Distribution”, which will be relied upon by the<br />
Issuer, the Selling Shareholder, the Offering Broker and others. The Issuer, the Selling Shareholder and the<br />
Principal Shareholders reserve the right, in its sole and absolute discretion, to reject any purchase of Offer Shares<br />
that the Issuer, the Selling Shareholder, the Principal Shareholders, the Offering Broker or any agents believe<br />
may give rise to a breach or a violation of any law, rule or regulation. See, in particular: “Selling Restrictions”.<br />
The Offer Shares have not been approved or disapproved by the United States Securities and Exchange<br />
Commission, any State securities commission in the United States or any other Unites States regulatory<br />
authority, nor have any of the foregoing passed upon or endorsed the merits of the Offering or the accuracy or<br />
adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.<br />
Presentation of Financial and Other Information<br />
In this Prospectus, the terms “Issuer”, “<strong>Company</strong>” “<strong>Eco</strong> <strong>Baltia</strong> Group”, “the Group” and similar terms refer to<br />
<strong>Eco</strong> <strong>Baltia</strong> and its direct and indirect consolidated subsidiaries, unless the context requires otherwise. Unless<br />
otherwise noted, references to “management” are to the members of the Management Board and Key Executives,<br />
and statements as to the <strong>Company</strong>’s beliefs, expectations, estimates and opinions are to those of the <strong>Company</strong>’s<br />
management. The term “Group Companies”, refers to Latvian companies: LZP, Eko Riga, Eko Kurzeme,<br />
Jurmalas ATU, Kurzemes Ainava, Eko Reverss, PET Baltija, Nordic Plast, Vaania, Jumis, Eko SPV and MRTL.<br />
The <strong>Company</strong> maintains its financial statements (the “IFRS Financial Statements”) in accordance with<br />
International Financial Reporting Standards (“IFRS”) as adopted by the International Accounting Standards<br />
Board (“IASB”), and interpretations, issued by the International Financial Reporting Interpretations Committee<br />
190
(“IFRIC”) and as applicable in the respective years. The IFRS Financial Statements included in this Prospectus<br />
comprise of the Consolidated Financial Statements for the years ended 31 December 2011, 2010 and 2009 and<br />
the Condensed Consolidated Interim Financial Statements for three months ended 31 March 2012. In addition,<br />
the Issuer provides the Pro Forma Financial Information for the year ended 31 December 2011 to show the effect<br />
of acquisition of control of the Group Companies by the Issuer.<br />
The Consolidated Financial Statements, the Condensed Consolidated Interim Financial Statements and the Pro<br />
Forma Financial Information included in the Prospectus are presented in LVL which is the accounting currency<br />
of the Group and of the <strong>Company</strong>.<br />
The Group Companies maintain their accounting records in local currencies in accordance with the accounting<br />
and reporting regulations of the countries of their incorporation. Local statutory accounting principles and<br />
procedures may differ from those generally accepted under IFRS. Accordingly, the Consolidated Financial<br />
Statements, the Condensed Consolidated Interim Financial Statements and the Pro Forma Financial Information<br />
which have been prepared based on the Group Companies’ local statutory accounting records, reflect<br />
adjustments necessary for such financial statements to be presented in accordance with IFRS.<br />
Certain figures contained in this Prospectus, including financial information, have been subject to rounding<br />
adjustments. Accordingly, in certain instances the sum of the numbers in a column or a row in tables contained<br />
in this Prospectus may not conform exactly to the total figure given for that column or row. Some percentages in<br />
tables in this Prospectus have also been rounded and accordingly the totals in these tables may not add up to<br />
100%.<br />
Unless otherwise indicated, all references in this Prospectus to “USD” are to the lawful currency of the United<br />
States and all references to “EUR”, “Euro” or “€” are to the lawful currency of the European <strong>Eco</strong>nomic and<br />
Monetary Union. References to “LVL” or “lat” are to the lawful currency of Latvia, whereas all references to<br />
“PLN” and “Polish zloty” are to the lawful currency of Poland.<br />
Potential investors should consult their own professional advisers to gain an understanding of the financial<br />
information contained herein.<br />
Market, <strong>Eco</strong>nomic and Industry Data<br />
All references to market, economic or industry data, statistics and forecasts in this Prospectus consist of<br />
estimates compiled by professionals, state agencies, market and other organisations, researchers or analysts,<br />
publicly available information from other external sources as well as our knowledge of our sales and markets and<br />
assessments made by our management.<br />
Certain statistical data and market, economic or industry information and forecasts relating to the waste<br />
management industry have been extracted and derived by us from reports and analysis produced by, inter alia,<br />
the following sources:<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
statistical data of National Bank of Latvia (www.bank.lv);<br />
statistical data of National Bank of Poland (www.nbp.gov.pl);<br />
statistical data of Eurostat (www.ec.europa.eu);<br />
statistical data of Latvian Central Statistical Bureau (www.csb.gov.lv);<br />
statistical data of Euromonitor International (www.euromonitor.com);<br />
Official website of PRO Europe (http://pro-e.org);<br />
The Latvian Environmental Protection Fund Administration;<br />
Latvian Environment, Geology and Meteorology Centre;<br />
Petcore (www.petcore.org);<br />
191
Confederation of European Waste-to-Energy Plants, Landfill taxes & bans, 12 December 2011;<br />
<br />
<br />
<br />
<br />
<br />
<br />
New Media Publisher GmbH (www.plasticker.de);<br />
Information available on website: www.lursoft.lv;<br />
Information available on website: www.registrucentras.lt;<br />
Information available on website: www.ariregister.rik.ee;<br />
Information available on website: http://www.avestis.lt/index.php?page_id=19&news_id=99;<br />
EUWID - Europäischer Wirtschaftsdienst GmbH.<br />
While the Issuer has compiled, extracted and reproduced market or other industry data from external sources,<br />
including third parties or industry or general publications, neither the Issuer, the Selling Shareholder or the<br />
Offering Broker have independently verified that data. The information in this Prospectus that has been sourced<br />
from third parties has been accurately reproduced and, as far as the Issuer is aware and able to ascertain from the<br />
information published by the cited sources, no facts have been omitted that would render the reproduced<br />
information inaccurate or misleading. Subject to the foregoing, none of the Issuer, the Selling Shareholder or the<br />
Offering Broker can assure investors of the accuracy or completeness of, or take any responsibility for, such<br />
data. The source for such third party information is cited whenever such information is used in this Prospectus.<br />
With respect to industries in which the Group operates, some of estimates and assessments could not be<br />
substantiated by reliable external market and/or industry information as such information is not often available or<br />
may be incomplete. While the <strong>Company</strong> has taken every reasonable care to provide the best possible assessments<br />
of the relevant market situation and the information about the relevant industry, such information may not be<br />
relied upon as final and conclusive. Investors are encouraged to conduct their own investigations of the relevant<br />
markets or employ a professional consultant. Industry publications generally state that their information is<br />
obtained from sources they believe reliable, but that the accuracy and completeness of such information is not<br />
guaranteed and that the projections they contain are based on a number of significant assumptions. The Issuer<br />
has relied on the accuracy of such data and statements without carrying out an independent verification thereof<br />
and therefore cannot guarantee their accuracy and completeness. Furthermore, Issuer believes that its<br />
management’s estimates and assessments are accurate and reliable; however, they have not been verified by<br />
independent external professionals. Consequently, the Issuer can guarantee neither their accuracy and<br />
completeness nor that estimates or projections made by another entity relying on other methods of collecting,<br />
analysing and assessing market data would be the same as the Issuer’s.<br />
Save where required by mandatory provisions of laws, the Issuer does not intend and does not undertake to<br />
update market, economic or industry data, statistics and forecasts contained in this Prospectus. Industry trends<br />
may change or significantly differ from the ones projected in this Prospectus. Therefore investors should be<br />
aware that estimates made in this Prospectus may not be relied upon as indicatives of our future performances<br />
and actual trends.<br />
In this Prospectus, the Issuer makes certain statements regarding its competitive position, growth and market<br />
leadership. The Issuer believes these statements to be true based on market data and industry statistics regarding<br />
the competitive position of certain of the Group’s competitors. In presenting the overview of the Issuer’s<br />
competitive position in the relevant markets, the Issuer also relied on management’s assessments and analysis of<br />
such competitive position. In making such assessments and analysis the management has used market<br />
information collected by its own employees and advisors for such purpose, either available on the basis of public<br />
information or derivable from the same.<br />
Documents Incorporated by Reference<br />
No documents or content of any website are incorporated by reference in this Prospectus.<br />
192
Forward-looking Statements<br />
Some of the statements in some of the sections in this Prospectus include forward-looking statements which<br />
reflect the Issuer’s current views with respect to future events and financial performance of its Group. Such<br />
forward-looking statements can be identified by the use of forward-looking terminology, including the terms<br />
such as “believes”, “expects”, “estimates”, “anticipates”, “intends”, “plans”, “may”, “will”, “should”, “would”,<br />
“could” or, in each case, their negatives or other variations or comparable terms. All statements other than<br />
statements of historical facts included in this Prospectus are forward-looking statements. Such items in this<br />
Prospectus include, but are not limited to, statements under “Risk Factors”, “Business”, “Industry Overview” and<br />
“Operating and Financial Review”.<br />
By their nature, forward-looking statements involve known and unknown risk and uncertainty, and other factors<br />
that may cause the Group’s actual results, performances and achievements to differ materially from any future<br />
results, performances, achievements or developments expressed in or implied by such forward-looking<br />
statements. The Issuer has based these forward-looking statements on numerous assumptions regarding the<br />
Group‘s present and future business strategies, the Group’s current expectations and projections about future<br />
events and the environment in which the Group will operate in the future. These forward-looking statements are<br />
subject to risks, uncertainties and assumptions about the <strong>Eco</strong> <strong>Baltia</strong> Group, including, among other things:<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
the Group’s ability to develop and expand its business;<br />
the Group’s ability to keep up with new technologies and expand into new markets;<br />
the Group’s and the Group Companies’ ability to control their costs;<br />
the Group’s future capital spending and availability of financial resources to finance capital spending;<br />
political and economic conditions in the countries in which the Group Companies operate;<br />
volatility in the world’s securities markets;<br />
the effects of regulation (including tax regulations) in Latvia and other countries in which the Group<br />
Companies operate.<br />
The forward-looking statements speak only as at the date of this Prospectus. The Issuer expressly disclaims any<br />
obligation or undertaking to release publicly any updates or revisions to any forward-looking statements<br />
contained herein, whether to reflect any new information, future events, any change in expectations with regard<br />
thereto or any change in events, conditions or circumstances on which any such statements is based, except as<br />
required by law, including under the Latvian Financial Instrument Market Law and the Polish Public Offerings<br />
Act.<br />
In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Prospectus<br />
might not occur. Any statements regarding past trends or activities should not be taken as a representation that<br />
such trends or activities will continue in the future.<br />
Prospective investors are cautioned not to place undue reliance on such forward-looking statements,<br />
which are based on facts known to the Issuer only as at the date of this Prospectus.<br />
Documents Available for Inspection<br />
Copies of the following documents will, when published, be available for inspection free of charge during usual<br />
business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the<br />
<strong>Company</strong> from the date of this Prospectus throughout its validity period:<br />
<br />
<br />
<br />
the most recent version of the Articles of Association;<br />
Consolidated Financial Statements;<br />
Condensed Consolidated Interim Financial Statements;<br />
193
Pro Forma Financial Information;<br />
this Prospectus (including a summary translated into the Polish and Latvian languages) and supplements<br />
thereto, if any;<br />
copies of all corporate resolutions mentioned in this Prospectus.<br />
Moreover, the following documents will be available through the <strong>Company</strong>’s website (www.ecobaltia.lv):<br />
<br />
<br />
this Prospectus, together with a summary translated into the Polish and Latvian languages, and<br />
supplements thereto, if any;<br />
the most recent version of the Articles of Association.<br />
194
FINANCIAL INFORMATION<br />
Consolidated Financial Statements .................................................................................................................F-2<br />
Condensed Consolidated Interim Financial Statements..............................................................................F-53<br />
Pro Forma Financial Information.................................................................................................................F-86<br />
F-1
Eko Baltija Group<br />
Consolidated Annual Report<br />
for the years ended 31 December 2011, 2010 and 2009<br />
(according to International Financial Reporting Standards<br />
as adopted by the EU)<br />
Riga, 23 April 2012<br />
F-2
EKO BALTIJA GROUP<br />
MANAGEMENT REPORT<br />
MANAGEMENT REPORT<br />
The Management Board of SIA Eko Baltija presents the management report and consolidated financial statements<br />
of Eko Baltija Group (hereinafter The Group) for the financial years ended 31 December 2011, 2010 and 2009.<br />
The companies included in consolidation are: Eko Baltija SIA, Eko Kurzeme SIA, PET Baltija AS, Nordic Plast<br />
SIA, Eko Rīga SIA, Jūrmalas ATU SIA, Kurzemes Ainava SIA, Eko Reverss SIA, Latvijas Zaļais Punkts AS ,<br />
Vaania SIA and Jumis SIA (the Group).<br />
The Group is the largest vertically integrated multi-service waste management group in the Baltics in terms of<br />
turnover, consisting of companies that operate in four different waste management segments, providing wide<br />
variety of services, starting from (i) organisation of waste recovery, (ii) waste collection, (iii) recyclables sorting<br />
and trading, and finally (iv) recycling. The Group is market leader in Latvia in organisation of waste recovery<br />
segment in terms of market share and turnover and the Group is the second largest waste collector in Latvia in<br />
terms of turnover and the leader in terms of geographical coverage. The Group collects waste in cities and<br />
surrounding regions of Riga, Liepaja, Talsi, Tukums, Jurmala and Sigulda. The Group also holds large market<br />
share in terms of volume in recyclables sorting and trading segment in the Baltics. Moreover, the Group has an<br />
unrivalled position in polyethylene terephthalate (“PET”) bottle and polyethylene (“PE”) recycling segments in<br />
the Baltics in terms of amount of recycled material and turnover. The Group has a long lasting cooperation with<br />
all key customers and municipalities<br />
BUSINESS REVIEW<br />
2011 is the 5th year when consolidation is prepared and the Eko Baltija Group finished it with a profit of LVL 3.2<br />
million (2010: 1.54 million lats profit). The net turnover of the Group in 2011 was 26.6 million lats (2010: 21.1<br />
million LVL). The management of the Group considers the financial results being satisfactory.<br />
The structure of shareholders of Eko Baltija Ltd. has changed in 2011. Merger with Polignac Ltd. has been<br />
completed in October 2011. As the result, proportion of shareholding among Gamar Holding Ltd., E-Somtax<br />
Invest LLP and limited partnership Otrais Eko fonds has been established as 42/42/16% in October 2011. In<br />
October 2011 42% of shares owned by Gamar Holding Ltd. have been acquired by Eko SPV Ltd.<br />
Legal reorganization process of several Group companies took place: Merger of Eko Kurzeme Ltd. and Sikari Ltd.<br />
has been finalized, merger of Kurzemes ainava Ltd. and Tukuma Ainava Ltd. has been started and will be finished<br />
in April 2012.<br />
Several share purchase transactions between Group companies have been concluded in 2011: AG Inter Ltd.<br />
(owned by Kurzemes ainava Ltd.) has been sold to Mr. Arnis Ruža; Eko Baltija Ltd. has acquired 204 shares of<br />
Latvijas Zaļais Punkts JSC from Ullus Limited; Eko Baltija Ltd. has acquired 3721 shares of PET Baltija JSC<br />
from Latvijas Zaļais Punkts JSC.<br />
In 2011 the Group continued to grow the business of the waste management companies in Latvia by strengthening<br />
and expanding the market share of group companies and in the secondary raw material processing and recycling<br />
market.<br />
In the reporting year the Group companies have participated in a number of municipality organized tenders on<br />
street cleaning and city area maintenance, household waste collection and transportation in Jūrmala, Tukums,<br />
Liepāja, Mārupe, Inčuklans and Riga. The Group’s waste collection companies have collected more than 80 000<br />
tons of household waste increasing the total amount by 10% comparing to previous year. Nordic Plast Ltd.<br />
considerably improved result by introducing new, competitive products on the market. PET Baltija JSC achieved<br />
record high financial results on the back of increasing production volumes. Both factories produced 20 800 tons of<br />
products, improving the total output by 20%. Latvian Environmental Protection Fund Administration at the end of<br />
2010 has accepted improved management plans submitted by JSC „Latvijas Zaļais punkts” (LZP) and concluded<br />
a cooperation agreement with LZP for realization of plans for 3 years; therefore the clients of LZP have received<br />
the natural resource tax exemption until the 31st of December, 2013, and that allows the Group to plan its longterm<br />
development. In 2011 LZP have increased availability of separate waste collection in Latvia and now it is<br />
available to 75% of population. With support of LZP, 63 separate collection sites are available to general public in<br />
the territory of Latvia.<br />
F-3
SHARE CAPITAL<br />
The Parent company’s registered and paid up capital equals LVL 150 thousand, that consists of 150 shares.<br />
Nominal value per share is LVL 1 thousand.<br />
Eko Baltija Ltd. shareholders as of 31 December 2011 are as follows:<br />
Shareholders 31/12/2011<br />
LVL’000<br />
150,000 ordinary shares of LVL 1 thousand each<br />
1. E-SomTAX Invest LLP (Great Britain), 42% (2010:26.0%) 63<br />
2. KS 2 Eko Fonds, 16% (2010:10.0%) 24<br />
3. SIA Eko SPV, 42%; from 18.10.2011 63<br />
150<br />
MANAGEMENT BOARD RESPONSIBILITY FOR THE ANNUAL REPORT<br />
The Management Board is responsible for the preparation of the financial statements of the Group. The financial<br />
statements fairly present the financial position of the Group as at the end of the reporting years, and the results of<br />
its operations and cash flows during the reporting years.<br />
The Management Board confirms that appropriate accounting principles were applied consistently in the<br />
preparation of the 2011, 2010 and 2009 financial statements set out on pages 9 to 52, and that prudence was<br />
exercised in making estimates and forecasts. The Management Board confirms that International Financial<br />
Reporting Standards for the preparation of financial reports and Latvian legislation were complied with, and that<br />
the financial statements were prepared on a going concern basis.<br />
The Management Board is responsible for maintaining proper accounting records, for taking reasonable steps to<br />
safeguard the assets of the company, and to prevent and detect any fraud or other irregularities.<br />
RISK MANAGEMENT<br />
Eko Baltija Ltd. and its Group companies follow the market development and plan the operations in order to<br />
identify the possible risks which could prevent the Companies to achieve the set goals. The constant follow up on<br />
financial resources safeguards the possibility of the Group to settle all obligations in due time.<br />
SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD<br />
There have been no events after the end of the reporting period date that could materially affect the financial<br />
statements of Eko Baltija Group for the reporting year ended 31 December 2011.<br />
FUTURE DEVELOPMENT OF THE PARENT COMPANY EKO BALTIJA AND SUBSIDIARIES<br />
The Group is planning further expansion in the fields of organisation of waste recovery, waste collection,<br />
recyclables sorting and trading, and recycling.<br />
Planned merger of offices in Riga will help to develop stronger organization with common targets, determined<br />
management and motivated employees.<br />
The Group is planning considerable investments to improve efficiency of existing business, development of new<br />
products and geographical expansion.<br />
F-4
AUDITORS<br />
F-5
EKO BALTIJA GROUP<br />
SUPERVISORY COUNCIL<br />
SUPERVISORY COUNCIL<br />
Chairman of the Council Eduards Ekarts (since 24.05.2010.)<br />
Deputy Chairman of the Council Raitis Maurāns (since 30.11.2011.)<br />
Sveinn Hannesson (till 30.11.2011.)<br />
Council members Lelde Vītiņa (since 30.11.2011.)<br />
Raimonds Ozols (till 30.11.2011.)<br />
Eduards Ekarts (till 24.05.2010.)<br />
Sveinn Hannesson (till 24.05.2010.)<br />
F-6
EKO BALTIJA GROUP<br />
MANAGEMENT BOARD<br />
MANAGEMENT BOARD<br />
Chairman of the Board Māris Simanovičs (since 26.04.2007.)<br />
Board members Viesturs Tamužs (since 15.12.2006.)<br />
Undīne Būde (since 26.04.2007.)<br />
Petur Valdimarsson (till 30.11.2011.)<br />
Gunnar Bragason (till 30.11.2011.)<br />
F-7
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
F-8
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME<br />
Notes 2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Net sales 1 26 595 21 088 13 851<br />
Cost of sales 2 (19 354) (15 079) (10 174)<br />
Gross profit 7 241 6 009 3 677<br />
Selling expenses 3 (325) (484) (323)<br />
Administrative expenses 4 (2 932) (2 629) (2 682)<br />
Other operating income 5 284 236 191<br />
Other operating expenses 6 (287) (807) (1 007)<br />
Write-off of long-term financial investments 7 - (19) -<br />
Interest income and similar income 8 70 18 55<br />
Interest expenses and similar expenses 9 (324) (280) (257)<br />
Other taxes 10 (5) (5) (6)<br />
Profit before corporate income tax 3 722 2 039 (352)<br />
Corporate income tax for the reporting year 11 (211) (248) (103)<br />
Deferred income tax 11 (133) 3 (60)<br />
Current year profit/ (loss) and comprehensive income 3 378 1 794 (515)<br />
Attributable to:<br />
Owners of the parent 3 203 1 539 (498)<br />
Non-controlling interests (175) (255) 17<br />
F-9
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
CONSOLIDATED STATEMENT OF FINANCIAL POSITION<br />
Notes<br />
31 December 31 December 31 December<br />
2011<br />
2010<br />
2009<br />
LVL’000 LVL’000 LVL’000<br />
ASSETS<br />
Non-current assets<br />
Goodwill 12 5 056 5 238 6 121<br />
Intangible assets 15 40 35 30<br />
Property, plant and equipment 16 5 662 5 839 6 640<br />
Investments in subsidiaries and associates 13, 14 2 2 -<br />
Long-term loans and receivables 17 - 404 138<br />
Other financial assets 18 140 68 5<br />
Total non-current assets 10 900 11 586 12 934<br />
Current assets<br />
Inventories 19 1 459 1 057 693<br />
Trade and other receivables 20 1 626 1 731 1 502<br />
Loans to related companies 21 1 852 - -<br />
Other short-term receivables 22 1 546 1 874 1 399<br />
Corporate income tax 116 101 176<br />
Other short-term financial investment 23 1 159 82<br />
Cash and cash equivalents 24 966 859 813<br />
Total current assets 7 566 5 781 4 665<br />
Total assets 18 466 17 367 17 599<br />
F-10
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
CONSOLIDATED STATEMENT OF FINANCIAL POSITION<br />
Notes<br />
31 December 31 December 31 December<br />
2011<br />
2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
EQUITY AND LIABILITIES<br />
Capital and reserves<br />
Share capital 25 150 150 150<br />
Share premium 5 442 5 442 5 442<br />
Reorganization reserve 25 (4 625) - -<br />
Retained earnings /(losses) 4 072 591 (944)<br />
Equity attributed to the shareholders 5 039 6 183 4 648<br />
Non-controlling interests 1 080 1 806 1 550<br />
Total equity 6 119 7 989 6 198<br />
Non-current liabilities<br />
Interest bearing borrowings 26 5 556 736 2 689<br />
Finance lease liabilities 27 1 085 1 876 2 541<br />
Liabilities to related companies 28 - - 158<br />
Deferred tax liabilities 11 317 184 187<br />
Other liabilities 31 - - 183<br />
Other provisions - 51 51<br />
Deferred income 29 182 180 300<br />
Total non-current liabilities 7 140 3 027 6 109<br />
Current liabilities<br />
Trade and other payables 30 999 880 816<br />
Interest bearing borrowings 26 2 392 3 124 1 979<br />
Finance lease liabilities 27 595 935 1 018<br />
Deferred income and customer prepayments 29 215 167 177<br />
Corporate income tax liabilities 11 43 113 20<br />
Tax liabilities 31 246 411 254<br />
Other liabilities 32 717 721 1 028<br />
Total current liabilities 5 207 6 351 5 292<br />
Total liabilities 12 347 9 378 11 401<br />
Total equity and liabilities 18 466 17 367 17 599<br />
F-11
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY<br />
ATTRIBUTABLE TO EQUITY HOLDERS OF THE<br />
COMPANY<br />
Share<br />
capital<br />
Share<br />
premium<br />
Reorganization<br />
reserve<br />
Retained<br />
earnings<br />
(losses)<br />
Noncontrolling<br />
interest<br />
Total<br />
equity<br />
LVL’000 LVL’000 LVL’000 LVL’000<br />
Year ended 31 December 2009<br />
Balance at 1 January 2009 125 - 345 (55) 181 596<br />
Other comprehensive income - - - - - -<br />
Increase in share capital 25 - - - - 25<br />
Share premium - 5 442 - - - 5 442<br />
Changes in reserves ** - - (345) - - (345)<br />
Changes in retained earnings ** - - - (391) - (391)<br />
Changes in non-controlling interest - - - - 1 386 1 386<br />
Net profit for the year 2009 - - - (498) - (498)<br />
Non-controlling interest in current - - - - (17) (17)<br />
year profit<br />
Balance at 31 December 2009 150 5 442 - (944) 1 550 6 198<br />
Year ended 31 December 2010<br />
Balance at 1 January 2010 150 5 442 - (944) 1 550 6 198<br />
Changes in retained earnings - - - (4) 1 (3)<br />
Net profit for the year 2010 - - - 1 539 - 1 539<br />
Non-controlling interest in current - - - - 255 255<br />
year profit<br />
Balance at 31 December 2010 150 5 442 - 591 1 806 7 989<br />
Year ended 31 December 2011<br />
Balance at 1 January 2011 150 5 442 - 591 1 806 7 989<br />
Changes in reserves* - - (4 625) - - (4 625)<br />
Changes in retained earnings ** - - - 278 - 278<br />
Changes in non-controlling interest - - - - (901) (901)<br />
**<br />
Net profit for the year 2011 - - - 3 203 - 3 203<br />
Non-controlling interest in current - - - - 175 175<br />
year profit<br />
Balance at 31 December 2011 150 5 442 (4 625) 4 072 1 080 6 119<br />
*Reorganization of Eko Baltija SIA and Polignac SIA (Note 25 (b))<br />
**See NOTE 25 (c)<br />
F-12
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
CONSOLIDATED STATEMENT OF CASH FLOWS<br />
Notes 2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Operating activities<br />
Profit before tax 3 722 2 039 (352)<br />
Adjustments for:<br />
Depreciation, amortisation and impairment loss 1 347 1 414 1 446<br />
Losses from write-off of financial investments - 20 63<br />
Impairment of goodwill - 656 823<br />
Changes in provisions 105 29 4<br />
Gain on disposal of assets - net (5) 14 4<br />
Interest income (68) (20) (59)<br />
Interest expenses 320 277 253<br />
Income from associates (583) - (1 754)<br />
Foreign exchange difference 3 - 8<br />
Operating profit before working capital changes 4 841 4 429 436<br />
Decrease / (increase) in trade and other receivables (1 075) (634) 1 097<br />
(Increase) in inventories (401) (376) (118)<br />
Increase /(decrease) in trade and other payables 2 048 (405) (101)<br />
Cash generated from operations 5 413 3 014 1 314<br />
Interest received 6 8 31<br />
Interest paid (278) (233) (259)<br />
Corporate income tax paid (148) (89) (144)<br />
Property tax expenses (4) (6) (6)<br />
Net cash from operating activities 4 989 2 694 936<br />
Investing activities<br />
Purchase of property, plant and equipment (1 157) (490) (178 )<br />
Proceeds from sale of property, plant, equipment and investments 8 (8) 17<br />
Investments in capital shares 93 (1) 20<br />
Cash income from shares in associated companies 7 - 660<br />
Payments for financial investments 88 (142) (80)<br />
Loans granted (7 022) (287) (938)<br />
Income from repayment of loans 118 4 447<br />
Interest income 101 6 10<br />
Net cash used in investing activities (7 764) (918) (42 )<br />
Financing activities<br />
Dividends paid - - (1)<br />
Proceeds from issue of share capital (21) - (613)<br />
Loans received 9 199 185 2 114<br />
Interest paid (48) (52) (15)<br />
Repayment of amounts borrowed (5 470) (1 128) (1 046)<br />
Finance lease payments (775) (735) (539)<br />
Net cash used in financing activities 2 885 (1 730) (100)<br />
Profit or loss from currency fluctuation (3) - (3)<br />
Net increase in cash and cash equivalents 107 46 791<br />
Cash and cash equivalents at the beginning of the year 859 813 22<br />
Cash and cash equivalents at the end of the year 24 966 859 813<br />
F-13
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
GENERAL INFORMATION<br />
The principal activities of Eko Baltija Group (The Group) are the provision of waste management services. The<br />
Group is the largest vertically integrated multi-service waste management group in the Baltics in terms of<br />
turnover, consisting of companies that operate in four different waste management segments, providing wide<br />
variety of services, starting from (i) organisation of waste recovery, (ii) waste collection, (iii) recyclables sorting<br />
and trading, and finally (iv) recycling. The number of employees of the Group at the end of the period was 451.<br />
The ultimate controlling party of the Group are three private individuals - Mr.Māris Simanovičs, Mr. Viesturs<br />
Tamužs, Mrs. Undīne Būde.<br />
The Parent company of the Group, SIA Eko Baltija (further - Eko Baltija) was incorporated on 12 February, 2002.<br />
The name of the company initially was “LZP 1” SIA. In September 2007 it was changed to Eko Baltija SIA. It<br />
was the period when development of Eko Baltija Group has started.<br />
At the end of 2011 there were 6 wholly owned subsidiaries of the “Eko Kurzeme” SIA, “PET Baltija” AS,<br />
“Nordic Plast” SIA, “Eko Rīga” SIA, “Jūrmalas ATU” SIA, “Kurzemes Ainava” SIA, and partly owned 2<br />
subsidiaries – “Latvijas Zaļais punkts” AS and “Vaania” SIA. Eko Baltija indirectly owned “Eko Reverss” SIA,<br />
that is the wholly owned subsidiary by “Latvijas Zaļais punkts” AS, the main activities of which are recyclables<br />
sorting and trading. Eko Baltija also indirectly owned “Jumis” PSIA, on concession rights owned subsidiary of<br />
“Vaania” SIA, the main activities of which are waste collection.<br />
SIA "Eko Kurzeme” was founded on 28 April 2003 (legal address: Ezermalas iela 11, Liepaja, LV 3400). The<br />
principal activity is waste management. It was acquired by Eko Baltija Group in February 2009. The company<br />
was reorganized in May 2011, whereby it took over its subsidiary company “Sikari SIA”.<br />
“Sikari” SIA was founded on 1 July 2003 (legal address: Ezermalas iela 11, Liepāja, LV 3400). The principal<br />
activity is waste management. It was acquired by Eko Baltija Group in February 2009. The company was<br />
reorganized in May 2011 whereby it was merged with its parent company “Eko Kurzeme” SIA.<br />
SIA “Eko Rīga” was founded on 27 February 2004 (legal address: Uriekstes iela 2a, Rīga, LV-1005). SIA „Eko<br />
Rīga” is the operator for collection of municipal waste, used packaging and construction waste performing its<br />
activities in Riga and Riga territory. The company offers collection of domestic waste, used packaging and<br />
construction waste to legal and physical persons. “Eko Rīga” was acquired by the Group in 2007.<br />
“Nordic Plast” SIA was founded on 24 May 2000 (legal address: Rūpnīcu iela 4, Olaine; LV-2114). SIA „Nordic<br />
Plast” basic activity is recycling of secondary raw material - polyethylene. “Nordic Plast” was acquired by Eko<br />
Baltija Group in 2007.<br />
“PET Baltija“ AS was founded on 2 January 2003.(legal address: Aviācijas iela 18, Jelgava, LV 3004). The<br />
company deals with recycling of used PET bottles. The company was acquired by the Eko Baltija Group in 2007.<br />
“PET Baltija AS” owns 10% shares in its associated company “EKO PET SIA”, the registered basic activities of<br />
which include sorted materials and secondary raw materials recycling services.<br />
SIA “Jūrmalas ATU” was founded on 20 September 1996 (legal address: Slokas iela 69b, Jūrmala, LV- 2015).<br />
The basic activities of SIA “Jūrmalas ATU ” are road transport services, collection and disposal of dry and liquid<br />
waste, street cleaning and city area maintenance. It was acquired by Eko Baltija group in 2009.<br />
SIA “Kurzemes Ainava” was foundedon 9 October 2002.(legal address: Dienvidu iela 2, Tukums, LV 3101). The<br />
company is specializing in the sphere of waste management. It was acquired by Eko Baltija Group in 2009. The<br />
company was reorganized. It took over its parent company “Tukuma Ainava” SIA.<br />
SIA “Tukuma Ainava” was founded on 3rd February 1999 (legal address: Dienvidu iela 2, Tukums, LV 3101).<br />
The basic activity is to provide communal services to Tukums area Council in the town Tukums. It was acquired<br />
by the “Eko Baltija” Group in 2009. The company was reorganized in 2011. It was joined with its subsidiary<br />
“Kurzemes Ainava” SIA.<br />
F-14
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
“Vaania” SIA was founded on 15 May 2003 (legal addess: R.Blaumaņa iela 10, Sigulda, LV-2150). The basis<br />
activity of the company is lease of trucks and waste containers. On the basis of a concession agreement the<br />
company has the rights to the management of “PSIA Jumis”. The company was acquired by “Eko Baltija” Group<br />
in 2007.<br />
“PSIA Jumis” was founded on 5 December 1991 (legal address: Blaumaņa iela 10, Sigulda, LV-2150). The basic<br />
activities of the company “PSIA JUMIS” are management of dry municipal waste and used packaging, collection<br />
of construction and bulky waste, lease of production premises and others. On the basis of a concession agreement<br />
the right to manage the company belongs to SIA “Vaania”. The company was acquired by Eko Baltija Group in<br />
2007.<br />
„Latvijas Zaļais punkts” AS was founded on 11 January 2000 (legal address: Baznīcas iela 20/22, Rīga, LV 1001).<br />
AS „Latvijas Zaļais punkts” (LZP) in conformity with the agreements for cooperation entered into with the<br />
Environment Ministry of the Republic of Latvia is introducing and implementing the manufacturers’<br />
responsibility systems in the field of packaging waste, electric and electronic equipment waste (EEE) as well as,<br />
environmentally hazardous waste products management in Latvia. “LZP” acquired 100% shares of “Eko Reverss”<br />
SIA in 2007. “LZP” was acquired by the Eko Baltija Group in 2007.<br />
“Eko Reverss” was founded on 23 March 2001 (legal address: Nautrānu iela 12, Rīga, LV-1079). SIA „Eko<br />
Reverss” is a company servicing secondary raw materials collection systems operating in Latvia and cooperating<br />
with other companies in the Baltic States in the field of collection and recycling of secondary raw materials. The<br />
company offers the services of separated collection of waste for municipalities and legal persons. Its parent<br />
company is “Latvijas Zaļais punkts” AS. The company was acquired by Eko Baltija Group in 2007.<br />
“AG Inter” SIA was founded on 21 May 1998 (legal address: Dienvidu iela 2, Tukums, LV 3101). The principal<br />
activity is waste management. “Kurzemes Ainava” SIA was the company’s parent company. The company was<br />
acquired by Eko Baltija Group in 2009. The company shares were sold in the end of year 2011 and it is not<br />
consolidated in year 2011.<br />
“Martell SIA” was founded on 8 April 2011 (legal address: Dārza iela 2, Rīga, LV 1007). The registered basic<br />
activity of the company is management of real estate. The company has not yet started its activities. The company<br />
is not consolidated.<br />
“EKO PET” SIA was founded on 15 October 2009 (legal address: Dārza iela 2, Rīga, LV 1007). The registered<br />
basic activity of the company is sorted materials and secondary raw materials recycling services. “PET Baltija”<br />
AS owns 10 % of “Eko PET” SIA equity. The company has not yet started its activities. The company is not<br />
consolidated.<br />
F-15
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
STATEMENT OF ACCOUNTING POLICIES<br />
(a) Basis of preparation<br />
These are Group`s first consolidated financial statements that have been prepared in accordance with and comply<br />
with International Financial Reporting Standards as adopted by EU (IFRS) and Interpretations issued by its<br />
International Financial Reporting Interpretations Committee (IFRIC) as endorsed by the European Union.<br />
The accounting policies set out in notes b) to t) have been applied in preparing the financial statements for the<br />
year ended 31 December 2011, the comparative information presented in these financial statements for the years<br />
ended 31 December 2010 and 2009 and in the preparation of an opening IFRS balance sheet at 1 January 2009<br />
(the Group’s date of transition to IFRSs).<br />
A number of new standards, amendments to standards and interpretations, which are not yet effective for the year<br />
ended 31 December 2011, have not been applied in preparing these consolidated statements:<br />
<br />
<br />
Amendments to IFRS 7 Disclosures - Transfers of Financial Assets (effective for annual periods<br />
beginning on or after 1 July 2011). The amendment requires additional disclosures in respect of risk<br />
exposures arising from transferred financial assets. The amendment includes a requirement to disclose by<br />
class of asset the nature, carrying amount and a description of the risks and rewards of financial assets<br />
that have been transferred to another party yet remain on the entity's balance sheet. Disclosures are also<br />
required to enable a user to understand the amount of any associated liabilities, and the relationship<br />
between the financial assets and associated liabilities. Where financial assets have been derecognised but<br />
the entity is still exposed to certain risks and rewards associated with the transferred asset, additional<br />
disclosure is required to enable the effects of those risks to be understood. The Group does not expect the<br />
amendments to have any material effect on its financial statements.<br />
IFRS 9 Financial Instruments Part 1: Classification and Measurement, issued in November 2009 with<br />
amendments issued in October 2010, as well as further issued amendments of IFRS 9 and IFRS 7 in<br />
December 2011 (effective for annual periods beginning on or after 1 January 2015; not yet adopted by<br />
the EU). IFRS 9 replaces those parts of IAS 39 relating to the classification and measurement of financial<br />
assets. IFRS 9 was further amended in October 2010 to address the classification and measurement of<br />
financial liabilities. Amendments made in December 2011 to IFRS 9 and IFRS 7 Mandatory Effective<br />
Date and Transition Disclosures determines that the effective date of IFRS 9 is annual periods beginning<br />
on or after 1 January 2015, and modifies the relief from restating comparative periods and the associated<br />
disclosures in IFRS 7.<br />
Key features are as follows:<br />
- Financial assets are required to be classified into two measurement categories: those to be<br />
measured subsequently at fair value, and those to be measured subsequently at amortised cost. The<br />
decision is to be made at initial recognition. The classification depends on the entity’s business model for<br />
managing its financial instruments and the contractual cash flow characteristics of the instrument.<br />
- An instrument is subsequently measured at amortised cost only if it is a debt instrument and both<br />
(i) the objective of the entity’s business model is to hold the asset to collect the contractual cash flows,<br />
and (ii) the asset’s contractual cash flows represent only payments of principal and interest (that is, it has<br />
only “basic loan features”). All other debt instruments are to be measured at fair value through profit or<br />
loss.<br />
- All equity instruments are to be measured subsequently at fair value. Equity instruments that are<br />
held for trading will be measured at fair value through profit or loss. For all other equity investments, an<br />
irrevocable election can be made at initial recognition, to recognise unrealised and realised fair value<br />
gains and losses through other comprehensive income rather than profit or loss. There is to be no<br />
recycling of fair value gains and losses to profit or loss. This election may be made on an instrument-byinstrument<br />
basis. Dividends are to be presented in profit or loss, as long as they represent a return on<br />
investment.<br />
- Most of the requirements in IAS 39 for classification and measurement of financial liabilities<br />
were carried forward unchanged to IFRS 9. The key change is that an entity will be required to present<br />
F-16
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
the effects of changes in own credit risk of financial liabilities designated as at fair value through profit<br />
or loss in other comprehensive income.<br />
The Group is considering the implications of the standard, the impact on the Group and the timing of its<br />
adoption by the Group.<br />
<br />
IFRS 10, IFRS 11, IFRS 12, IAS 27 (as revised in 2011) and IAS 28 (as revised in 2011): a package of<br />
five Standards on consolidation, joint arrangements, associates and disclosures issued in May 2011<br />
effective for annual periods beginning on or after 1 January 2013; not yet adopted by the EU). Earlier<br />
application is permitted provided that all of these five standards are applied early at the same time. Key<br />
requirements of these five Standards are described below.<br />
- IFRS 10 replaces the parts of IAS 27 Consolidated and Separate Financial Statements that deal<br />
with consolidated financial statements. SIC-12 Consolidation – Special Purpose Entities has been<br />
withdrawn upon the issuance of IFRS 10. Under IFRS 10, there is only one basis for consolidation, that is<br />
control. In addition, IFRS 10 includes a new definition of control that contains three elements: (a) power<br />
over an investee, (b) exposure, or rights, to variable returns from its involvement with the investee, and<br />
(c) the ability to use its power over the investee to affect the amount of the investor's returns. Extensive<br />
guidance has been added in IFRS 10 to deal with complex scenarios.<br />
- IFRS 11 replaces IAS 31 Interests in <strong>Joint</strong> Ventures. IFRS 11 deals with how a joint<br />
arrangement of which two or more parties have joint control should be classified. SIC-13 <strong>Joint</strong>ly<br />
Controlled Entities – Non-monetary Contributions by Venturers has been withdrawn upon the issuance of<br />
IFRS 11. Under IFRS 11, joint arrangements are classified as joint operations or joint ventures,<br />
depending on the rights and obligations of the parties to the arrangements. In contrast, under IAS 31,<br />
there are three types of joint arrangements: jointly controlled entities, jointly controlled assets and jointly<br />
controlled operations. In addition, joint ventures under IFRS 11 are required to be accounted for using<br />
the equity method of accounting, whereas jointly controlled entities under IAS 31 can be accounted for<br />
using the equity method of accounting or proportionate accounting.<br />
- IFRS 12 is a disclosure standard and is applicable to entities that have interests in subsidiaries,<br />
joint arrangements, associates and/or unconsolidated structured entities. In general, the disclosure<br />
requirements in IFRS 12 are more extensive than those in the current standards.<br />
The Group does not consider that the issued five standards would have material impact on financial<br />
statements.<br />
IFRS 13 Fair Value Measurement (effective for annual periods beginning on or after 1 January 2013,<br />
with earlier application permitted; not yet adopted by the EU). IFRS 13 establishes a single source of<br />
guidance for fair value measurements and disclosures about fair value measurements. The Standard<br />
defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair<br />
value measurements. The scope of IFRS 13 is broad; it applies to both financial instrument items and<br />
non-financial instrument items for which other IFRSs require or permit fair value measurements and<br />
disclosures about fair value measurements, except in specified circumstances. In general, the disclosure<br />
requirements in IFRS 13 are more extensive than those required in the current standards. The Group<br />
currently is assessing the implications of the standard, the impact on the Group and the timing of its<br />
adoption by the Group.<br />
<br />
<br />
Amendment to IAS 12 Deferred Tax: Recovery of Underlying Assets (effective for annual periods<br />
beginning on or after 1 January 2012; not yet adopted by the EU). The amendment introduces an<br />
exception to the existing principle for the measurement of deferred tax assets or liabilities arising on<br />
investment property measured at fair value. The Group is currently assessing the impact of the amended<br />
standard on its financial statements.<br />
Amendment to IFRS 1 Severe hyperinflation and removal of fixed dates for first-time adopters (effective<br />
for annual periods beginning on or after 1 July 2011; not yet adopted by the EU). The amendments will<br />
provide relief for first-time adopters of IFRSs from having to reconstruct transactions that occurred<br />
before their date of transition to IFRSs, and guidance for entities emerging from severe hyperinflation<br />
either to resume presenting IFRS financial statements or to present IFRS financial statements for the first<br />
time. The Group does not expect the amendments to have any material effect on its financial statements.<br />
F-17
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
<br />
The amendments to IAS 1 Presentation of Items of Other Comprehensive Income (effective for annual<br />
periods beginning on or after 1 July 2012; not yet adopted by the EU). The amendments retain the option<br />
to present profit or loss and other comprehensive income in either a single statement or in two separate<br />
but consecutive statements. However, the amendments to IAS 1 require additional disclosures to be made<br />
in the other comprehensive income section such that items of other comprehensive income are grouped<br />
into two categories: (a) items that will not be reclassified subsequently to profit or loss; and (b) items that<br />
will be reclassified subsequently to profit or loss when specific conditions are met. Income tax on items<br />
of other comprehensive income is required to be allocated on the same basis. The Group does not expect<br />
that amendments to have material impact on financial statements.<br />
The amendments to IAS 19 Employee Benefits (effective for annual periods beginning on or after 1<br />
January 2013 and require retrospective application with certain exceptions; not yet adopted by the EU).<br />
The amendments change the accounting for defined benefit plans and termination benefits. The most<br />
significant change relates to the accounting for changes in defined benefit obligations and plan assets.<br />
The amendments require the recognition of changes in defined benefit obligations and in fair value of<br />
plan assets when they occur, and hence eliminate the 'corridor approach' permitted under the previous<br />
version of IAS 19 and accelerate the recognition of past service costs. The amendments require all<br />
actuarial gains and losses to be recognised immediately through other comprehensive income in order for<br />
the net pension asset or liability recognised in the consolidated statement of financial position to reflect<br />
the full value of the plan deficit or surplus. The Group does not expect that amendments to have material<br />
impact on financial statements.<br />
<br />
<br />
<br />
The amendments to IFRS 7 Disclosures – Offsetting Financial Assets and Financial Liabilities (effective<br />
for annual periods beginning on or after 1 January 2014 and require retrospective application in order to<br />
have full comparability; not yet adopted by the EU). Information disclosure requirements related to the<br />
impact of offsetting financial assets and financial liabilities on financial position. New information<br />
disclosure requirements determines entities to present gross amounts, for which the offsetting rights<br />
apply, the amounts in accordance with applicable accounting standards and related net effect. The Group<br />
does not expect the amendments to have material impact on financial statements.<br />
The amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities (effective for annual<br />
periods beginning on or after 1 January 2014 and require retrospective application; not yet adopted by the<br />
EU). Amendments explain requirements in relation to offsetting of financial instruments. The Group does<br />
not expect the amendments to have material impact on financial statements.<br />
IFRIC Interpretation 20: Stripping Costs in the Production Phase of a Surface Mine (effective for annual<br />
periods beginning on or after 1 January 2013; not yet adopted by the EU). IFRIC does not apply to the<br />
Group.<br />
Except for the amendments to IFRS 7 Disclosures - Transfers of Financial Assets, the above mentioned changes<br />
have not been endorsed by EU yet.<br />
The directors do not anticipate that these amendments will have a significant effect on amounts reported in the<br />
consolidated financial statements.<br />
The amounts shown in these consolidated financial statements are derived from the Group companies’ accounting<br />
records, maintained in accordance with Latvian Accounting Regulations, appropriately reclassified for<br />
recognition, measurement and presentation in accordance with the IFRS as adopted by the EU. The consolidated<br />
financial statements are prepared under the historical cost convention except for the financial instruments<br />
(including derivative instruments) at fair value through profit or loss are measured at fair value.<br />
The functional currency of Eko Baltija and each of its subsidiaries and the reporting currency for these<br />
consolidated financial statements is the Latvian Lat. All amounts shown in these consolidated financial statements<br />
are presented in thousands of Latvian Lats (LVL) unless stated differently. Balances disclosed as at 31 December<br />
reflect the position as at the close of business on that date.<br />
(b) Estimates and judgements<br />
The preparation of consolidated financial statements in conformity with IFRS as adopted by the EU requires the<br />
management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and<br />
F-18
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
expenses, and disclosure of contingencies. The significant areas of estimation used in the preparation of the<br />
accompanying consolidated financial statements relate to revenue recognition, depreciation, allowance for bad<br />
debts and inventories, and impairment evaluation. Although these estimates are based on the management’s best<br />
knowledge of current events and actions, the actual results may ultimately differ from those estimates. The areas<br />
involving a higher degree of judgement or complexity are described below.<br />
(i) Useful lives for property, plant and equipment<br />
Asset useful lives are assessed annually and changed when necessary to reflect current thinking on their remaining<br />
lives in light of technological change, prospective economic utilisation and physical condition of the assets<br />
concerned.<br />
(ii) Inventories<br />
The Group performs estimates for calculation of net realisable values for slow-moving and obsolete inventories to<br />
determine the loss of decrease in the value of inventories. Typically net realisable values are determined for each<br />
position separately, if it is not possible historical experience is used to estimate possible loss.<br />
(iii) Revenue recognition<br />
Principles for revenue allocation are described in policy (n).<br />
(iv) Allowances for doubtful debts<br />
The Group makes allowances for doubtful accounts receivable. Estimates based on historical experience are used<br />
in determining the level of debts that management believes will not be collected (see Note 20).<br />
(v) Provisions<br />
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events,<br />
and it is probable that an outflow of resources embodying economic benefits will be required to settle the<br />
obligation, and a reliable estimate of the amount of the obligation can be made.<br />
Provisions are measured in the statement of financial position at the best estimate of the expenditure required to<br />
settle the present obligation at the end of the reporting period date. Provisions are used only for expenditures for<br />
which the provisions were originally recognised and are reversed if an outflow of resources is no longer probable.<br />
Provisions for restructuring costs include employee termination benefits and are recognised in the period when<br />
the Group takes on legal or logical obligations to pay out such expenses; when the Group has developed a<br />
detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out<br />
the restructuring by starting to implement the plan or announcing its main features to those affected by it. The<br />
measurement of a restructuring provision includes only the direct expenditures arising from the restructuring.<br />
(vi) Goodwill impairment<br />
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units<br />
to which goodwill has been allocated. The value in use calculation requires the directors to estimate the future<br />
cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate<br />
present value.<br />
The carrying amount of goodwill at 31 December 2011 was 5 056 LVL`000. Details of the impairment loss<br />
calculation are set out in note 12.<br />
(c) Basis of consolidation<br />
(i) Subsidiaries<br />
F-19
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
The consolidated financial statements include subsidiaries that are controlled by the Parent <strong>Company</strong>. Control is<br />
presumed to exist where more than a half of the subsidiary’s voting rights are controlled by the Parent <strong>Company</strong><br />
or it otherwise has the power to exercise control over the operating and financial policies so as to obtain benefits<br />
from its activities. Subsidiaries are consolidated from the date on which control is transferred to the Group and<br />
until the date that control ceases. The financial statements of the subsidiaries are prepared for the same reporting<br />
year as the Parent <strong>Company</strong>, using consistent accounting policies.<br />
The purchase method of accounting is used to account for the acquisition of subsidiaries [other than those<br />
acquired from parties under common control]. Identifiable assets acquired and liabilities and contingent liabilities<br />
assumed in a business combination are measured at their fair values at the acquisition date.<br />
The consideration transferred for the acquiree is measured at the fair value of the assets given up, equity<br />
instruments issued and liabilities incurred or assumed, including fair value of assets or liabilities from contingent<br />
consideration arrangements but excludes acquisition related costs such as advisory, legal, valuation and similar<br />
professional services. Transaction costs incurred for issuing equity instruments are deducted from equity;<br />
transaction costs incurred for issuing debt are deducted from its carrying amount and all other transaction costs<br />
associated with the acquisition are expensed.<br />
(ii) Associated companies<br />
Investments in associated companies are accounted for by the equity method and are recognised initially at cost.<br />
These are undertakings in which the Group holds from 20% to 50% of the voting rights and over which the Group<br />
exercises significant influence, but which it does not control.<br />
Equity method of accounting involves recognising in the profit or loss the Group’s share of the associate’s net<br />
profit or loss for the year and eliminating unrealised gains and unrealised losses on transactions between the<br />
Group and the associated undertaking to the extent of the Group’s interest in the associates. Dividends received<br />
from the associate reduce the carrying amount of the investment. The Group’s interest in the associate is carried in<br />
the statement of financial position at an amount that reflects its share of the net assets of the associate including<br />
any goodwill on acquisition. Investments in associated undertakings are reported as non-current assets in the<br />
Group’s consolidated statement of financial position.<br />
(iii) Transactions eliminated on consolidation<br />
The consolidated financial statements comprise the financial statements of the parent company and its subsidiaries<br />
as at 31 December 2011. All intra-group balances, income and expenses and unrealised gains and losses resulting<br />
from intra-group transactions are eliminated in preparing the consolidated financial statements. Unrealised gains<br />
arising from transactions with equity accounted investees are eliminated against the investment to the extent of the<br />
Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to<br />
the extent that there is no evidence of impairment.<br />
(d) Foreign currencies<br />
All transactions denominated in foreign currencies are translated into Lats at the Bank of Latvia rate of exchange<br />
prevailing on the day the transaction took place. Gains and losses resulting from the settlement of such<br />
transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are<br />
recognised in the profit or loss. At the end of year foreign currency monetary assets and liabilities are translated at<br />
the Bank of Latvia rate of exchange ruling at 31 December, and all associated exchange differences are dealt with<br />
through the profit or loss.<br />
Exchange rates in the last three years have been:<br />
2011 2010 2009<br />
as at 31 December as at 31 December as at 31 December<br />
USD/LVL 0.544 0.535 0.489<br />
LTL/LVL 0.204 0.203 0.204<br />
GBP/LVL 0.840 0.824 0.783<br />
F-20
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Within the framework of Latvia's preparation for full-fledged membership in the <strong>Eco</strong>nomic and Monetary Union,<br />
the Bank of Latvia has fixed the peg rate of the Lat and the euro at EUR 1 = LVL 0.702804 effective since 1<br />
January 2005.<br />
(e) Intangible assets<br />
(i) Goodwill<br />
Goodwill is measured by deducting the net assets of the acquiree from the aggregate of the consideration<br />
transferred for the acquiree, the amount of non-controlling interest in the acquiree and fair value of an interest in<br />
the acquiree held immediately before the acquisition date. Any negative amount (“negative goodwill”) is<br />
recognised in profit or loss, after management reassesses whether it identified all the assets acquired and all<br />
liabilities and contingent liabilities assumed and reviews appropriateness of their measurement. Goodwill is not<br />
amortised and instead is tested for impairment annually or more frequently if indicators of impairment exist.<br />
Following initial recognition goodwill is measured at cost less any accumulated impairment losses. An<br />
impairment loss in respect of goodwill is not reversed.<br />
(iii) Other intangible assets<br />
Other intangible assets comprise costs of acquired computer software licences and other licences. Where the<br />
software is an integral part of the related hardware that cannot operate without that specific software, computer<br />
software is treated as property, plant and equipment. Other intangible assets are amortised using the straight-line<br />
method over their useful lives as follows:<br />
Useful lives,<br />
years<br />
Software and licences 3 – 5<br />
Other intangible assets are stated at historical cost less accumulated amortisation and any accumulated<br />
impairment losses. Where an indication of impairment exists, the carrying amount of any intangible asset is<br />
assessed and written down immediately to its recoverable amount, which is the higher of an asset’s net selling<br />
price and value in use, recognising impairment loss as an expense in the profit or loss. Review for impairment is<br />
carried out at each end of the reporting period date. The recoverable amount of an intangible asset not yet<br />
available for use is tested for impairment annually, irrespective of whether there is any indication that it may be<br />
impaired. For the purposes of assessing impairment, assets are grouped at the lowest level, for which there are<br />
separately identifiable cash inflows.<br />
(f)<br />
Property, plant and equipment<br />
All property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated<br />
impairment losses. Depreciation of property, plant and equipment is calculated using the straight-line method to<br />
allocate the depreciable amount of the assets over their estimated useful lives as follows:<br />
Useful lives,<br />
Years<br />
Buildings 10 – 40<br />
Other fixed assets 3 – 7<br />
Land is not depreciated as it is deemed to have an indefinite life.<br />
The useful life and residual value of an asset is reviewed at least at each financial year-end. Effect from a change<br />
in the estimated useful life of an asset is recognised prospectively by including it in the profit or loss in the<br />
current period and future periods.<br />
Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down<br />
immediately to its recoverable amount, which is the higher of an asset’s fair value less cost to sell and value in<br />
use, recognising impairment loss as an expense in the profit or loss. Review for impairment is carried out at the<br />
end of the reporting period. For the purposes of assessing impairment, assets are grouped at the lowest level, for<br />
which there are separately identifiable cash inflows.<br />
F-21
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Gains and losses on disposals of assets are determined by comparing proceeds with the carrying amount, and are<br />
included in the results from operating activities.<br />
Leasehold improvements are included within buildings and amortised over the shorter of the useful life of the<br />
improvement and the term of lease.<br />
The cost of the construction of property, plant and equipment is determined by the reference to the actual costs<br />
incurred to the suppliers and subcontractors as at the end of the reporting period. Interest costs on borrowings to<br />
finance the construction of property, plant and equipment and other operating expenses directly attributable to the<br />
construction of property, plant and equipment (costs of own labour, material and other costs) are capitalised as<br />
part of the cost of the asset during the period of time that is required to complete and prepare the property for its<br />
intended use.<br />
(g) Financial assets<br />
Financial assets comprise investments in equity and debt securities (excluding investments in associates), trade<br />
and other receivables, cash and cash equivalents and loans issued and derivative financial assets.<br />
Cash and cash equivalents comprise current accounts with banks, cash on hand, and deposits with banks with<br />
initial maturity up to three month.<br />
Financial assets are classified as financial assets at fair value through profit or loss, loans and receivables, held-to<br />
maturity investment, or available-for-sale financial assets, as appropriate:<br />
(i) Financial assets at fair value through profit or loss<br />
An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon<br />
initial recognition. Financial instruments are designated at fair value through profit or loss if the Group manages<br />
such investments and makes purchase and sale decisions based on their fair value in accordance with the Group’s<br />
documented risk management or investment strategy. Upon initial recognition attributable transaction costs are<br />
recognised in the profit or loss as incurred. Financial instruments at fair value through profit or loss are measured<br />
at fair value, and changes therein are recognised in the profit or loss.<br />
(ii) Loans and receivables<br />
Loans and receivables are initially recognised at fair value plus any directly attributable transaction costs, which<br />
for trade receivables is usually the original invoiced amount and subsequently carried at amortised cost using the<br />
effective interest method less allowances made for doubtful receivables. Allowances are made specifically where<br />
there is objective evidence of a dispute or an inability to pay. The additional allowances are made based on an<br />
analysis of balances by age and previous losses experienced. Loans and receivables are classified in current<br />
assets, except for maturities greater than 12 months after the end of the reporting period date. These are classified<br />
as non-current assets.<br />
An impairment or bad debt loss is recognised in the profit or loss whenever it is probable that the Group will not<br />
collect all amounts due according to the contractual terms of loans or receivables. The impairment loss is<br />
measured as the difference between that asset’s carrying amount and the present value of estimated future cash<br />
flows discounted at the financial asset’s original effective interest rate. The impairment loss is only reversed if it<br />
can be related objectively to an event after the impairment was recognised and is reversed to the extent the<br />
carrying value of the asset does not exceed its amortised cost at the date of reversal. The amount of the reversal is<br />
included in the profit or loss.<br />
(iii) Held-to-maturity investments<br />
If the Group has the positive intent and ability to hold debt securities to maturity, then they are classified as heldto-maturity.<br />
Held-to-maturity financial assets are recognized initially at fair value plus any directly attributable<br />
transaction costs. Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost<br />
using the effective interest method, less any impairment losses.<br />
(iv) Available-for-sale financial assets<br />
Available-for-sale financial assets are recognised initially at fair value plus any directly attributable transaction<br />
costs. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment<br />
F-22
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
losses, and foreign currency differences on available-for-sale monetary items, are recognised directly in other<br />
comprehensive income. When an investment is derecognised, the cumulative gain or loss is reclassified from other<br />
comprehensive income to profit or loss for the year.<br />
Financial assets are derecognised when the rights to receive cash flows from assets have expired or have been<br />
transferred and the Group has transferred substantially all risks and rewards of ownership.<br />
Financial assets are reviewed for impairment at the end of the reporting period. A financial asset is impaired if<br />
objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the<br />
loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.<br />
Objective evidence that financial assets (including equity securities) are impaired can include default or<br />
delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider<br />
otherwise, indications that a debtor or issuer will enter bankruptcy, the disappearance of an active market for a<br />
security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value<br />
below its cost is objective evidence of impairment.<br />
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference<br />
between its carrying amount, and the present value of the estimated future cash flows discounted at the original<br />
effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by<br />
reference to its fair value.<br />
Individually significant financial assets are tested for impairment on an individual basis. The remaining financial<br />
assets are assessed collectively. In assessing collective impairment the Group uses historical trends of the<br />
probability of default, timing of recoveries and the amount of loss incurred, adjusted for management’s judgment<br />
as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less<br />
than suggested by historical trends.<br />
All impairment losses are recognised in the profit or loss. An impairment loss is reversed if the reversal can be<br />
related objectively to an event occurring after the impairment loss was recognised.<br />
(h) Financial liabilities<br />
Non – derivative financial liabilities comprise trade and other payables and borrowings.<br />
(i)Trade and other payables<br />
Trade payables are recognised initially at fair value plus any directly attributable transaction costs and<br />
subsequently measured at amortised cost using the effective interest method. The carrying value of trade and<br />
other payables approximate their fair values due to their short maturity. A financial liability is removed from the<br />
statement of financial position, when the obligation specified in the contract is discharged or cancelled or expires.<br />
(ii) Borrowings<br />
All borrowings are initially recognised at the fair value of the consideration received plus directly attributable<br />
transaction costs. After initial recognition, borrowings are subsequently measured at amortised cost using the<br />
effective interest rate method. Gains and losses are recognised in the profit or loss as interest income/expense<br />
when the liabilities are derecognised as well as through the amortisation process. The part of outstanding amount,<br />
which is due after more than 12 months, is included in non-current liabilities.<br />
Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalised<br />
as part of the cost of that asset. The amount of borrowing costs eligible for capitalisation is determined by<br />
applying the capitalisation rate to the expenditures on a qualifying asset. Capitalisation rate is the weighted<br />
average interest rate on borrowings that are outstanding during the period.<br />
(i)<br />
Leases<br />
Leases of assets under which the lessee assumes substantially all the benefits and risks of ownership are classified<br />
as finance leases. All other leases are classified as operating leases.<br />
F-23
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
(i) A Group company is a lessor<br />
When assets are leased out under an operating lease, income from operating leases is recognised in the profit or<br />
loss on a straight-line basis over the lease term. Initial direct costs incurred in negotiating and arranging an<br />
operating lease are included in the initial measurement of the finance lease receivable and reduce the amount of<br />
income recognized over the lease term.<br />
If a Group company is a lessor in a finance lease arrangement, it recognizes the asset in the statement of financial<br />
position as a receivable at an amount equal to the present value of the lease payments. Lease income is recognised<br />
over the term of the lease on the basis of constant periodic rate of return.<br />
(ii) A Group company is a lessee<br />
Payments made under operating leases are charged to the profit or loss on a straight-line basis over the period of<br />
the lease.<br />
If a Group company is a lessee in a finance lease arrangement, it recognises in the statement of financial position<br />
the assets as an item of property, plant and equipment and a lease liability measured as the lower of the fair value<br />
of the leased property and the present value of the minimum lease payments. Each lease payment is allocated<br />
between the liability and finance charge so as to achieve a constant interest rate on the balance of liability<br />
outstanding. The interest element of the lease payment is charged to the profit or loss over the lease period. The<br />
item of property, plant and equipment acquired under a finance lease is depreciated over the shorter of the useful<br />
life of the asset and the lease term, unless it is reasonably certain that the Group will obtain ownership by the end<br />
of the lease term.<br />
(j)<br />
Inventories<br />
Inventories are stated at the lower of cost and estimated net realisable value. Cost is determined by the weighted<br />
average cost method for items that are interchangeable. For inventory items that are not interchangeable, specific<br />
costs are attributed to the specific individual items of inventory. Net realisable value is the estimated selling price<br />
in the ordinary course of business, less the estimated costs of completion and selling expenses.<br />
(k) Contingent assets and liabilities<br />
Contingent assets are not recognised in the consolidated financial statements, but disclosed in the notes when an<br />
inflow of economic benefits is probable. Contingent liabilities are not recognised in the financial statements. They<br />
are disclosed in the notes unless the possibility of an outflow of resources embodying economic benefits is<br />
remote.<br />
(l)<br />
Employee benefits<br />
(i) Short-term employee benefits<br />
Short-term employee benefits are recognised as a current expense in the period when employees render the<br />
services. These include salaries and wages, social security contributions, bonuses, paid holidays and other<br />
benefits.<br />
(m) Income taxes<br />
Income tax expense comprises current and deferred tax. Income tax is recognized in the profit of loss, except to<br />
the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the<br />
tax is also recognized in other comprehensive income or directly in equity.<br />
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively<br />
enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years.<br />
Deferred tax is recognized in respect of temporary differences arising between the tax bases of assets and<br />
liabilities and their carrying value for financial reporting purposes. Deferred tax assets and liabilities are<br />
measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is<br />
settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.<br />
F-24
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available<br />
against which the temporary differences can be utilised. Deferred income tax is provided on temporary<br />
differences arising on investments in subsidiaries and associated undertakings, except where the timing of the<br />
reversal of the temporary difference can be controlled and it is probable that the temporary difference will not<br />
reverse in the foreseeable future.<br />
The principal temporary differences arise from depreciation of property, plant and equipment and accrued<br />
expenses.<br />
(n) Revenue recognition<br />
Revenue from sales of goods is recognised when significant risks and rewards of ownership of the goods have<br />
passed to the buyer, usually on delivery of goods, recovery of the consideration is probable, the associated costs<br />
and possible return of goods can be estimated reliably, there is no continuing management involvement with the<br />
goods, and the amount of revenue can be measured reliably.<br />
Revenue from services is recognised when services are rendered to customers in accordance with contractual<br />
terms and conditions.<br />
The Group recognises revenue based on the amount invoiced to customer net of value added tax when it has<br />
earned revenue from sale of the goods or services and the net amount retained (that is, the amount billed to<br />
customer less the amount paid to service provider) when it has earned a commission or fee.<br />
Dividends are recognised when the right to receive payment is established.<br />
(o) Earnings per share<br />
Earnings per share are calculated by dividing profit or loss for the year by the weighted-average number of<br />
ordinary shares outstanding during the year.<br />
(p) Dividends<br />
Dividends are recorded in the financial statements of the Group in the period in which they are approved by the<br />
Group’s shareholders and the shareholder`s right to receive payment has been established.<br />
(q) Events after the Reporting Period<br />
The amounts recognised in financial statements are adjusted to reflect events after the reporting period that<br />
provide additional information about the Group’s position at reporting period (adjusting events). Events after the<br />
reporting period that are not adjusting events are disclosed in the notes to the financial statements when material.<br />
(r) Determination of fair values<br />
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both<br />
financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or<br />
disclosure purposes based on the following methods. When applicable, further information about the assumptions<br />
made in determining fair values is disclosed in the notes specific to that asset or liability.<br />
The carrying value of short-term financial assets and liabilities is assumed to approximate their fair values. Fair<br />
value of the remaining financial instruments is estimated by discounting the expected future cash flows to net<br />
present values using appropriate prevailing market interest rates available at the end of the period. Market interest<br />
rates apply to interest-bearing debt and the book value of these items is regarded as corresponding to their fair<br />
value.<br />
(s)<br />
Government grants<br />
Government grants are not recognised until there is reasonable assurance that the Group will comply with the<br />
conditions attaching to them and that the grants will be received<br />
F-25
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group<br />
recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government<br />
grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current<br />
assets are recognised as deferred revenue in the consolidated statement of financial position and transferred to<br />
profit or loss on a systematic and rational basis over the useful lives of the related assets.<br />
NOTE 1<br />
REVENUE AND OTHER INCOME<br />
2011 2010 2009<br />
NET <strong>SA</strong>LES LVL’000 LVL’000 LVL’000<br />
Revenue from recycling 14 498 9 663 3 865<br />
Revenue from waste collection 5 820 5 568 5 128<br />
Revenue from organisation of waste recovery 4 237 4 249 4 161<br />
Revenue from recyclables sorting and trading 2 040 1 582 665<br />
Other income - 26 32<br />
Total Revenue from core services 26 595 21 088 13 851<br />
Geographical information<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Latvia 10 416 10 208 9 851<br />
European Union (EU) 15 989 10 610 3 970<br />
Non-EU countries 190 270 30<br />
26 595 21 088 13 851<br />
F-26
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Segment revenue and results<br />
Operating segments are reported in the manner consistent with the internal reporting provided to the chief operating decision-maker. Information reported to the chief operating<br />
decision maker for the purposes of resource allocation and assessment of segment performance focuses on revenue and gross profit for each segment. The Group's reportable<br />
segments under IFRS 8 are therefore as follows:<br />
Revenue from organisation of waste recovery,<br />
Revenue from waste collection,<br />
Revenue from recyclables sorting and trading,<br />
Revenue from recycling.<br />
Segment revenue and results for 2011<br />
Revenue from<br />
organisation of<br />
waste recovery<br />
Revenue from<br />
waste collection<br />
Revenue from<br />
recyclables sorting<br />
and trading<br />
Revenue<br />
from<br />
recycling<br />
Other<br />
Consolidation<br />
adjustments and<br />
eliminations<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Deals with non-related parties 4 237 5 820 2 040 14 498 - - 26 595<br />
Deals with other segments 4 1 198 1 668 1 302 941 (5 113) -<br />
Revenues 4 241 7 018 3 708 15 800 941 (5 113) 26 595<br />
Cost of sales * (3 419) (4 384) (3 140) (11 084) (248) 4 207 (18 068)<br />
Gross profit * 822 2 634 568 4 716 693 (906) 8 527<br />
Selling expenses * (306)<br />
Administrative expenses * (2 890)<br />
Other operating income 284<br />
Other operating expenses (287)<br />
Depreciation and amortization (1 347)<br />
Income from participation in related companies -<br />
Interest income and similar income 70<br />
Interest expenses and similar expenses (324)<br />
Other taxes (5)<br />
Profit before taxes 3 722<br />
Corporate income tax for the reporting year (211)<br />
Deferred income tax (133)<br />
Current year's profit 3 378<br />
Segment Assets 4 164 9 238 1 787 8 766 11 794 (17 283) 18 666<br />
Segment Liabilities 1 867 5 531 830 3 838 8 032 (7 751) 12 347<br />
* Segment report cost of sales, gross profit, selling and administrative expenses are showed before depreciation and amortisation<br />
Consolidation adjustments and eliminations include corrections of consolidation (internal group investments of own equity, balances and deals)<br />
TOTAL<br />
F-27
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Segment revenue and results<br />
Segment revenue and results for 2010<br />
Revenue from<br />
organisation of<br />
waste recovery<br />
Revenue from<br />
waste collection<br />
Revenue from<br />
recyclables sorting<br />
and trading<br />
Revenue<br />
from<br />
recycling<br />
Other<br />
Consolidation<br />
adjustments and<br />
eliminations<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Deals with non-related parties 4 249 5 568 1 582 9 663 26 - 21 088<br />
Deals with other segments 2 1 169 1 519 1 067 236 (3 993) -<br />
Revenues 4 251 6 737 3 101 10 730 262 (3 993) 21 088<br />
Cost of sales * (3 371) (3 965) (2 492) (7 515) (195) 3 824 (13 714)<br />
Gross profit * 880 2 772 609 3 215 67 (169) 7 374<br />
Selling expenses *<br />
Administrative expenses * (2 593)<br />
Other operating income 236<br />
Other operating expenses (807)<br />
Depreciation and amortization (1 414)<br />
Income from participation in related companies -<br />
Long-term financial investments and short-term<br />
(19)<br />
bond expenses<br />
Interest income and similar income 18<br />
Interest expenses and similar expenses (280)<br />
Other taxes (5)<br />
Profit before taxes 2 039<br />
Corporate income tax for the reporting year (248)<br />
Deferred income tax 3<br />
Current year's profit 1 794<br />
Segment Assets 3 719 10 148 1 619 7 144 6 940 (12 203) 17 367<br />
Segment Liabilities 1 442 6 803 638 4 031 1 976 (5 512) 9 378<br />
TOTAL<br />
(471)<br />
* Segment report cost of sales, gross profit, selling and administrative expenses are showed before depreciation and amortisation<br />
Consolidation adjustments and eliminations include corrections of consolidation (internal group investments of own equity, balances and deals)<br />
F-28
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Segment revenue and results<br />
Segment revenue and results for 2009<br />
Revenue from<br />
organisation of<br />
waste recovery<br />
Revenue from<br />
waste collection<br />
Revenue from<br />
recyclables<br />
sorting and<br />
trading<br />
Revenue from<br />
recycling<br />
Other<br />
Consolidation<br />
adjustments<br />
and<br />
eliminations<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Deals with non-related parties 4 161 5 128 665 3 865 32 - 13 851<br />
Deals with other segments 1 792 1 105 865 90 (2 853) -<br />
Revenues 4 162 5 920 1 770 4 730 122 (2 853) 13 851<br />
Cost of sales * (3 126) (3 258) (1 181) (3 864) (150) 2 790 (8 789)<br />
Gross profit * 1 036 2 662 589 866 (28) (63) 5 062<br />
Selling expenses * (309)<br />
Administrative expenses * (2 641)<br />
Other operating income 191<br />
Other operating expenses (1 003)<br />
Depreciation and amortization (1 444)<br />
Long-term financial investments and short-term<br />
-<br />
bond expenses<br />
Interest income and similar income 55<br />
Interest expenses and similar expenses (257)<br />
Other taxes (6)<br />
(352)<br />
Profit before taxes<br />
Corporate income tax for the reporting year (103)<br />
Deferred income tax (60)<br />
Current year's profit (515)<br />
Segment Assets 3 332 10 749 1 588 6 342 6 881 (11 293) 17 599<br />
Segment Liabilities 1 220 8 198 673 4 848 1 779 (5 317) 11 401<br />
TOTAL<br />
* Segment report cost of sales, gross profit, selling and administrative expenses are showed before depreciation and amortisation<br />
Consolidation adjustments and eliminations include corrections of consolidation (internal group investments of own equity, balances and deals)<br />
F-29
EKO BALTIJA GROUP<br />
MANAGEMENT BOARD<br />
NOTE 2<br />
COST OF <strong>SA</strong>LES<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Raw materials and other material costs (9 541) (5 244) (2 673)<br />
Transportation expenses (1 814) (1 505) (1 358)<br />
Municipal waste landfilling and disposal of sewage water (1 562) (1 297) (752)<br />
Salaries and wages (1 511) (1 668) (1 635)<br />
Depreciation and amortization (1 291) (1 365) (1 386)<br />
Outsourcing * (1 064) (1 728) (322)<br />
Rent of production premises and related costs (875) (1 204) (822)<br />
Professional services (451) (532) (421)<br />
Social security taxes (358) (394) (382)<br />
Natural resources tax (3) - (36)<br />
Other production costs (884) (142) (387)<br />
Total (19 354) (15 079) (10 174)<br />
*In comparison with the previous reporting periods the costs of the received outsourcing services have increased<br />
considerably in 2010 and 2011. Approximately 80 % of the increase in costs is attributable to the increase of<br />
costs of the segregated waste collection schemes and waste management.<br />
NOTE 3<br />
SELLING EXPENSES<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Salaries and wages (172) (149) (147)<br />
Social security taxes (41) (36) (35)<br />
Depreciation and amortization (17) (13) (14)<br />
Marketing expenses (17) (18) (23)<br />
Transportation expenses (13) (12) (13)<br />
Bad debt write-off expense - (162) -<br />
Other expenses (65) (94) (91)<br />
Total (325) (484) (323)<br />
NOTE 4<br />
ADMINISTRATIVE EXPENSES<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Salaries and wages (1 277) (910) (905)<br />
Consultations of business development and organization (776) (981) (1 004)<br />
Social security taxes (269) (179) (175)<br />
Transportation expenses (107) (75) (62)<br />
Communications expenses (49) (46) (51)<br />
Auditing fees (47) (23) (21)<br />
Rent of premises and related costs (45) (71) (69)<br />
Office expenses (38) (15) (18)<br />
Depreciation and amortization (36) (36) (43)<br />
Legal services (35) (24) (52)<br />
F-30
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Business trips expenses (30) (27) (13)<br />
Representation expenses (28) (8) (5)<br />
Other administrative expenses (195) (234) (264)<br />
Total (2 932) (2 629) (2 682)<br />
NOTE 5<br />
OTHER OPERATING INCOME<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Amortization of received state subsidies* 158 120 120<br />
Decrease in allowances for doubtful debts 53 65 -<br />
Income from sale of fixed assets and current assets 20 14 29<br />
Income from lease of immovable property and movables 1 8 11<br />
Other income 52 29 31<br />
Total 284 236 191<br />
* On 29th December 2006 an agreement was concluded between group company PET Baltija AS and VA<br />
„Latvijas Investīciju un attīstības aģentūra” (Sate agency- Latvian investment and development agency) on<br />
drawing funding for implementation of a State support program. In 2009 the project was implemented and the<br />
financing in the amount of LVL 600 000 was received. The management of the company has recognized the<br />
financing as income over a five year period, i.e., LVL 120 thousand yearly. Group company Eko Riga SIA has<br />
received funding for implementation of education of sales management in 2011 (Note 29).<br />
NOTE 6<br />
OTHER OPERATING EXPENSES<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Grants, donations and other expenses not related to operating<br />
activities<br />
(102) (71) (24)<br />
Expenses related to implementation of EU education project (62) - -<br />
Depreciation (2) (5) (4)<br />
Goodwill impairment - (656) (823)<br />
Other expenses (121) (75) (156<br />
Total (287) (807) (1 007)<br />
NOTE 7<br />
WRITE OFF OF LONG-TERM FINANCIAL INVESTMENTS<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Disposal of long-term investment - (19) -<br />
Total - (19) -<br />
NOTE 8<br />
INTEREST INCOME AND SIMILAR INCOME<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Interest income from short-term loans 67 8 39<br />
Interest income from deposits 3 10 13<br />
Interest for bank account balance - - 3<br />
Total 70 18 55<br />
F-31
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
NOTE 9<br />
INTEREST EXPENSES AND SIMILAR EXPENSES<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Interest expenses for<br />
Bank credit (242) (173) (92)<br />
Leasing (81) (101) (153)<br />
Other borrowings (1) (6) (12)<br />
Total (324) (280) (257)<br />
NOTE 10<br />
OTHER TAXES<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Land and property tax (5) (5) (6)<br />
Total (5) (5) (6)<br />
NOTE 11<br />
CORPORATE INCOME TAX<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Current income tax expense (211) (248) (103)<br />
Deferred tax income/(expense) (133) 3 (60)<br />
Total (344) (245) (163)<br />
Eko Baltija Ltd. applied the officially enacted tax rate of 15% upon calculation of corporate income tax for the<br />
current year.<br />
Movement in the deferred income tax account is as follows:<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
At the beginning of the year (184) (187) (127)<br />
temporary differences<br />
Property, plant and equipment and intangible assets (3 239) (1 013) (1 418)<br />
Accrued expenses, provisions and tax losses 1 120 (212) 171<br />
Total change in temporary differences (2 119) (1 225) (1 247)<br />
Income tax rate 15% 15% 15%<br />
Released/(charged) to the profit or loss (133) 3 (60)<br />
At the end of the year (317) (184) (187)<br />
Deferred income tax assets and liabilities are off-set when there is a legally enforceable right to set off current<br />
tax assets against current tax liabilities and when the deferred income taxes relate to the same taxable entity and<br />
the same fiscal authority.<br />
F-32
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
The following amounts, determined after offsetting, are shown on the statement of financial position:<br />
31/12/2011 31/12/2010 31/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Assets<br />
Corporate income tax advance payments 116 101 176<br />
Total 116 101 176<br />
Liabilities<br />
Deferred income tax liabilities (317) (184) (187)<br />
Corporate income tax liabilities (43) (113) (20)<br />
Total (360) (297) (207)<br />
NOTE 12<br />
GOODWILL<br />
31/12/11 31/12/10 31/12/09<br />
LVL’000 LVL’000 LVL’000<br />
Cost 5 238 6 121 6 944<br />
Impairment losses - (656) (823)<br />
Disposal (182) (227) -<br />
In 2011 the company continued management of investment companies.<br />
5 056 5 238 6 121<br />
In 2009 the Group invested intensively in companies operating in the waste management field in Latvia. The<br />
Group had investments in the amount of 50 % of equity in three newly established companies – SIA Waste Baltija,<br />
Waste Baltija 2 and SIA Waste Baltija 3. In the year 2009 the company Eko Baltija acquired shares in the<br />
aforementioned companies via the parent company Gamar Holding SIA, and became the sole owner of these<br />
companies. In 2009 reorganization of enterprises took place, and as a result the Waste Baltija companies were<br />
merged with their respective affiliated companies, i.e. SIA Waste Baltija and SIA Eko Kurzeme, SIA Waste Baltija<br />
2 and Jūrmalas ATU, SIA Waste Baltija 3 and Tukuma Ainava.<br />
In 2009 Eko Baltija purchased shares of other companies at a price which exceeded the purchase price of their<br />
identifiable asset value. The value of investments in the subsidiary companies were estimated applying the future<br />
discounted cash flow (with a 10 % rate), and applying an approximate increase in turnover 3.7-9.1% per year and<br />
increase of direct expenses of 2-10% per year.<br />
On 1 July 2011 Eko Baltija SIA was reorganized. As a result of the reorganization Eko Baltija SIA merged with<br />
its shareholder of 38% as of 31.12.2010 - Polignac SIA. As a result of the transaction a reorganization reserve of<br />
4,625 thousand LVL was recongised in Eko Baltija SIA equity. No goodwill was recognised in tis transaction.<br />
Based on impairment test performed by the management as of 31 December 2011, no goodwill impairment has<br />
been identified.<br />
F-33
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
NOTE 13<br />
INVESTMENTS IN SUBSIDIARIES<br />
SUBSIDIARIES<br />
Details of the Group's subsidiaries at the end of the reporting period are as follows.<br />
Name of<br />
subsidiary<br />
Principal activity<br />
Place of<br />
incorporation and<br />
operation<br />
Proportion of ownership interest and<br />
voting power held by the Group<br />
1. NORDIC PLAST<br />
SIA<br />
31/12/11 31/12/10 31/12/09<br />
Recycling Latvia 100% 100% 100%<br />
2. VAANIA SIA Waste collection Latvia 90% 90% 90%<br />
3. PET Baltija A/S Recycling Latvia 91.03% 85.10% 67.13%<br />
4. LATVIJAS<br />
ZAĻAIS<br />
PUNKTS A/S<br />
5. EKO REVERSS<br />
SIA<br />
Organisation of<br />
waste recovery<br />
Sorting and<br />
trading of<br />
recyclables<br />
Latvia 75.13% 48.43% 48.43%<br />
Latvia 75.13% 48.43% 48.43%<br />
6. EKO RĪGA SIA Waste collection Latvia 100% 100% 100%<br />
7. EKO KURZEME<br />
SIA<br />
Waste collection Latvia 100% 100% 100%<br />
8. JŪRMALAS ATU Waste collection Latvia 100% 100% 100%<br />
SIA<br />
9. KURZEMES Waste collection Latvia 100% 100% 100%<br />
AINAVA SIA<br />
10. JUMIS, Siguldas Waste collection Latvia 90% 90% 90%<br />
P SIA<br />
11. SIKARI SIA Waste collection Latvia Nil 100% 100%<br />
12. TUKUMA Waste collection Latvia Nil 100% 100%<br />
AINAVA SIA<br />
13. AG INTER SIA Waste collection Latvia Nil 100% 100%<br />
The Group owns 48.43% equity shares of Latvijas Zaļais punkts AS. However, based on the contractual<br />
arrangements between the Group and other investors, the Group has the power to appoint and remove the<br />
majority of the board of directors of Latvijas Zaļais punkts AS, and hence the Group has control over the<br />
financial and operating policies of Latvijas Zaļais punkts AS. Therefore, Latvijas Zaļais punkts AS is controlled<br />
by the Group and is consolidated in these financial statements.<br />
Latvijas Zaļais punkts AS owns 100% equity shares of Eko Reverss SIA. Eko Reverss is consolidated in these<br />
financial statements because of control over Latvijas Zalais punkts AS as described above.<br />
F-34
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
NOTE 14<br />
INVESTMENTS IN ASSOCIATES<br />
Details of the Group's associates at the end of the reporting period are as follows.<br />
Name of associate<br />
Principal activity<br />
Place of<br />
incorporation<br />
and operation<br />
EKO PET SIA Recycling Latvia 10%<br />
LVL 2<br />
Proportion of ownership interest and<br />
voting power held by the Group<br />
LVL’000 LVL’000 LVL’000<br />
31/12/2011 31/12/2010 31/12/2009<br />
10%<br />
LVL 2<br />
PET Baltija AS, the subsidiary of Eko Baltija has made an investment into the the equity of the associated<br />
company „EKO PET” in the amount of LVL 2 thousand which constitutes a 10% participation. In 2011 the<br />
newly founded company has not started its business activity.<br />
In 2011 Eko Baltija has made an investment in the capital of SIA Martell in the amount of LVL 2 thousand,<br />
which constitutes a 100% participation. The newly founded company has not started its business activities yet.<br />
NOTE 15<br />
INTANGIBLE ASSETS<br />
Intangible assets in 2009<br />
Concessions,<br />
patents, licences<br />
and trade marks<br />
Other<br />
intangible<br />
assets<br />
Historical cost LVL’000 LVL’000 LVL’000<br />
At 31 December 2008 3 12 15<br />
Additions 4 2 6<br />
Taken over at purchase or reorganization (transfers) 28 14 42<br />
Eliminated (1) - (1)<br />
Total<br />
At 31 December 2009 34 28 62<br />
Amortisation charge<br />
At 31 December 2008 2 - 2<br />
Amortisation 5 5 10<br />
Transfers 13 8 22<br />
Eliminated (1) - (2)<br />
At 31 December 2009 19 13 32<br />
Net book value<br />
At 31 December 2008 1 12 13<br />
At 31 December 2009 15 15 30<br />
Intangible assets in 2010<br />
Concessions,<br />
patents, licences<br />
and trade marks<br />
Other<br />
intangible<br />
assets<br />
Historical cost LVL’000 LVL’000 LVL’000<br />
at 31 December 2009 34 28 62<br />
Additions 9 10 19<br />
Disposal (2) - (2)<br />
At 31 December 2010 41 38 79<br />
Total<br />
-<br />
F-35
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Amortisation charge<br />
At 31 December 2009 19 13 32<br />
Amortisation 9 4 13<br />
Eliminated (1) - (1)<br />
At 31 December 2010 27 17 44<br />
Net book value<br />
At 31 December 2009 15 15 30<br />
At 31 December 2010 14 21 35<br />
Intangible assets in 2011<br />
Concessions,<br />
patents, licences<br />
and trade marks<br />
Other<br />
intangible<br />
assets<br />
Historical cost LVL’000 LVL’000 LVL’000<br />
At 31 December 2010 41 38 79<br />
Additions 25 7 32<br />
Eliminated (5) (18) (23)<br />
Total<br />
At 31 December 2011 61 27 88<br />
Amortisation charge<br />
At 31 December 2010 27 17 44<br />
Amortisation 9 5 14<br />
Eliminated (6) (4) (10)<br />
At 31 December 2011 30 18 48<br />
Net book value<br />
At 31 December 2010 14 21 35<br />
At 31 December 2011 31 9 40<br />
NOTE 16<br />
PROPERTY, PLANT AND EQUIPMENT<br />
Year 2009<br />
Land and<br />
buildings<br />
Leasehold<br />
improvements<br />
Technological<br />
equipment<br />
Other<br />
fixed<br />
assets<br />
Unfinished<br />
construction<br />
and advance<br />
payments<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Historical cost<br />
31.12.2008. - 7 823 244 3 1 077<br />
Additions 20 24 132 131 6 313<br />
Transfers 514 108 5 908 3 848 341 10 719<br />
Reclassified - - 268 (29) (268 ) (29)<br />
Disposal (1) (73) (259) (219) (50) (602)<br />
Total<br />
31.12.2009. 533 66 6 872 3 975 32 11 478<br />
Depreciation charge<br />
31.12.2008. - 1 98 113 - 212<br />
F-36
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Calculated 8 8 786 634 - 1 436<br />
Transfers 55 24 1 752 1 822 - 3 653<br />
Reclassified - (22) - (64) - (86)<br />
Eliminated (1) - (241) (135) - (377)<br />
31.12.2009. 62 11 2 395 2 370 - 4 838<br />
Net book value<br />
31.12.2008. - 6 725 131 3 865<br />
31.12.2009. 471 55 4 477 1 605 32 6 640<br />
Property, plant and equipment<br />
Year 2010<br />
Land and<br />
buildings<br />
Leasehold<br />
improvements<br />
Technological<br />
equipment<br />
Other<br />
fixed<br />
assets<br />
Unfinished<br />
construction<br />
and advance<br />
payments<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Historical cost<br />
31.12.2009. 534 65 6 872 3 975 32 11 478<br />
Additions 15 93 142 326 45 621<br />
Reclassified - - (6) (2) - (8)<br />
Disposal (107) (78) (43) (228)<br />
Total<br />
31.12.2010. 549 158 6 901 4 221 34 11 863<br />
Depreciation charge<br />
31.12.2009. 62 11 2 395 2 370 - 4 838<br />
Calculated 12 14 775 601 1 402<br />
Reclassified - - (6) 6 - -<br />
Eliminated - - (107) (109) - (216)<br />
31.12.2010. 74 25 3 057 2 868 - 6 024<br />
Net book value<br />
31.12.2009. 472 54 4 477 1 605 32 6 640<br />
31.12.2010. 475 133 3 844 1 353 34 5 839<br />
Property, plant and equipment<br />
Year 2011<br />
Land and<br />
buildings<br />
Leasehold<br />
improvements<br />
Technological<br />
equipment<br />
Other<br />
fixed<br />
assets<br />
Unfinished<br />
construction<br />
and advance<br />
payments<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Historical cost<br />
31.12.2010. 549 158 6 901 4 221 34 11 863<br />
Additions 28 79 451 782 253 1 593<br />
Disposal (26) - (133) (332) (66) (557)<br />
Total<br />
31.12.2011. 551 237 7 219 4 671 221 12 899<br />
Depreciation charge<br />
31.12.2010. 74 25 3 057 2 868 - 6 024<br />
F-37
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Calculated 21 35 791 694 - 1 541<br />
Eliminated (8) - (117) (203) - (328)<br />
31.12.2011. 87 60 3 731 3 359 - 7 237<br />
Net book value<br />
31.12.2010. 475 133 3 844 1 353 34 5 839<br />
31.12.2011. 464 177 3 488 1 312 221 5 662<br />
PROPERTY, PLANT AND EQUIPMENT<br />
(a) Capitalisation to property, plant and equipment<br />
The additions to property, plant and equipment include capitalised direct expenses related with development of<br />
fixed assets incurred on qualifying capital expenditure projects and capitalised based on the labour hours spent<br />
on those projects.<br />
During 2011, 2010 and 2009 the Group did not bear borrowing costs to finance construction of property.<br />
(b) Fully depreciated property, plant and equipment<br />
A number of property, plant and equipment items that have been fully depreciated are still used in operations.<br />
The total acquisition cost of this property, plant and equipment as at 31 December 2011 amounted to LVL 2.631<br />
million (LVL 1.898 million in 2010, and LVL 1.765 million in 2009).<br />
(c) Title to the assets<br />
Altogether 81% (in 2010 – 90%, and in 2009 – 100%) of total land and buildings owned by the Group<br />
companies have been registered with the Land Registry by 31 December 2011. The residual of property has not<br />
been registered yet and the Group is in the process of preparing documentation for registration with the Land<br />
Registry due to insufficient technical documentation.<br />
(d) Finance lease assets and cadastre value of property<br />
Means of transport, special equipment and containers have been procured using leasing as a source of finance<br />
(See Note 27) The objects of agreements on finance lease are pledged in accordance with the agreement terms<br />
and conditions, and their remaining value as at 31 December 2011 is LVL 2.043 million.<br />
The finance lease agreements are effective until December 2016.<br />
The cadastre value of the land plots owned by the Eko Baltija Group presented in the financial reports at<br />
31.12.2011. amounts to LVL 130 thousand and the cadastre value of the buildings amounts to LVL 102<br />
thousand.<br />
NOTE 17<br />
LONG-TERM LOANS AND RECEIVABLES<br />
31/12/2011 31/12/2010 31/12/2009<br />
LVL’000 LVL’000 LVL`000<br />
Loan for project “Piejūra” - 14 14<br />
Loan to associated company - 290 -<br />
Loan for target investment - 100 100<br />
Other receivables - - 24<br />
Total - 404 138<br />
The company SIA „AG Inter” belonging to the “Eko Baltija” group had a loan to the associated company for<br />
implementation of the environment ecology project „Piejūra”. At the end of 2011 SIA „ AG Inter” was sold.<br />
F-38
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
In 2010 the company „Eko Baltija” SIA provided a loan to its shareholder „Polignac” (38% ) with annual<br />
interest 6% and the term of repayment in December 2012. “Eko Baltija” SIA was reorganized 1 July 2011. As a<br />
result of the reorganization Eko Baltija SIA was merged with Polignac SIA. (See note 25 b). The loan was<br />
mutually off-settled.<br />
Eko Baltija had issued a loan for the amount of LVL 100 thousand with purpose to buy shares in Latvian<br />
company which acts in waste management market. The target investment was realized in 2011.<br />
NOTE 18<br />
OTHER FINANCIAL ASSETS<br />
31/12/2011 31/12/2010 31/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Safety deposits 134 63 -<br />
Other financial investments 6 5 5<br />
Total 140 68 5<br />
In 2005 Latvijas Zaļais punkts AS has made an investment in the capital of PRO Europe in the amount of LVL<br />
4 thousand, which constitutes approximately 5% participation.<br />
NOTE 19<br />
INVENTORIES<br />
31/12/2011 31/12/2010 31/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Raw materials, basic materials and auxiliary materials 885 654 324<br />
Spare parts 251 74 26<br />
Finished products 119 189 195<br />
Low-value items 115 88 31<br />
Prepayment for goods 52 14 64<br />
Packaging 39 22 6<br />
Chemicals and fuel 35 52 54<br />
Fixed assets not in use - - 28<br />
Provisions for impairment of obsolete and slow moving<br />
inventories (37) (36) (35)<br />
Total 1 459 1 057 693<br />
Provisions for impairment of obsolete and slow moving inventories:<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
At the beginning of the year (36) (35) (34)<br />
Charged to profit or loss during the year (1) (1) (1)<br />
At the end of the year (37) (36) (35)<br />
NOTE 20<br />
TRADE AND OTHER RECEIVABLES<br />
31/12/2011 31/12/2010 31/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Trade receivables 2 195 2 299 1 945<br />
Allowance for doubtful debts (569) (568) (443)<br />
1 626 1 731 1 502<br />
F-39
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Movement on impairment loss allowance for trade and other receivables was as follows:<br />
Individually<br />
impaired<br />
Collectively<br />
impaired<br />
Total<br />
LVL’000 LVL’000 LVL’000<br />
Balance at 1 January 2009 153 153<br />
Charged to profit or loss during the year 2009 290 290<br />
Debts written-off - - -<br />
Balance at 31 December 2009 443 443<br />
Charged to profit or loss during the year 2010 249 249<br />
Debts written-off (124) - (124)<br />
Balance at 31 December 2010 568 568<br />
Charged to profit or loss during the year 2011 52 52<br />
Debts written-off (51) - (51)<br />
Balance at 31 December 2011 569 - 569<br />
As at 31 December, the ageing structure of current trade receivables is as follows:<br />
31/12/2011 31/12/ 2010 31/12/2009<br />
Gross Net Gross Net Gross Net<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Not due 1 289 1 011 1 426 1 135 783 715<br />
Overdue less than 30 days 155 155 122 122 131 131<br />
Overdue 30-90 days 104 104 142 142 211 211<br />
Overdue 90-180 days 133 78 70 41 91 57<br />
Overdue 180-365 days 255 142 235 130 137 76<br />
Overdue more than 365 days 259 136 304 161 592 312<br />
Total 2 195 1 626 2 299 1 731 1 945 1 502<br />
The average payment terms of accounts receivable is 45 days for non-related parties, and 30 days for intra group<br />
receivables.<br />
NOTE 21<br />
LOANS TO RELATED COMPANY<br />
2011 2010 2010<br />
LVL’000 LVL’000 LVL’000<br />
EKO SPV SIA 1 852 - -<br />
Total 1 852 - -<br />
Eko Baltija SIA has issued loan to its shareholder Eko SPV SIA with annual interest 6% and the term of<br />
repayment in December 2012. Loan issued without collateral.<br />
NOTE 22<br />
OTHER SHORT TERM RECEIVABLES<br />
31/12/2011 31/12/2010 31/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Accrued income 1 069 1 155 1 009<br />
Overpaid taxes and tax pre-payments 352 474 427<br />
F-40
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Security bank deposits 125 246 33<br />
Insurance payments 45 27 31<br />
Advance payments 6 11 -<br />
Other receivables 65 62 75<br />
Total 1 662 1 975 1 575<br />
NOTE 23<br />
OTHER SHORT TERM FINANCIAL INVESTMENT<br />
31/12/2011 31/12/2010 31/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Other securities (LVL reserve foundation in SEB Bank) 1 159 82<br />
Total 1 159 82<br />
NOTE 2<br />
CASH AND CASH EQUIVALENTS<br />
31/12/2011 31/12/2010 31/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Cash at bank and in hand 854 758 568<br />
Short-term bank deposits 112 101 245<br />
Total 966 859 813<br />
As at 31 December 2011 the weighted average interest rate of short-term bank deposits was 1.27% and the<br />
average maturity - 28 days (2010 – 0.57% and 60 days respectively). Changes in interest rates were in line with<br />
the overall market trends.<br />
NOTE 25<br />
EQUITY AND RESERVES<br />
(a) Share capital<br />
The Parent company’s registered and paid up share capital equals LVL 150 thousand, which is divided into 150<br />
ordinary shares. Nominal value per share is LVL 1 thousand.<br />
Shareholders 31/12/2011 31/12/2010 31/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Authorised<br />
1. SIA Gamar Holding, 42% till 15.09.2011 - 39 96<br />
2. SIA Polignac, 38%; till 18.08.2011. (merged to Eko<br />
- 57 -<br />
Baltija)<br />
3. E-SomTAX Invest LLP, 42% (2010:26.0%) 63 39 39<br />
4. KS 2 Eko Fonds, 16% (2010:10.0%) 24 15 15<br />
5. SIA Eko SPV, 42%; from 18.10.2011 63 - -<br />
150 150 150<br />
F-41
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Issued and Fully Paid-Up<br />
150,000 ordinary shares of LVL 1 thousand each<br />
1. SIA Gamar Holding, 42% till 15.09.2011 - 39 96<br />
2. SIA Polignac, 38%; till 18.08.2011. (merged to Eko<br />
- 57 -<br />
Baltija)<br />
3. E-SomTAX Invest LLP (Great Britain), 42%<br />
63 39 39<br />
(2010:26.0%)<br />
4. KS 2 Eko Fonds, 16% (2010:10.0%) 24 15 15<br />
5. SIA Eko SPV, 42%; from 18.10.2011 63 - -<br />
150 150 150<br />
The administration and management of the <strong>Company</strong> shall be entrusted to a Board of three Directors.<br />
The judicial and legal representation of the <strong>Company</strong> shall be vested in the two Directors acting jointly.<br />
(b) Reorganisation reserve<br />
In 2008 the share capital of the companies included in the Group was increased. Minority shareholders<br />
purchased shares for the amount which exceeds the nominal value of the shares. The consolidated reserves<br />
included a part of the paid emission premium.<br />
In 2009 as a result of reorganization SIA ‘Eko Baltija” became the only member in the Group to which the<br />
consolidated reserves were attributed and the consolidated reserve was eliminated.<br />
On 1 July 2011 Eko Baltija SIA was reorganized. As a result of the reorganization Eko Baltija SIA merged with<br />
its shareholder of 38% as of 31.12.2010 - Polignac SIA. As a result of the transaction a negative reorganization<br />
reserve of 4,625 thousand LVL was recongised in Eko Baltija SIA equity. No goodwill was recognised in this<br />
transaction.<br />
(c) Changes in retained earnings and non-controlling interest<br />
The Group owns 48.43% equity shares of Latvijas Zaļais punkts AS. However, based on the contractual<br />
arrangements between the Group and other investors, the Group has the power to appoint and remove the<br />
majority of the board of directors of Latvijas Zaļais punkts AS, and hence the Group has control over the<br />
financial and operating policies of Latvijas Zaļais punkts AS. Changes in retained earnings and non-controlling<br />
interest have occurred due to the fact that 75.13% equity shares of Latvijas Zaļais punkts AS and its subsidiary<br />
Eko Reverss SIA were consolidated before year 2009; other changes in retained earnings are related with<br />
reorganization of Group companies. According to accounting principles, profit or loss of merged company that<br />
was gained till the reorganization, is considered as profit or loss of previous periods.<br />
NOTE 26<br />
INTEREST BEARING BORROWINGS<br />
31/12/2011 31/12/2010 21/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Short-term bank borrowings 1 409 1 934 600<br />
Credit lines 983 1 190 1 379<br />
Total 2 392 3 124 1 979<br />
31/12/2011 31/12/2010 21/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Non-current bank borrowings 5 556 736 2 689<br />
Total 5 556 736 2 689<br />
F-42
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Available undrawn borrowing facilities<br />
31/12/2011 31/12/2010 21/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Expiring within one year 774 567 378<br />
Expiring beyond one year - - -<br />
Until May 2011 the loans of Eko Baltija Group companies were received from Swedbank As and SEB bank AS,<br />
from May 2011 all loan liabilities were refinanced to Nordea Bank Finland Plc Latvia branch with interest rate<br />
of 3 month EURIBOR +2.5%. The bank borrowings are drawn in EUR. The loan of SIA Eko Baltija expires<br />
January 2015, but loan of other Group Companies in December 2016.<br />
As at 31 December 2011 the short term part of bank loan is LVL 2.392 million, the long term part is LVL 5.556<br />
million.<br />
Four Group companies – A/S LZP, SIA Eko Reverss, PET Baltija and SIA Nordic Plast have overdraft available<br />
in Nordea bank. Companies had used LVL 983 thousand of available credit line resources as at 31.12.2011.<br />
The total borrowing facility expiring beyond one year is EUR 2.50 million credit line from Nordea Bank Finland<br />
Plc Latvia branch.<br />
NOTE 27<br />
FINANCE LEASE LIABILITIES<br />
Finance lease liabilities<br />
Minimum lease Present value of minimum<br />
payments 2011 lease payments 2011<br />
LVL’000<br />
LVL’000<br />
Amounts payable under finance leases:<br />
Within one year 596 595<br />
In the second to fifth years inclusive 1 152 1 085<br />
1 748 1 680<br />
Less future finance charges (68) -<br />
Present value of minimum lease payments 1 680 1 680<br />
Minimum lease Present value of minimum<br />
payments 2010 lease payments 2010<br />
LVL’000<br />
LVL’000<br />
Amounts payable under finance leases:<br />
Within one year 941 935<br />
In the second to fifth years inclusive 1 964 1 876<br />
2 905 2 811<br />
Less future finance charges (94) -<br />
Present value of minimum lease payments 2 811 2 811<br />
Minimum lease Present value of minimum<br />
payments 2009 lease payments 2009<br />
LVL’000<br />
LVL’000<br />
Amounts payable under finance leases:<br />
Within one year 1 052 1 018<br />
In the second to fifth years inclusive 2 638 2 541<br />
3 690 3 559<br />
F-43
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Less future finance charges (131) -<br />
Present value of minimum lease payments 3 559 3 559<br />
The Group has 87 leasing agreements with SEB bank AS, Swedbank AS and Nordea Bank Finland Plc Latvia<br />
branch. Production equipment, vehicles, special equipment, containers and cars are leased. The interest rate for<br />
leasing varies from 2% to 6.7% from the unpaid amount. The expiration of leasing varies from year 2012 to year<br />
2016. As at 31 December 2011 the short term part of of leasing is in the amount of LVL 595 thousand, the long<br />
term part in the amount of LVL 1 085 thousand. The fair value of the Group’s lease obligations approximates<br />
their carrying amount.<br />
The Group’s obligations under finance leases are secured by the lessors’ title to the leased assets (see Note 16).<br />
NOTE 28<br />
LIABILITIES TO RELATED PARTIES<br />
31/12/2011 31/12/2010 21/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Loan from parent company - - 158<br />
Total - - 158<br />
Eko Baltija had loan liabilities to parent company Gamar Holding as at 31.12. 2009. During the year 2010 the<br />
loan was paid.<br />
NOTE 29<br />
DEFERRED INCOME AND CUSTOMER PREPAYMENTS<br />
31/12/2011 31/12/2010 21/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Deferred income in non-current liabilities * 182 180 300<br />
Deferred income in current liabilities 158 120 120<br />
Customer prepayments 57 47 57<br />
Total 396 347 477<br />
* The whole amount of non-current deferred income consist of funding received. On 29th December 2006 an<br />
agreement was concluded between the Group company PET Baltija AS and VA „Latvijas Investīciju un<br />
attīstības aģentūra” (State agency- Latvian investment and development agency) on drawing funding for<br />
implementation of a State support program. In 2009 the project was implemented and the financing in the<br />
amount of LVL 600 000 was received. The management of the company has recognized the financing as income<br />
over a five year period, i.e., LVL 120 thousand every year.<br />
Current part of deferred income and customer prepayments is LVL 215 thousand as at 31.12.2011.<br />
Non-current part of deferred income and customer prepayments is LVL 182 thousand as at 31.12.2011.<br />
NOTE 30<br />
TRADE AND OTHER PAYABLES<br />
31/12/2011 31/12/2010 21/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Trade payables to providers of goods and services 999 880 816<br />
Total 999 880 816<br />
The average payment terms of accounts payable are 45 days for foreign companies, 30 days for local companies<br />
and for other suppliers.<br />
F-44
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
NOTE 31<br />
TAX LIABILTIES<br />
31/12/2011 31/12/2010 21/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Social insurance payments 111 142 77<br />
Value added tax 70 169 117<br />
Personal income tax 63 99 59<br />
Other taxes 2 1 1<br />
Total 246 411 254<br />
NOTE 32<br />
OTHER LIABILTIES<br />
Current: 31/12/2011 31/12/2010 21/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Accrued liabilities for services received 224 103 82<br />
Unused vacations 222 229 188<br />
Accrued liabilities for salaries 118 126 117<br />
Payments for capital shares 55 250 626<br />
Accrued audit expenses 43 6 7<br />
Other liabilities 55 7 8<br />
Total 717 721 1 028<br />
Non-current:<br />
Non-current part of other liabilities in 2009 was LVL 183 thousand for capital shares in subsidiaries.<br />
NOTE 33<br />
RELATED PARTY TRAN<strong>SA</strong>CTIONS<br />
Balances and transactions between Eko Baltija SIA and its subsidiaries, which are related parties of Eko Baltija<br />
SIA, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the<br />
Group and other related parties are disclosed below.<br />
During the reporting periods group entities entered into the following transactions with related parties that are<br />
not members of the Group:<br />
a) Sales of services and goods<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Related to Eko Baltija Group 78 29 32<br />
Related parties via key management 1 2 2<br />
Other related parties 1 6 6<br />
Total 80 37 40<br />
b) Purchases of goods and services<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Related parties via key management (686) (716) (670)<br />
Related to Eko Baltija Group (284) (427) (403)<br />
Other related parties (69) (71) (49)<br />
Total (1 039) (1 214) (1 122)<br />
Sales of goods to related parties were made at the Group's usual list prices. Purchases were made at market price<br />
discounted to reflect the quantity of goods purchased and the relationships between the parties.<br />
F-45
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
c) Outstanding balances arising from sale/purchase of goods/services<br />
31/12/2011 31/12/2010 31/12/2009<br />
LVL’000 LVL’000 LVL’000<br />
Receivables<br />
Related to Eko Baltija Group 1 852 290 4<br />
Related parties via key management - - 1<br />
Other related parties - 120 114<br />
Total 1 852 410 119<br />
Liabilities<br />
Related to Eko Baltija Group 6 30 213<br />
Related parties via key management 150 109 163<br />
Other related parties 7 13 4<br />
Total 163 152 380<br />
The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received.<br />
No expense has been recognised in the current or prior years for bad or doubtful debts in respect of the amounts<br />
owed by related parties.<br />
d) Employee costs and Key management remuneration<br />
Employee costs<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Salaries and wages (2 958) (2 784) (2 589)<br />
Social insurance payments (669) (550) (616)<br />
Other benefits (5) (15) (129)<br />
Total (3 632) (3 349) (3 334)<br />
Average number of permanent and temporary employees<br />
during the year<br />
2011 2010 2009<br />
423 423 439<br />
Employee costs include key management remuneration in following amount<br />
2011 2010 2009<br />
LVL’000 LVL’000 LVL’000<br />
Salaries (121) (119) (51)<br />
Social insurance payments (35) (29) (12)<br />
Total (156) (148) (63)<br />
NOTE 34<br />
FINANCIAL RISK MANAGEMENT<br />
Financial risks with respect to the Group’s liquidity, currency, interest rate and counter-party credit risk are<br />
managed by Eko Baltija SIA on a centralised basis.<br />
The Group due to its day-to-day business operations is exposed to financial risks, primarily to currency risk and<br />
interest rate risk, which may impact directly the operating results and financial position of the Group companies.<br />
Financial risk management activities are undertaken to support the underlying operating business transactions of<br />
the Group, and the Group companies do not undertake any speculative transactions that would increase exposure<br />
to currency or interest rate risks.<br />
F-46
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
(a) Liquidity risk<br />
Appropriate treasury policies are in place to ensure that the Group companies have sufficient liquidity and are<br />
able to finance their operations without funding constraints. Financing and liquidity risk is reduced by spreading<br />
maturities of the borrowings and by maintaining flexibility in funding by keeping credit facilities available. In<br />
addition, the management believes that the Group's operating cash flows, available long term credit facilities and<br />
the Group's track record of expanding maturing credit lines will continue to ensure that is has sufficient liquidity.<br />
The following table demonstrates contractual maturities of financial liabilities:<br />
As at 31 December 2011 TOTAL 6 months<br />
or less<br />
6-12<br />
months<br />
From 1 to 5<br />
years<br />
More than<br />
5 years<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Financial liability<br />
Trade and other payables 2 220 2 165 55 - -<br />
Finance lease liabilities 595 261 334 - -<br />
Short-term borrowings 2 392 704 1 688 - -<br />
Total current financial liabilities 5 207 3 130 2 077 - -<br />
Non-current financial liabilities<br />
Interest bearing borrowings 5 556 - - 5 556 -<br />
Finance lease liabilities 1 085 - - 1 085 -<br />
Total non-current liabilities 6 641 - - 6 641 -<br />
As at 31 December 2010 TOTAL 6 months<br />
or less<br />
6-12<br />
months<br />
From 1 to 5<br />
years<br />
More than<br />
5 years<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Financial liability<br />
Trade and other payables 2 292 2 185 107 - -<br />
Finance lease liabilities 935 394 541 - -<br />
Short-term borrowings 3 124 966 2 158 - -<br />
Total current financial liabilities 6 351 3 545 2 806 - -<br />
Non-current financial liabilities<br />
Interest bearing borrowings 736 - - 736 -<br />
Finance lease liabilities 1 876 - - 1 876 -<br />
Total non-current liabilities 2 612 - - 2 612 -<br />
As at 31 December 2009 TOTAL 6 months<br />
or less<br />
6-12<br />
months<br />
From 1 to 5<br />
years<br />
More than<br />
5 years<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Financial liability<br />
Trade and other payables 2 295 2 140 155 - -<br />
Finance lease liabilities 1 018 471 547 - -<br />
Short-term borrowings 1 979 299 1 680 - -<br />
Total current financial liabilities 5 292 2 910 2 382 - -<br />
Non-current financial liabilities<br />
Interest bearing borrowings 2 689 - - 2 689 -<br />
Finance lease liabilities 2 541 - - 2 541 -<br />
Total non-current liabilities 5 230 - - 5 230<br />
(b) Currency risk<br />
The Group companies are exposed to currency risk arising from movements in exchanges rates.<br />
Euro is the preferred currency in settlements with foreign business partners. Within the framework of Latvia's<br />
preparation for full-fledged membership in the <strong>Eco</strong>nomic and Monetary Union, the Bank of Latvia has fixed the<br />
peg rate of the lats and the euro at EUR 1 = LVL 0.702804. Since January 2005 the Bank of Latvia unilaterally<br />
F-47
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
limits the lats’ exchange rate against the euro to +/- 1% of the peg rate. Due to the peg of LVL to EUR and the<br />
relatively well-balanced operating cash inflows and outflows in foreign currencies, the Group is not significantly<br />
exposed to EUR and USD exchange risk.<br />
The following table demonstrates the sensitivity to a possible change in exchange rates, with all other variables<br />
held constant:<br />
As at 31 December 2011 TOTAL LVL EUR USD Other<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Financial asset/(liability)<br />
Cash and cash equivalents 968 666 297 5 -<br />
Trade and other receivables 5 140 2 530 2 610 - -<br />
Trade and other payables (2 220) (1 942) (273) (5) -<br />
Short-term borrowings (2 987) (614) (2 373) - -<br />
Net statement of the financial position<br />
exposure 901 640 261 - -<br />
Impact to net result if EUR had strengthened/<br />
(weakened) against EUR/LVL peg rate fixed<br />
by Bank of Latvia by 1% - - 3/(3) - -<br />
As at 31 December 2010 TOTAL LVL EUR USD Other<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Financial asset/(liability)<br />
Cash and cash equivalents 1 101 1 027 74 - -<br />
Trade and other receivables 3 623 2 814 809 - -<br />
Trade and other payables (2 292) (2 108) (184) - -<br />
Short-term borrowings (4 059) (1 211) (2 848) - -<br />
Net statement of financial position exposure (1 627) 522 (2 149) - -<br />
Impact to net result if EUR had strengthened/<br />
(weakened) against EUR/LVL peg rate fixed<br />
by Bank of Latvia by 1% - - (21)/21 - -<br />
As at 31 December 2009 TOTAL LVL EUR USD Other<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Financial asset/(liability)<br />
Cash and cash equivalents 895 845 50 - -<br />
Trade and other receivables 3 077 2 487 590 - -<br />
Trade and other payables (2 295) (2 085) (210) - -<br />
Short-term borrowings (2 997) (738) (2 259) - -<br />
Net statement of financial position exposure (1 320) 509 (1 829) - -<br />
Impact to net result if EUR had strengthened/<br />
(weakened) against EUR/LVL peg rate fixed<br />
by Bank of Latvia by 1% - - (18)/18 - -<br />
As at 31 December 2011 - Group TOTAL LVL EUR USD Other<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
ASSETS<br />
Goodwill and other intangible assets 5 096 5 096 - - -<br />
Property, plant and equipment 5 662 5 662 - - -<br />
Investments in subsidiaries 2 2 - - -<br />
F-48
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Other financial assets 140 140 - - -<br />
Inventories 1 459 1 459 - - -<br />
Trade and other receivables 1 626 868 758 - -<br />
Loans to associate companies 1 852 - 1 852 - -<br />
Other short-term receivables 1 662 1 662 - - -<br />
Other short-term financial investment 1 1 - - -<br />
Cash and cash equivalents 966 664 297 5 -<br />
Total assets 18 466 15 554 2 907 5<br />
LIABILITIES AND EQUITY<br />
Interest bearing borrowings 7 948 - 7 948 -<br />
Finance lease liabilities 1 680 39 1 641 - -<br />
Trade and other payables 999 721 273 5 -<br />
Deferred tax liabilities and current tax liabilities 606 606 - -<br />
Deferred income and customer prepayments 397 397 - -<br />
Other liabilities and provisions 717 717 - -<br />
Total liabilities 12 347 2 480 9 862 -<br />
Share capital and reserves 5 039 5 039 - - -<br />
Minority interest 1 080 1 080 - - -<br />
Total liabilities and equity 18 466 8 599 9 862 5 -<br />
Net balance sheet long/(short) position - 6 955 (6 955) - -<br />
-<br />
As at 31 December 2010 - Group TOTAL LVL EUR USD Other<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
ASSETS<br />
Goodwill and other intangible assets 5 273 5 273 - - -<br />
Property, plant and equipment 5 839 5 839 - - -<br />
Investments in subsidiaries 2 2 - - -<br />
Long-term loans and receivables 404 14 390 - -<br />
Other financial assets 68 68 - - -<br />
Inventories 1 057 1 057 - - -<br />
Trade and other receivables 1 731 942 789 - -<br />
Other short-term receivables 1 975 1 955 20 - -<br />
Other short-term financial investment 159 159 - - -<br />
Cash and cash equivalents 859 785 74 - -<br />
Total assets 17 367 16 094 1 273 - -<br />
LIABILITIES AND EQUITY<br />
Interest bearing borrowings 3 860 62 3 798 - -<br />
Finance lease liabilities 2 811 32 2 779 - -<br />
Trade and other payables 880 696 184 - -<br />
Deferred tax liabilities and current tax liabilities 708 708 - - -<br />
Deferred income and customer prepayments 347 347 - - -<br />
Other liabilities and provisions 772 772 - - -<br />
Total liabilities 9 378 2 617 6 761 - -<br />
Share capital and reserves 6 183 6 183 - - -<br />
Minority interest 1 806 1 806 - - -<br />
F-49
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Total liabilities and equity 17 367 10 606 6 761 - -<br />
- -<br />
Net balance sheet long/(short) position - 5 488 (5 488) - -<br />
As at 31 December 2009 - Group TOTAL LVL EUR USD Other<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
ASSETS<br />
Goodwill and other intangible assets 6 151 6 151 - - -<br />
Property, plant and equipment 6 640 6 640 - - -<br />
Long-term loans and receivables 138 38 100 - -<br />
Other financial assets 5 5 - - -<br />
Inventories 693 693 - - -<br />
Trade and other receivables 1 502 914 588 - -<br />
Other short-term receivables 1 575 1 573 2 - -<br />
Other short-term financial investment 82 82 - - -<br />
Cash and cash equivalents 813 763 50 - -<br />
Total assets 17 599 16 859 740 - -<br />
LIABILITIES AND EQUITY<br />
Interest bearing borrowings 4 668 68 4 600 - -<br />
Finance lease liabilities 3 559 - 3 559 - -<br />
Liabilities to related companies 158 - 158 - -<br />
Trade and other payables 816 606 210 - -<br />
Deferred tax liabilities and current tax liabilities 461 461 - - -<br />
Deferred income and customer prepayments 477 477 - - -<br />
Other liabilities and provisions 1 262 1 262 - - -<br />
Total liabilities 11 401 2 874 8 527 - -<br />
Share capital and reserves 4 648 4 648 - - -<br />
Minority interest 1 550 1 550 - - -<br />
Total liabilities and equity 17 599 9 072 8 527 - -<br />
Net balance sheet long/(short) position - 7 787 (7 787)<br />
(c) Interest rate risk<br />
The Group’s is primarily financed from shareholder’s equity, cash flows from operating activities and to a lesser<br />
extent borrowings. The Group’s exposure to market risk from changes in interest rates is related to its debt<br />
obligations, since the bank borrowings and facilities are maintained on floating interest rates which are fixed for<br />
a period of 1 month.<br />
As at 31 December, 2011, the Group bank borrowings amounted totally to LVL 7.948 million (see Note 26) and<br />
Lease liabilities amounted totally to LVL 1.680 million (see Note 27). Assuming that the bank borrowings and<br />
lease liabilities would be at the year 2011 level over the period of the next 12 months, a one percentage point<br />
higher interest rate than the prevailing rate as per 31 December, 2011, would increase the interest expense by<br />
LVL 3 thousand.<br />
As at 31 December 2010, the Group bank borrowings totally amounted to LVL 3.860 million and lease<br />
liabilities totally amounted to LVL 2.811 million.<br />
(d) Credit risk<br />
F-50
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Financial instruments, which potentially subject the Group to concentrations of credit risk, consist principally of<br />
trade receivables (Note 20), cash at bank and short-term bank deposits (Note 22 and 24). The carrying amount of<br />
the above instruments represents the maximum credit exposure of the Group. The Group has policies in place to<br />
ensure that sales of products and services are provided to customers with an appropriate credit history. Credit<br />
risk concentration with respect to trade receivables is limited due to the extent of the customer base of the Group.<br />
Trade receivables are presented net of allowances for doubtful debts. Derivative counterparties and cash<br />
transactions are limited to financial institutions with an appropriate credit standing. The Group closely monitors<br />
and limits the amount of credit exposure of the Group companies to any financial institution. There are no<br />
significant concentrations of credit risk within the Group based on the type of customers (no significant reliance<br />
on specific individual customers).<br />
(e) Categories of financial instruments<br />
Financial assets<br />
31/12/2011 31/12/2010 31/12/2009<br />
Cash and bank balances 966 859 813<br />
Fair value through profit or loss (FVTPL) 1 159 82<br />
Loans and receivables (including trade receivables balance in<br />
a disposal group held for sale) 5 280 4 178 3 220<br />
Available-for-sale financial assets 2 2 -<br />
Financial liabilities<br />
Amortised cost 10 916 8 075 9 658<br />
NOTE 35<br />
CAPITAL MANAGEMENT<br />
The Group manages its capital to ensure that entities in the Group will be able to continue as going concern<br />
while maximising the return to shareholders through the optimization of the debt and equity balance.<br />
The capital structure of the Group consists of net debt (borrowings as detailed in notes 26, 27 offset by cash and<br />
bank balances) and equity of the Group (comprising issued capital, reserves, retained earnings and noncontrolling<br />
interests as detailed in notes 25).<br />
The Group is not subject to any externally imposed capital requirements.<br />
The Group's management reviews the capital structure of the Group on annual basis. As part of this review, the<br />
committee considers the cost of capital and the risks associated with each class of capital.<br />
Gearing ratio<br />
The gearing ratio at end of the reporting period was as follows.<br />
31/12/11 31/12/10 31/12/09<br />
LVL'000 LVL'000 LVL'000<br />
Debt (i) 9 628 6 671 8 226<br />
Cash and bank balances (including cash and bank<br />
balances in a disposal group held for sale) (966) (859) (813)<br />
Net debt 8 662 5 812 7413<br />
Equity (ii) 6 263 7 989 6 198<br />
Net debt to equity ratio 138% 73% 120%<br />
(i) Debt is defined as long- and short-term borrowings (excluding derivatives and financial guarantee<br />
contracts), as described in notes 26,<br />
(ii) Equity includes all capital and reserves of the Group that are managed as capital.<br />
F-51
EKO BALTIJA GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
NOTE 36<br />
COMMITMENTS AND CONTINGENCIES<br />
On 15.09.2011 Eko SPV SIA has entered into a Loan agreement No.2011-387-A with Nordea Bank Finland Plc<br />
Latvia branch in the amount of EUR 14.000 million EUR (LVL 9.839 million). The principal amount due as of<br />
31.12.2011 amounts to EUR 13.663 million.<br />
Commercial Mortgage Agreement for loan collateral has been concluded for all property of the Group at the<br />
moment of pledging, as well as for the future assets of this Eko Baltija Group, and the share capital of “Eko<br />
Baltija” owned by “SIA Eko SPV” as a commercial pledge.<br />
Loan maturity is 15.09.2018, loan agreement interest rate is EURIBOR+ 4.5%.<br />
NOTE 37<br />
EVENTS AFTER THE REPORTING PERIOD<br />
The shareholders of SIA Eko Baltija - E-Somtax Invest Ltd and KS Otrais Eko Fonds have invested their shares<br />
of SIA Eko Baltija as contribution in kind in the share capital of SIA Eko SPV. As the result of the contribution<br />
SIA Eko SPV owns 100% of SIA Eko Baltija shares. The transaction was registered in the Enterprise register<br />
April 23, 2012<br />
Eko Riga has won waste collection tender in Mārupe, neighborhood of Riga City.<br />
Contract was signed on April 13 and company expects to start servicing the new region from July1, 2012.<br />
Estimated amount is 40 000 m3/year which will add another 120 000 LVL annually in turnover of Eko Riga.<br />
F-52
Eko Baltija Group<br />
Condensed Consolidated Interim Financial Statements<br />
For 3 months ended 31 March 2012<br />
(prepared according to International Financial Reporting Standards<br />
as adopted by the EU)<br />
Riga, 6 June 2012<br />
F-53
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
MANAGEMENT REPORT<br />
The Management Board of SIA Eko Baltija presents the management report and condensed consolidated interim<br />
financial statements of Eko Baltija Group (hereinafter The Group) for the financial period from January 1, 2012 till<br />
March 31, 2012 (hereinafter 1 st quarter of 2012).<br />
The companies included in consolidation are: Eko Baltija SIA, Eko Kurzeme SIA, PET Baltija AS, Nordic Plast SIA,<br />
Eko Rīga SIA, Jūrmalas ATU SIA, Kurzemes Ainava SIA, Eko Reverss SIA, Latvijas Zaļais Punkts AS, Vaania SIA and<br />
Jumis SIA (the Group).<br />
The Group is the largest vertically integrated multi-service waste management group in the Baltics in terms of turnover,<br />
consisting of companies that operate in four different waste management segments, providing wide variety of services,<br />
starting from (i) organisation of waste recovery, (ii) waste collection, (iii) recyclables sorting and trading, and finally (iv)<br />
recycling. The Group is market leader in Latvia in organisation of waste recovery segment in terms of market share and<br />
turnover and the Group is the second largest waste collector in Latvia in terms of turnover and the leader in terms of<br />
geographical coverage. The Group collects waste in cities and surrounding regions of Riga, Liepaja, Talsi, Tukums,<br />
Jurmala and Sigulda. The Group also holds large market share in terms of volume in recyclables sorting and trading<br />
segment in the Baltics. Moreover, the Group has an unrivalled position in polyethylene terephthalate (“PET”) bottle and<br />
polyethylene (“PE”) recycling segments in the Baltics in terms of amount of recycled material and turnover. The Group<br />
has a long lasting cooperation with all key customers and municipalities<br />
BUSINESS REVIEW<br />
In the 1 st quarter of 2012 the Group continued to grow the business of the waste management companies in Latvia by<br />
strengthening and expanding the market share of group companies and in the secondary raw material processing and<br />
recycling market.<br />
In the reporting period the Group companies have achieved total turnover of LVL 6.969 million, which is 10% more than<br />
in the 1 st quarter of 2011. Main contribution comes from recycling companies, which total sales growth is + 10% against<br />
same period in 2011. Net profits of Group companies have been LVL 1.052 million, whereas attributable to parent entity<br />
- LVL th 974, which is 0.6% more than in 1 st quarter of 2011.<br />
The management of the Group considers the financial results being satisfactory.<br />
SHARE CAPITAL<br />
The Parent company’s registered and paid up capital equals LVL 150 thousand, that consists of 150 shares. Nominal<br />
value per share is LVL 1 thousand.<br />
Eko Baltija Ltd.shareholders as of 31 March 2012 were as follows:<br />
Shareholders 31/03/2012<br />
LVL’000<br />
150,000 ordinary shares of LVL 1 thousand each:<br />
1. E-SomTAX Invest LLP (Great Britain), 42% (2010:26.0%) 63<br />
2. KS 2 Eko Fonds, 16% (2010:10.0%) 24<br />
3. SIA Eko SPV, 42%; from 18.10.2011 63<br />
150<br />
F-54
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
MANAGEMENT BOARD RESPONSIBILITY FOR THE CONDENSED CONSOLIDATED INTERIM<br />
FINANCIAL STATEMENTS<br />
The Management Board is responsible for the preparation of the condensed consolidated interim financial statements of<br />
the Group. The condensed consolidated interim financial statements fairly present the financial position of the Group as<br />
as of 31 March 2012, and the results of its operations and cash flows during the reporting period.<br />
The Management Board confirms that appropriate accounting principles were applied consistently in the preparation of<br />
the condensed consolidated interim financial statements set out on pages 8 to 33, and that prudence was exercised in<br />
making estimates and forecasts. The Management Board confirms that International Financial Reporting Standards as<br />
adopted by the EU, for the preparation of condensed consolidated interim financial reports and Latvian legislation were<br />
complied with, and that the condensed consolidated interim financial statements were prepared on a going concern basis.<br />
The Management Board is responsible for maintaining proper accounting records, for taking reasonable steps to<br />
safeguard the assets of the company, and to prevent and detect any fraud or other irregularities.<br />
RISK MANAGEMENT<br />
Eko Baltija Ltd. and its Group companies follow the market development and plan the operations in order to identify the<br />
possible risks which could prevent the Companies to achieve the set goals. The constant follow up on financial resources<br />
safeguards the possibility of the Group to settle all obligations in due time.<br />
SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD<br />
The shareholders of SIA Eko Baltija - E-Somtax Invest Ltd and KS Otrais Eko Fonds have invested their shares of SIA<br />
Eko Baltija as contribution in kind in the share capital of SIA Eko SPV. As the result of the contribution SIA Eko SPV<br />
owns 100% of SIA Eko Baltija shares. The transaction was registered in the Enterprise register April 23, 2012.<br />
In April 2012 Eko Riga won waste collection tender in Mārupe region, neighbourhood of Riga City. Contract was signed<br />
on April 13th and company expects to start servicing the new region from July 1st, 2012. Estimated annually collected<br />
volume in this area is 40 000 m3. As a result of this agreement it is expected that there be at least 120 000 Ls per year<br />
increase in sales.<br />
FUTURE DEVELOPMENT OF THE PARENT COMPANY EKO BALTIJA AND SUBSIDIARIES<br />
The Group is planning further expansion in the fields of organisation of waste recovery, waste collection, recyclables<br />
sorting and trading, and recycling.<br />
The Group is planning considerable investments to improve efficiency of existing business, development of new<br />
products and geographical expansion.<br />
AUDITORS<br />
F-55
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
SUPERVISORY COUNCIL<br />
Chairman of the Council Eduards Ekarts (since 24.05.2010.)<br />
Deputy Chairman of the Council Raitis Maurāns (since 30.11.2011.)<br />
Sveinn Hannesson (till 30.11.2011.)<br />
Council members Lelde Vītiņa (since 30.11.2011.)<br />
Raimonds Ozols (till 30.11.2011.)<br />
Eduards Ekarts (till 24.05.2010.)<br />
Sveinn Hannesson (till 24.05.2010.)<br />
F-56
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
MANAGEMENT BOARD<br />
Chairman of the Board Māris Simanovičs (since 26.04.2007.)<br />
Board members Viesturs Tamužs (since 15.12.2006.)<br />
Undīne Būde (since 26.04.2007.)<br />
Petur Valdimarsson (till 30.11.2011.)<br />
Gunnar Bragason (till 30.11.2011.)<br />
F-57
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
F-58
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME<br />
Notes 1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Net sales 1 6 969 6 315<br />
Cost of sales 2 (4 979) (4 320)<br />
Gross profit 1 990 1 995<br />
Selling expenses 3 (43) (67)<br />
Administrative expenses 4 (702) (699)<br />
Other operating income 5 60 73<br />
Other operating expenses 6 (99) (102)<br />
Interest income and similar income 8 32 7<br />
Interest expenses and similar expenses 9 (82) (64)<br />
Other taxes 10 (2) (1)<br />
Profit before corporate income tax 1 154 1 142<br />
Corporate income tax for the reporting year 11 (119) (75)<br />
Deferred income tax 11 17 12<br />
Current year profit and comprehensive income 1 052 1 079<br />
Attributable to:<br />
Owners of the parent 974 962<br />
Non-controlling interests 78 117<br />
F-59
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION<br />
Notes<br />
31 March<br />
2012<br />
LVL’000<br />
31 December<br />
2011<br />
LVL’000<br />
ASSETS<br />
Non-current assets<br />
Goodwill 5 056 5 056<br />
Intangible assets 39 40<br />
Property, plant and equipment 5 611 5 662<br />
Investments in associates 13 177 2<br />
Other financial assets 77 140<br />
Total non-current assets 10 960 10 900<br />
Current assets<br />
Inventories 898 1 459<br />
Trade and other receivables 14 2 241 1 626<br />
Loan to related company 15,19 2 398 1 852<br />
Other short-term receivables 1 521 1 546<br />
Corporate income tax 55 116<br />
Other short-term financial investment 116 1<br />
Cash and cash equivalents 787 966<br />
Total current assets 8 016 7 566<br />
Total assets 18 976 18 466<br />
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION<br />
Notes<br />
31 March<br />
2012<br />
LVL’000<br />
31 December<br />
2011<br />
LVL’000<br />
EQUITY AND LIABILITIES<br />
Capital and reserves<br />
Share capital 16 150 150<br />
Share premium 5 442 5 442<br />
Reorganization reserve (4 625) (4 625)<br />
Retained earnings 5 046 4 072<br />
F-60
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
Equity attributed to the shareholders 6 013 5 039<br />
Non-controlling interests 1 158 1 080<br />
Total equity 7 171 6 119<br />
Non-current liabilities<br />
Interest bearing borrowings 17 5 363 5 556<br />
Finance lease liabilities 18 1 150 1 085<br />
Deferred tax liabilities 11 283 317<br />
Deferred income 180 182<br />
Total non-current liabilities 6 976 7 140<br />
Current liabilities<br />
Trade and other payables 980 999<br />
Interest bearing borrowings 17 2 096 2 392<br />
Finance lease liabilities 18 429 595<br />
Deferred income and customer prepayments 264 215<br />
Corporate income tax liabilities 12 43<br />
Tax liabilities 327 246<br />
Other liabilities 721 717<br />
Total current liabilities 4 829 5 207<br />
Total liabilities 11 805 12 347<br />
Total equity and liabilities 18 976 18 466<br />
F-61
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY<br />
ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY<br />
Share<br />
capital<br />
Share<br />
premium<br />
Reorganization<br />
reserve<br />
Retained<br />
earnings<br />
(losses)<br />
Noncontrolling<br />
interest<br />
Total<br />
equity<br />
LVL’000 LVL’000 LVL’000 LVL’000<br />
Balance at 1 January 2011 150 5 442 - 591 1 806 7 989<br />
Changes in retained earnings - - - 278 - 278<br />
Changes in non-controlling<br />
- - - - (901) (901)<br />
interest<br />
Net profit for the 1Q 2011 - - - 962 - 962<br />
Non-controlling interest in current<br />
year profit<br />
- - - - 117 117<br />
Balance at 31 March 2011 150 5 442 - 1 831 1 022 8 445<br />
Balance at 1 January 2011 150 5 442 (4 625) 4 072 1 080 6 119<br />
Net profit for the 1Q 2012 - - - 974 - 974<br />
Non-controlling interest in current<br />
year profit<br />
- - - - 78 78<br />
Balance at 31 March 2012 150 5 442 (4 625) 5 046 1 158 7 171<br />
F-62
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS<br />
Notes 1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Operating activities<br />
Profit before corporate income tax 1 154 1 142<br />
Adjustments for:<br />
Depreciation and amortisation 356 340<br />
Changes in provisions 30 22<br />
Gain on disposal of assets - net (5) (2)<br />
Interest income 8 (32) 1<br />
Interest expenses 9 82 64<br />
Operating profit before working capital changes 1 585 1 567<br />
(Increase)/decrease in trade and other receivables (669) 112<br />
Decrease in inventories 562 261<br />
Increase /(decrease) in trade and other payables 168 (200)<br />
Cash generated from operations 1 646 1 740<br />
Interest paid (72) (37)<br />
Corporate income tax paid (31) (24)<br />
Property tax expenses (2) (1)<br />
Net cash from operating activities 1 541 1 678<br />
Investing activities<br />
Purchase of property, plant and equipment (287) (99)<br />
Proceeds from sale of property, plant, equipment and investments 17 -<br />
Investments in capital shares 13 (175) (2)<br />
Payments for financial investments - (222)<br />
Repaid financial investments 63 -<br />
Loans granted (528) (243)<br />
Interest income received - 3<br />
Net cash used in investing activities (910) (563)<br />
Financing activities<br />
Proceeds from issue of share capital - 1<br />
Loans received 126 1<br />
Interest paid (10) (26)<br />
Repayment of amounts borrowed (627) (853)<br />
Finance lease payments (299) (134)<br />
Net cash used in financing activities (810) (1 011)<br />
Net increase in cash and cash equivalents (179) 104<br />
Cash and cash equivalents at the beginning of the year 966 859<br />
Cash and cash equivalents at the end of the year 787 963<br />
F-63
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
GENERAL INFORMATION<br />
The principal activities of Eko Baltija Group (The Group) are the provision of waste management services. The<br />
Group is the largest vertically integrated multi-service waste management group in the Baltics in terms of<br />
turnover, consisting of companies that operate in four different waste management segments, providing wide<br />
variety of services, starting from (i) organisation of waste recovery, (ii) waste collection, (iii) recyclables sorting<br />
and trading, and finally (iv) recycling. The average number of employees of the Group during the reporting period<br />
was 460.<br />
The ultimate controlling party of the Group are three private individuals - Mr.Māris Simanovičs, Mr. Viesturs<br />
Tamužs, Mrs. Undīne Būde.<br />
The Parent company of the Group, SIA Eko Baltija (further - Eko Baltija) was incorporated on 12 February, 2002.<br />
The name of the company initially was “LZP 1” SIA. In September 2007 it was changed to Eko Baltija SIA. It<br />
was the period when development of Eko Baltija Group has started.<br />
At the end of 2011 there were 6 wholly owned subsidiaries of the “Eko Kurzeme” SIA, “PET Baltija” AS,<br />
“Nordic Plast” SIA, “Eko Rīga” SIA, “Jūrmalas ATU” SIA, “Kurzemes Ainava” SIA, and partly owned 2<br />
subsidiaries – “Latvijas Zaļais punkts” AS and “Vaania” SIA. Eko Baltija indirectly owned “Eko Reverss” SIA,<br />
that is the wholly owned subsidiary by “Latvijas Zaļais punkts” AS, the main activities of which are recyclables<br />
sorting and trading. Eko Baltija also indirectly owned “Jumis” PSIA, on concession rights owned subsidiary of<br />
“Vaania” SIA, the main activities of which are waste collection.<br />
SIA "Eko Kurzeme” was founded on 28 April 2003 (legal address: Ezermalas iela 11, Liepaja, LV 3400). The<br />
principal activity is waste management. It was acquired by Eko Baltija Group in February 2009. The company<br />
was reorganized in May 2011, whereby it took over its subsidiary company “Sikari SIA”.<br />
“Sikari” SIA was founded on 1 July 2003 (legal address: Ezermalas iela 11, Liepāja, LV 3400). The principal<br />
activity is waste management. It was acquired by Eko Baltija Group in February 2009. The company was<br />
reorganized in May 2011 whereby it was merged with its parent company “Eko Kurzeme” SIA.<br />
SIA “Eko Rīga” was founded on 27 February 2004 (legal address: Uriekstes iela 2a, Rīga, LV-1005). SIA „Eko<br />
Rīga” is the operator for collection of municipal waste, used packaging and construction waste performing its<br />
activities in Riga and Riga territory. The company offers collection of domestic waste, used packaging and<br />
construction waste to legal and physical persons. “Eko Rīga” was acquired by the Group in 2007.<br />
“Nordic Plast” SIA was founded on 24 May 2000 (legal address: Rūpnīcu iela 4, Olaine; LV-2114). SIA „Nordic<br />
Plast” basic activity is recycling of secondary raw material - polyethylene. “Nordic Plast” was acquired by Eko<br />
Baltija Group in 2007.<br />
“PET Baltija“ AS was founded on 2 January 2003.(legal address: Aviācijas iela 18, Jelgava, LV 3004). The<br />
company deals with recycling of used PET bottles. The company was acquired by the Eko Baltija Group in 2007.<br />
“PET Baltija AS” owns 10% shares in its associated company “EKO PET SIA”, the registered basic activities of<br />
which include sorted materials and secondary raw materials recycling services.<br />
SIA “Jūrmalas ATU” was founded on 20 September 1996 (legal address: Slokas iela 69b, Jūrmala, LV- 2015).<br />
The basic activities of SIA “Jūrmalas ATU ” are road transport services, collection and disposal of dry and liquid<br />
waste, street cleaning and city area maintenance. It was acquired by Eko Baltija group in 2009.<br />
SIA “Kurzemes Ainava” was foundedon 9 October 2002.(legal address: Dienvidu iela 2, Tukums, LV 3101). The<br />
company is specializing in the sphere of waste management. It was acquired by Eko Baltija Group in 2009. The<br />
company was reorganized. It took over its parent company “Tukuma Ainava” SIA.<br />
SIA “Tukuma Ainava” was founded on 3rd February 1999 (legal address: Dienvidu iela 2, Tukums, LV 3101).<br />
The basic activity is to provide communal services to Tukums area Council in the town Tukums. It was acquired<br />
by the “Eko Baltija” Group in 2009. The company was reorganized in 2011. It was joined with its subsidiary<br />
“Kurzemes Ainava” SIA.<br />
F-64
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
“Vaania” SIA was founded on 15 May 2003 (legal addess: R.Blaumaņa iela 10, Sigulda, LV-2150). The basis<br />
activity of the company is lease of trucks and waste containers. On the basis of a concession agreement the<br />
company has the rights to the management of “PSIA Jumis”. The company was acquired by “Eko Baltija” Group<br />
in 2007.<br />
“PSIA Jumis” was founded on 5 December 1991 (legal address: Blaumaņa iela 10, Sigulda, LV-2150). The basic<br />
activities of the company “PSIA JUMIS” are management of dry municipal waste and used packaging, collection<br />
of construction and bulky waste, lease of production premises and others. On the basis of a concession agreement<br />
the right to manage the company belongs to SIA “Vaania”. The company was acquired by Eko Baltija Group in<br />
2007.<br />
„Latvijas Zaļais punkts” AS was founded on 11 January 2000 (legal address: Baznīcas iela 20/22, Rīga, LV 1001).<br />
AS „Latvijas Zaļais punkts” (LZP) in conformity with the agreements for cooperation entered into with the<br />
Environment Ministry of the Republic of Latvia is introducing and implementing the manufacturers’<br />
responsibility systems in the field of packaging waste, electric and electronic equipment waste (EEE) as well as,<br />
environmentally hazardous waste products management in Latvia. “LZP” acquired 100% shares of “Eko Reverss”<br />
SIA in 2007. “LZP” was acquired by the Eko Baltija Group in 2007.<br />
“Eko Reverss” was founded on 23 March 2001 (legal address: Nautrānu iela 12, Rīga, LV-1079). SIA „Eko<br />
Reverss” is a company servicing secondary raw materials collection systems operating in Latvia and cooperating<br />
with other companies in the Baltic States in the field of collection and recycling of secondary raw materials. The<br />
company offers the services of separated collection of waste for municipalities and legal persons. Its parent<br />
company is “Latvijas Zaļais punkts” AS. The company was acquired by Eko Baltija Group in 2007.<br />
“AG Inter” SIA was founded on 21 May 1998 (legal address: Dienvidu iela 2, Tukums, LV 3101). The principal<br />
activity is waste management. “Kurzemes Ainava” SIA was the company’s parent company. The company was<br />
acquired by Eko Baltija Group in 2009. The company shares were sold in the end of year 2011 and it is not<br />
consolidated in year 2011.<br />
“Martell SIA” was founded on 8 April 2011 (legal address: Dārza iela 2, Rīga, LV 1007). The registered basic<br />
activity of the company is management of real estate. The company has not yet started its activities. The company<br />
is not consolidated.<br />
“EKO PET” SIA was founded on 15 October 2009 (legal address: Dārza iela 2, Rīga, LV 1007). The registered<br />
basic activity of the company is sorted materials and secondary raw materials recycling services. “PET Baltija”<br />
AS owns 10 % of “Eko PET” SIA equity. The company has not yet started its activities. The company is not<br />
consolidated.<br />
F-65
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
STATEMENT OF ACCOUNTING POLICIES<br />
(a) Basis of preparation<br />
The condensed consolidated interim financial statements have been prepared in accordance with International<br />
Financial Reporting Standards (“IFRS”) as adopted by the European Union (the “EU”) issued by the International<br />
Accounting Standards Board (“IASB”), Interpretations issued by the International Financial Reporting<br />
Interpretations Committee (“IFRIC”).<br />
These condensed consolidated interim financial statements are prepared in accordance with IAS 34 Interim<br />
Financial Reporting. The accounting policies adopted in the preparation of the condensed interim consolidated<br />
financial statements are consistent with those followed in the preparation of the Group’s annual financial<br />
statements for the year ended 31 December 2011, to which is referred.<br />
The functional currency of Eko Baltija and each of its subsidiaries and the reporting currency for these condensed<br />
consolidated interim financial statements is the Latvian Lat. All amounts shown in these financial statements are<br />
presented in thousands of Latvian Lats (LVL) unless stated differently.<br />
(b) Estimates and judgements<br />
The preparation of consolidated financial statements in conformity with IFRS as adopted by the EU requires the<br />
management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and<br />
expenses, and disclosure of contingencies. The significant areas of estimation used in the preparation of the<br />
accompanying consolidated financial statements relate to revenue recognition, depreciation, allowance for bad<br />
debts and inventories, and impairment evaluation. Although these estimates are based on the management’s best<br />
knowledge of current events and actions, the actual results may ultimately differ from those estimates. The areas<br />
involving a higher degree of judgement or complexity are described below.<br />
(i) Useful lives for property, plant and equipment<br />
Asset useful lives are assessed annually and changed when necessary to reflect current thinking on their remaining<br />
lives in light of technological change, prospective economic utilisation and physical condition of the assets<br />
concerned.<br />
(ii) Inventories<br />
The Group performs estimates for calculation of net realisable values for slow-moving and obsolete inventories to<br />
determine the loss of decrease in the value of inventories. Typically net realisable values are determined for each<br />
position separately, if it is not possible historical experience is used to estimate possible loss.<br />
(iii) Revenue recognition<br />
Principles for revenue allocation are described in policy (n).<br />
(iv) Allowances for doubtful debts<br />
The Group makes allowances for doubtful accounts receivable. Estimates based on historical experience are used<br />
in determining the level of debts that management believes will not be collected (see Note 14).<br />
(v) Provisions<br />
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events,<br />
and it is probable that an outflow of resources embodying economic benefits will be required to settle the<br />
obligation, and a reliable estimate of the amount of the obligation can be made.<br />
Provisions are measured in the statement of financial position at the best estimate of the expenditure required to<br />
settle the present obligation at the end of the reporting period date. Provisions are used only for expenditures for<br />
which the provisions were originally recognised and are reversed if an outflow of resources is no longer probable.<br />
Provisions for restructuring costs include employee termination benefits and are recognised in the period when<br />
the Group takes on legal or logical obligations to pay out such expenses; when the Group has developed a<br />
detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out<br />
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the restructuring by starting to implement the plan or announcing its main features to those affected by it. The<br />
measurement of a restructuring provision includes only the direct expenditures arising from the restructuring.<br />
(vi) Goodwill impairment<br />
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units<br />
to which goodwill has been allocated. The value in use calculation requires the directors to estimate the future<br />
cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate<br />
present value.<br />
The carrying amount of goodwill at 31 March 2012 was 5 056 LVL`000.<br />
(c) Basis of consolidation<br />
(i) Subsidiaries<br />
The consolidated financial statements include subsidiaries that are controlled by the Parent <strong>Company</strong>. Control is<br />
presumed to exist where more than a half of the subsidiary’s voting rights are controlled by the Parent <strong>Company</strong><br />
or it otherwise has the power to exercise control over the operating and financial policies so as to obtain benefits<br />
from its activities. Subsidiaries are consolidated from the date on which control is transferred to the Group and<br />
until the date that control ceases. The financial statements of the subsidiaries are prepared for the same reporting<br />
year as the Parent <strong>Company</strong>, using consistent accounting policies.<br />
The purchase method of accounting is used to account for the acquisition of subsidiaries [other than those<br />
acquired from parties under common control]. Identifiable assets acquired and liabilities and contingent liabilities<br />
assumed in a business combination are measured at their fair values at the acquisition date.<br />
The consideration transferred for the acquiree is measured at the fair value of the assets given up, equity<br />
instruments issued and liabilities incurred or assumed, including fair value of assets or liabilities from contingent<br />
consideration arrangements but excludes acquisition related costs such as advisory, legal, valuation and similar<br />
professional services. Transaction costs incurred for issuing equity instruments are deducted from equity;<br />
transaction costs incurred for issuing debt are deducted from its carrying amount and all other transaction costs<br />
associated with the acquisition are expensed.<br />
(ii) Associated companies<br />
Investments in associated companies are accounted for by the equity method and are recognised initially at cost.<br />
These are undertakings in which the Group holds from 20% to 50% of the voting rights and over which the Group<br />
exercises significant influence, but which it does not control.<br />
Equity method of accounting involves recognising in the profit or loss the Group’s share of the associate’s net<br />
profit or loss for the year and eliminating unrealised gains and unrealised losses on transactions between the<br />
Group and the associated undertaking to the extent of the Group’s interest in the associates. Dividends received<br />
from the associate reduce the carrying amount of the investment. The Group’s interest in the associate is carried in<br />
the statement of financial position at an amount that reflects its share of the net assets of the associate including<br />
any goodwill on acquisition. Investments in associated undertakings are reported as non-current assets in the<br />
Group’s consolidated statement of financial position.<br />
(iii) Transactions eliminated on consolidation<br />
The consolidated financial statements comprise the financial statements of the parent company and its subsidiaries<br />
as at 31 March 2012. All intra-group balances, income and expenses and unrealised gains and losses resulting<br />
from intra-group transactions are eliminated in preparing the consolidated financial statements. Unrealised gains<br />
arising from transactions with equity accounted investees are eliminated against the investment to the extent of the<br />
Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to<br />
the extent that there is no evidence of impairment.<br />
(d) Foreign currencies<br />
All transactions denominated in foreign currencies are translated into Lats at the Bank of Latvia rate of exchange<br />
prevailing on the day the transaction took place. Gains and losses resulting from the settlement of such<br />
transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are<br />
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EKO BALTIJA GROUP<br />
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recognised in the profit or loss. At the end of year foreign currency monetary assets and liabilities are translated at<br />
the Bank of Latvia rate of exchange ruling at 31 March 2012, and all associated exchange differences are dealt<br />
with through the profit or loss.<br />
Exchange rates in the last three years have been:<br />
2012 2011<br />
as at 31 March as at 31 December<br />
USD/LVL 0.528 0.544<br />
LTL/LVL 0.204 0.204<br />
GBP/LVL 0.840 0.840<br />
Within the framework of Latvia's preparation for full-fledged membership in the <strong>Eco</strong>nomic and Monetary Union,<br />
the Bank of Latvia has fixed the peg rate of the Lat and the euro at EUR 1 = LVL 0.702804 effective since 1<br />
January 2005.<br />
(e) Intangible assets<br />
(i) Goodwill<br />
Goodwill is measured by deducting the net assets of the acquiree from the aggregate of the consideration<br />
transferred for the acquiree, the amount of non-controlling interest in the acquiree and fair value of an interest in<br />
the acquiree held immediately before the acquisition date. Any negative amount (“negative goodwill”) is<br />
recognised in profit or loss, after management reassesses whether it identified all the assets acquired and all<br />
liabilities and contingent liabilities assumed and reviews appropriateness of their measurement. Goodwill is not<br />
amortised and instead is tested for impairment annually or more frequently if indicators of impairment exist.<br />
Following initial recognition goodwill is measured at cost less any accumulated impairment losses. An<br />
impairment loss in respect of goodwill is not reversed.<br />
(ii) Other intangible assets<br />
Other intangible assets comprise costs of acquired computer software licences and other licences. Where the<br />
software is an integral part of the related hardware that cannot operate without that specific software, computer<br />
software is treated as property, plant and equipment. Other intangible assets are amortised using the straight-line<br />
method over their useful lives as follows:<br />
Useful lives,<br />
years<br />
Software and licences 3 – 5<br />
Other intangible assets are stated at historical cost less accumulated amortisation and any accumulated<br />
impairment losses. Where an indication of impairment exists, the carrying amount of any intangible asset is<br />
assessed and written down immediately to its recoverable amount, which is the higher of an asset’s net selling<br />
price and value in use, recognising impairment loss as an expense in the profit or loss. Review for impairment is<br />
carried out at each end of the reporting period date. The recoverable amount of an intangible asset not yet<br />
available for use is tested for impairment annually, irrespective of whether there is any indication that it may be<br />
impaired. For the purposes of assessing impairment, assets are grouped at the lowest level, for which there are<br />
separately identifiable cash inflows.<br />
(f)<br />
Property, plant and equipment<br />
All property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated<br />
impairment losses. Depreciation of property, plant and equipment is calculated using the straight-line method to<br />
allocate the depreciable amount of the assets over their estimated useful lives as follows:<br />
Useful lives,<br />
Years<br />
Buildings 10 – 40<br />
Other fixed assets 3 – 7<br />
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EKO BALTIJA GROUP<br />
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Land is not depreciated as it is deemed to have an indefinite life.<br />
The useful life and residual value of an asset is reviewed at least at each financial year-end. Effect from a change<br />
in the estimated useful life of an asset is recognised prospectively by including it in the profit or loss in the<br />
current period and future periods.<br />
Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down<br />
immediately to its recoverable amount, which is the higher of an asset’s fair value less cost to sell and value in<br />
use, recognising impairment loss as an expense in the profit or loss. Review for impairment is carried out at the<br />
end of the reporting period. For the purposes of assessing impairment, assets are grouped at the lowest level, for<br />
which there are separately identifiable cash inflows.<br />
Gains and losses on disposals of assets are determined by comparing proceeds with the carrying amount, and are<br />
included in the results from operating activities.<br />
Leasehold improvements are included within buildings and amortised over the shorter of the useful life of the<br />
improvement and the term of lease.<br />
The cost of the construction of property, plant and equipment is determined by the reference to the actual costs<br />
incurred to the suppliers and subcontractors as at the end of the reporting period. Interest costs on borrowings to<br />
finance the construction of property, plant and equipment and other operating expenses directly attributable to the<br />
construction of property, plant and equipment (costs of own labour, material and other costs) are capitalised as<br />
part of the cost of the asset during the period of time that is required to complete and prepare the property for its<br />
intended use.<br />
(g) Financial assets<br />
Financial assets comprise investments in equity and debt securities (excluding investments in associates), trade<br />
and other receivables, cash and cash equivalents and loans issued and derivative financial assets.<br />
Cash and cash equivalents comprise current accounts with banks, cash on hand, and deposits with banks with<br />
initial maturity up to three month.<br />
Financial assets are classified as financial assets at fair value through profit or loss, loans and receivables, held-to<br />
maturity investment, or available-for-sale financial assets, as appropriate:<br />
(i) Financial assets at fair value through profit or loss<br />
An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon<br />
initial recognition. Financial instruments are designated at fair value through profit or loss if the Group manages<br />
such investments and makes purchase and sale decisions based on their fair value in accordance with the Group’s<br />
documented risk management or investment strategy. Upon initial recognition attributable transaction costs are<br />
recognised in the profit or loss as incurred. Financial instruments at fair value through profit or loss are measured<br />
at fair value, and changes therein are recognised in the profit or loss.<br />
(ii) Loans and receivables<br />
Loans and receivables are initially recognised at fair value plus any directly attributable transaction costs, which<br />
for trade receivables is usually the original invoiced amount and subsequently carried at amortised cost using the<br />
effective interest method less allowances made for doubtful receivables. Allowances are made specifically where<br />
there is objective evidence of a dispute or an inability to pay. The additional allowances are made based on an<br />
analysis of balances by age and previous losses experienced. Loans and receivables are classified in current<br />
assets, except for maturities greater than 12 months after the end of the reporting period date. These are classified<br />
as non-current assets.<br />
An impairment or bad debt loss is recognised in the profit or loss whenever it is probable that the Group will not<br />
collect all amounts due according to the contractual terms of loans or receivables. The impairment loss is<br />
measured as the difference between that asset’s carrying amount and the present value of estimated future cash<br />
flows discounted at the financial asset’s original effective interest rate. The impairment loss is only reversed if it<br />
can be related objectively to an event after the impairment was recognised and is reversed to the extent the<br />
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EKO BALTIJA GROUP<br />
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carrying value of the asset does not exceed its amortised cost at the date of reversal. The amount of the reversal is<br />
included in the profit or loss.<br />
(iii) Held-to-maturity investments<br />
If the Group has the positive intent and ability to hold debt securities to maturity, then they are classified as heldto-maturity.<br />
Held-to-maturity financial assets are recognized initially at fair value plus any directly attributable<br />
transaction costs. Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost<br />
using the effective interest method, less any impairment losses.<br />
(iv) Available-for-sale financial assets<br />
Available-for-sale financial assets are recognised initially at fair value plus any directly attributable transaction<br />
costs. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment<br />
losses, and foreign currency differences on available-for-sale monetary items, are recognised directly in other<br />
comprehensive income. When an investment is derecognised, the cumulative gain or loss is reclassified from other<br />
comprehensive income to profit or loss for the year.<br />
Financial assets are derecognised when the rights to receive cash flows from assets have expired or have been<br />
transferred and the Group has transferred substantially all risks and rewards of ownership.<br />
Financial assets are reviewed for impairment at the end of the reporting period. A financial asset is impaired if<br />
objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the<br />
loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.<br />
Objective evidence that financial assets (including equity securities) are impaired can include default or<br />
delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider<br />
otherwise, indications that a debtor or issuer will enter bankruptcy, the disappearance of an active market for a<br />
security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value<br />
below its cost is objective evidence of impairment.<br />
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference<br />
between its carrying amount, and the present value of the estimated future cash flows discounted at the original<br />
effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by<br />
reference to its fair value.<br />
Individually significant financial assets are tested for impairment on an individual basis. The remaining financial<br />
assets are assessed collectively. In assessing collective impairment the Group uses historical trends of the<br />
probability of default, timing of recoveries and the amount of loss incurred, adjusted for management’s judgment<br />
as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less<br />
than suggested by historical trends.<br />
All impairment losses are recognised in the profit or loss. An impairment loss is reversed if the reversal can be<br />
related objectively to an event occurring after the impairment loss was recognised.<br />
(h) Financial liabilities<br />
Non – derivative financial liabilities comprise trade and other payables and borrowings.<br />
(i)Trade and other payables<br />
Trade payables are recognised initially at fair value plus any directly attributable transaction costs and<br />
subsequently measured at amortised cost using the effective interest method. The carrying value of trade and<br />
other payables approximate their fair values due to their short maturity. A financial liability is removed from the<br />
statement of financial position, when the obligation specified in the contract is discharged or cancelled or expires.<br />
(ii) Borrowings<br />
All borrowings are initially recognised at the fair value of the consideration received plus directly attributable<br />
transaction costs. After initial recognition, borrowings are subsequently measured at amortised cost using the<br />
effective interest rate method. Gains and losses are recognised in the profit or loss as interest income/expense<br />
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EKO BALTIJA GROUP<br />
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when the liabilities are derecognised as well as through the amortisation process. The part of outstanding amount,<br />
which is due after more than 12 months, is included in non-current liabilities.<br />
Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalised<br />
as part of the cost of that asset. The amount of borrowing costs eligible for capitalisation is determined by<br />
applying the capitalisation rate to the expenditures on a qualifying asset. Capitalisation rate is the weighted<br />
average interest rate on borrowings that are outstanding during the period.<br />
(i)<br />
Leases<br />
Leases of assets under which the lessee assumes substantially all the benefits and risks of ownership are classified<br />
as finance leases. All other leases are classified as operating leases.<br />
(i) A Group company is a lessor<br />
When assets are leased out under an operating lease, income from operating leases is recognised in the profit or<br />
loss on a straight-line basis over the lease term. Initial direct costs incurred in negotiating and arranging an<br />
operating lease are included in the initial measurement of the finance lease receivable and reduce the amount of<br />
income recognized over the lease term.<br />
If a Group company is a lessor in a finance lease arrangement, it recognizes the asset in the statement of financial<br />
position as a receivable at an amount equal to the present value of the lease payments. Lease income is recognised<br />
over the term of the lease on the basis of constant periodic rate of return.<br />
(ii) A Group company is a lessee<br />
Payments made under operating leases are charged to the profit or loss on a straight-line basis over the period of<br />
the lease.<br />
If a Group company is a lessee in a finance lease arrangement, it recognises in the statement of financial position<br />
the assets as an item of property, plant and equipment and a lease liability measured as the lower of the fair value<br />
of the leased property and the present value of the minimum lease payments. Each lease payment is allocated<br />
between the liability and finance charge so as to achieve a constant interest rate on the balance of liability<br />
outstanding. The interest element of the lease payment is charged to the profit or loss over the lease period. The<br />
item of property, plant and equipment acquired under a finance lease is depreciated over the shorter of the useful<br />
life of the asset and the lease term, unless it is reasonably certain that the Group will obtain ownership by the end<br />
of the lease term.<br />
(j)<br />
Inventories<br />
Inventories are stated at the lower of cost and estimated net realisable value. Cost is determined by the weighted<br />
average cost method for items that are interchangeable. For inventory items that are not interchangeable, specific<br />
costs are attributed to the specific individual items of inventory. Net realisable value is the estimated selling price<br />
in the ordinary course of business, less the estimated costs of completion and selling expenses.<br />
(k) Contingent assets and liabilities<br />
Contingent assets are not recognised in the consolidated financial statements, but disclosed in the notes when an<br />
inflow of economic benefits is probable. Contingent liabilities are not recognised in the financial statements. They<br />
are disclosed in the notes unless the possibility of an outflow of resources embodying economic benefits is<br />
remote.<br />
(l)<br />
Employee benefits<br />
(i) Short-term employee benefits<br />
Short-term employee benefits are recognised as a current expense in the period when employees render the<br />
services. These include salaries and wages, social security contributions, bonuses, paid holidays and other<br />
benefits.<br />
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EKO BALTIJA GROUP<br />
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(m) Income taxes<br />
Income tax expense comprises current and deferred tax. Income tax is recognized in the profit of loss, except to<br />
the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the<br />
tax is also recognized in other comprehensive income or directly in equity.<br />
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively<br />
enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years.<br />
Deferred tax is recognized in respect of temporary differences arising between the tax bases of assets and<br />
liabilities and their carrying value for financial reporting purposes. Deferred tax assets and liabilities are<br />
measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is<br />
settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.<br />
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available<br />
against which the temporary differences can be utilised. Deferred income tax is provided on temporary<br />
differences arising on investments in subsidiaries and associated undertakings, except where the timing of the<br />
reversal of the temporary difference can be controlled and it is probable that the temporary difference will not<br />
reverse in the foreseeable future.<br />
The principal temporary differences arise from depreciation of property, plant and equipment and accrued<br />
expenses.<br />
(n) Revenue recognition<br />
Revenue from sales of goods is recognised when significant risks and rewards of ownership of the goods have<br />
passed to the buyer, usually on delivery of goods, recovery of the consideration is probable, the associated costs<br />
and possible return of goods can be estimated reliably, there is no continuing management involvement with the<br />
goods, and the amount of revenue can be measured reliably.<br />
Revenue from services is recognised when services are rendered to customers in accordance with contractual<br />
terms and conditions.<br />
The Group recognises revenue based on the amount invoiced to customer net of value added tax when it has<br />
earned revenue from sale of the goods or services and the net amount retained (that is, the amount billed to<br />
customer less the amount paid to service provider) when it has earned a commission or fee.<br />
Dividends are recognised when the right to receive payment is established.<br />
(o) Earnings per share<br />
Earnings per share are calculated by dividing profit or loss for the year by the weighted-average number of<br />
ordinary shares outstanding during the year.<br />
(p) Dividends<br />
Dividends are recorded in the financial statements of the Group in the period in which they are approved by the<br />
Group’s shareholders and the shareholder`s right to receive payment has been established.<br />
(q) Events after the Reporting Period<br />
The amounts recognised in financial statements are adjusted to reflect events after the reporting period that<br />
provide additional information about the Group’s position at reporting period (adjusting events). Events after the<br />
reporting period that are not adjusting events are disclosed in the notes to the financial statements when material.<br />
(r) Determination of fair values<br />
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both<br />
financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or<br />
disclosure purposes based on the following methods. When applicable, further information about the assumptions<br />
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EKO BALTIJA GROUP<br />
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made in determining fair values is disclosed in the notes specific to that asset or liability.<br />
The carrying value of short-term financial assets and liabilities is assumed to approximate their fair values. Fair<br />
value of the remaining financial instruments is estimated by discounting the expected future cash flows to net<br />
present values using appropriate prevailing market interest rates available at the end of the period. Market interest<br />
rates apply to interest-bearing debt and the book value of these items is regarded as corresponding to their fair<br />
value.<br />
(s)<br />
Government grants<br />
Government grants are not recognised until there is reasonable assurance that the Group will comply with the<br />
conditions attaching to them and that the grants will be received<br />
Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group<br />
recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government<br />
grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current<br />
assets are recognised as deferred revenue in the consolidated statement of financial position and transferred to<br />
profit or loss on a systematic and rational basis over the useful lives of the related assets.<br />
NOTE 1<br />
REVENUE AND OTHER INCOME<br />
1Q 2012 1Q 2011<br />
NET <strong>SA</strong>LES LVL’000 LVL’000<br />
Revenue from recycling 3 867 3 473<br />
Revenue from waste collection 1 583 1 488<br />
Revenue from organisation of waste recovery 1 020 945<br />
Revenue from recyclables sorting and trading 499 409<br />
Total Revenue from core services 6 969 6 315<br />
Geographical information<br />
1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Latvia 2 662 2 507<br />
European Union (EU) 3 866 3 753<br />
Non-EU countries 441 55<br />
6 969 6 315<br />
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Segment revenue and results<br />
Operating segments are reported in the manner consistent with the internal reporting provided to the chief operating decision-maker. Information reported to the chief operating<br />
decision maker for the purposes of resource allocation and assessment of segment performance focuses on revenue and gross profit for each segment. The Group's reportable<br />
segments under IFRS 8 are therefore as follows:<br />
<br />
<br />
<br />
<br />
Revenue from organisation of waste recovery,<br />
Revenue from waste collection,<br />
Revenue from recyclables sorting and trading,<br />
Revenue from recycling.<br />
Segment revenue and results for 1Q 2012<br />
Revenue from<br />
organisation of<br />
waste recovery<br />
Revenue from<br />
waste collection<br />
Revenue from<br />
recyclables<br />
sorting and<br />
trading<br />
Revenue from<br />
recycling<br />
Other<br />
Consolidation<br />
adjustments<br />
and<br />
eliminations<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Deals with non-related parties 1 020 1 583 499 3 867 - - 6 969<br />
Deals with other segments 1 210 311 256 413 (1 191) -<br />
Revenues 1 021 1 793 810 4 123 413 (1 191) 6 969<br />
Cost of sales * (697) (1 125) (664) (2 821) (151) 779 (4 679)<br />
Gross profit * 324 668 146 1 302 262 (412) 2 290<br />
Selling expenses * - - - - - - (43)<br />
Administrative expenses * - - - - - - (651)<br />
Other operating income - - - - - - 60<br />
Other operating expenses - - - - - - (99)<br />
Depreciation and amortization - - - - - - (355)<br />
Interest income and similar income - - - - - - 32<br />
Interest expenses and similar expenses - - - - - - (82)<br />
Other taxes - - - - - - (2)<br />
Profit before taxes - - - - - - 1 154<br />
Corporate income tax for the reporting year - - - - - - (119)<br />
Deferred income tax - - - - - - 17<br />
Current year's profit - - - - - - 1 052<br />
Segment Assets 4 009 8 753 1 645 9 023 9 989 (14 443) 18 976<br />
Segment Liabilities 1 568 5 366 724 3 429 8 403 (7 685) 11 805<br />
* Segment report cost of sales, gross profit, selling and administrative expenses are showed before depreciation and amortisation<br />
Consolidation adjustments and eliminations include corrections of consolidation (internal group investments of own equity, balances and deals)<br />
TOTAL<br />
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EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
Segment revenue and results<br />
Segment revenue and results for 1Q 2011<br />
Revenue from<br />
organisation of<br />
waste recovery<br />
Revenue from<br />
waste collection<br />
Revenue from<br />
recyclables<br />
sorting and<br />
trading<br />
Revenue from<br />
recycling<br />
Other<br />
Consolidation<br />
adjustments<br />
and<br />
eliminations<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Deals with non-related parties 945 1 488 409 3 473 - - 6 315<br />
Deals with other segments - 243 440 263 235 (1 181) -<br />
Revenues 945 1 731 849 3 736 235 (1 181) 6 315<br />
Cost of sales * (663) (1 080) (660) (2 531) (47) 938 (4 043)<br />
Gross profit * 282 651 189 1 205 188 (243) 2 272<br />
Selling expenses * - - - - - - (67)<br />
Administrative expenses * - - - - - - (632)<br />
Other operating income - - - - - - 73<br />
Other operating expenses - - - - - - (107)<br />
Depreciation and amortization - - - - - - (340)<br />
Interest income and similar income - - - - - - 8<br />
Interest expenses and similar expenses - - - - - - (64)<br />
Other taxes - - - - - - (1)<br />
Profit before taxes - - - - - - 1 142<br />
Corporate income tax for the reporting year - - - - - - (75)<br />
Deferred income tax - - - - - - 12<br />
Current year's profit - - - - - - 1 079<br />
Segment Assets 4 164 9 238 1 787 8 766 11 794 (17 283) 18 466<br />
Segment Liabilities 1 867 5 531 830 3 838 8 032 (7 751) 12 347<br />
TOTAL<br />
* Segment report cost of sales, gross profit, selling and administrative expenses are showed before depreciation and amortisation<br />
Consolidation adjustments and eliminations include corrections of consolidation (internal group investments of own equity, balances and deals)<br />
F-75
NOTE 2<br />
COST OF <strong>SA</strong>LES<br />
1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Raw materials and other material costs (2 711) (2 339)<br />
Transportation expenses (442) (396)<br />
Municipal waste landfilling and disposal of sewage water (404) (306)<br />
Salaries and wages (431) (404)<br />
Depreciation and amortization (302) (273)<br />
Outsourcing * (191) (164)<br />
Rent of production premises and related costs (141) (142)<br />
Professional services (189) (91)<br />
Social security taxes (102) (96)<br />
Natural resources tax (1) (1)<br />
Other production costs (65) (108)<br />
Total (4 979) (4 320)<br />
*In comparison with the previous reporting periods the costs of the received outsourcing services have increased<br />
considerably in 2010 and 2011. Approximately 80 % of the increase in costs is attributable to the increase of<br />
costs of the segregated waste collection schemes and waste management.<br />
NOTE 3<br />
SELLING EXPENSES<br />
1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Salaries and wages (4) (5)<br />
Social security taxes (1) (1)<br />
Marketing expenses (1) (1)<br />
Transportation expenses - (13)<br />
Other expenses (37) (47)<br />
Total (43) (67)<br />
NOTE 4<br />
ADMINISTRATIVE EXPENSES<br />
1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Salaries and wages (339) (229)<br />
Consultations of business development and organization (96) (216)<br />
Social security taxes (82) (67)<br />
Transportation expenses (22) (26)<br />
Communications expenses (14) (13)<br />
Rent of premises and related costs (23) (17)<br />
Office expenses (8) (9)<br />
Depreciation and amortization (50) (67)<br />
Legal services (6) (8)<br />
Business trips expenses (10) (6)<br />
Representation expenses (9) (4)<br />
Other administrative expenses (43) (37)<br />
Total (702) (699)<br />
NOTE 5<br />
F-76
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
OTHER OPERATING INCOME<br />
1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Amortization of received state subsidies* 38 30<br />
Decrease in allowances for doubtful debts 1 2<br />
Income from sale of fixed assets and current assets 7 11<br />
Income from lease of immovable property and movables 4 4<br />
Other income 10 26<br />
Total 60 73<br />
* On 29th December 2006 an agreement was concluded between group company PET Baltija AS and VA<br />
„Latvijas Investīciju un attīstības aģentūra” (Sate agency- Latvian investment and development agency) on<br />
drawing funding for implementation of a State support program. In 2009 the project was implemented and the<br />
financing in the amount of LVL 600 000 was received. The management of the company has recognized the<br />
financing as income over a five year period, i.e., LVL 120 thousand yearly.<br />
NOTE 6<br />
OTHER OPERATING EXPENSES<br />
1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Grants, donations and other expenses not related to operating activities (11) (5)<br />
Bad debt write-off expense (8) -<br />
Expenses related to implementation of EU education project (5) (60)<br />
Depreciation (4) (2)<br />
Other expenses (71) (35)<br />
Total (99) (102)<br />
NOTE 8<br />
INTEREST INCOME AND SIMILAR INCOME<br />
1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Interest income from short-term loans 31 7<br />
Interest income from deposits 1 -<br />
Interest for bank account balance - -<br />
Total 32 7<br />
NOTE 9<br />
INTEREST EXPENSES AND SIMILAR EXPENSES<br />
1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Interest expenses for<br />
Bank loan (64) (29)<br />
Leasing (18) (25)<br />
Other borrowings - (10)<br />
Total (82) (64)<br />
F-77
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
NOTE 10<br />
OTHER TAXES<br />
1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Land and property tax (2) (1)<br />
Total (2) (1)<br />
NOTE 11<br />
CORPORATE INCOME TAX<br />
a) Income tax expense included in profit and loss statement<br />
1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Current income tax expense (119) (75)<br />
Deferred tax income/(expense) 17 12<br />
Total (102) (63)<br />
Eko Baltija Ltd. applied the officially enacted tax rate of 15% upon calculation of corporate income tax for the<br />
current year.<br />
b) Movement in the deferred income tax was as follows:<br />
1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
At the beginning of the year 300 162<br />
temporary differences<br />
Property, plant and equipment and intangible assets 2 861 1 096<br />
Accrued expenses, provisions and tax losses (974) (95)<br />
Total change in temporary differences 1 887 1 001<br />
Income tax rate 15% 15%<br />
Released/(charged) to the profit or loss 17 12<br />
At the end of the year 283 150<br />
Deferred income tax assets and liabilities are off-set when there is a legally enforceable right to set off current<br />
tax assets against current tax liabilities and when the deferred income taxes relate to the same taxable entity and<br />
the same fiscal authority.<br />
c) The following amounts are shown on the statement of financial position:<br />
31/03/2012 31/12/2011<br />
LVL’000 LVL’000<br />
Assets<br />
Corporate income tax advance payments 55 116<br />
Total 55 116<br />
F-78
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
Liabilities<br />
Deferred income tax liabilities (283) (317)<br />
Corporate income tax liabilities (12) (43)<br />
Total (295) (360)<br />
NOTE 12<br />
INVESTMENTS IN SUBSIDIARIES<br />
SUBSIDIARIES<br />
Details of the Group's subsidiaries at the end of the reporting period are as follows.<br />
Name of subsidiary<br />
Principal activity<br />
Place of<br />
incorporation<br />
and operation<br />
Proportion of ownership interest<br />
and voting power held by the<br />
Group<br />
31/03/12 31/12/11 31/12/10<br />
1. NORDIC PLAST SIA Recycling Latvia 100% 100% 100%<br />
2. VAANIA SIA Waste collection Latvia 90% 90% 90%<br />
3. PET Baltija A/S Recycling Latvia 91.03% 91.03% 85.10%<br />
4. LATVIJAS ZAĻAIS Organisation of waste Latvia 75.13% 75.13% 48.43%<br />
PUNKTS A/S<br />
recovery<br />
5. EKO REVERSS SIA Sorting and trading of Latvia 75.13% 75.13% 48.43%<br />
recyclables<br />
6. EKO RĪGA SIA Waste collection Latvia 100% 100% 100%<br />
7. EKO KURZEME SIA Waste collection Latvia 100% 100% 100%<br />
8. JŪRMALAS ATU SIA Waste collection Latvia 100% 100% 100%<br />
9. KURZEMES AINAVA Waste collection Latvia 100% 100% 100%<br />
SIA<br />
10. JUMIS, Siguldas P SIA Waste collection Latvia 90% 90% 90%<br />
11. SIKARI SIA Waste collection Latvia Nil Nil 100%<br />
12. TUKUMA AINAVA Waste collection Latvia Nil Nil 100%<br />
SIA<br />
13. AG INTER SIA Waste collection Latvia Nil Nil 100%<br />
The Group owns 48.43% equity shares of Latvijas Zaļais punkts AS. However, based on the contractual<br />
arrangements between the Group and other investors, the Group has the power to appoint and remove the<br />
majority of the board of directors of Latvijas Zaļais punkts AS, and hence the Group has control over the<br />
financial and operating policies of Latvijas Zaļais punkts AS. Therefore, Latvijas Zaļais punkts AS is controlled<br />
by the Group and is consolidated in these financial statements.<br />
Latvijas Zaļais punkts AS owns 100% equity shares of Eko Reverss SIA. Eko Reverss is consolidated in these<br />
financial statements because of control over Latvijas Zalais punkts AS as described above.<br />
F-79
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
NOTE 13<br />
INVESTMENTS IN ASSOCIATES<br />
Details of the Group's associates at the end of the reporting period are as follows.<br />
Place of<br />
Name of associate Principal activity<br />
incorporation<br />
and operation<br />
Proportion of ownership interest and<br />
voting power held by the Group<br />
LVL’000<br />
LVL’000<br />
31/03/2012 31/12/2011<br />
EKO PET SIA Recycling Latvia 47.48%<br />
LVL 177<br />
10%<br />
LVL 2<br />
PET Baltija AS, the subsidiary of Eko Baltija has made an investment into the equity of the associated company<br />
„EKO PET” in the amount of LVL 177 thousand which constitutes a 47.48% participation. In 2012 the newly<br />
founded company still has not started its business activity.<br />
NOTE 14<br />
TRADE AND OTHER RECEIVABLES<br />
31/03/2012 31/12/2011<br />
LVL’000 LVL’000<br />
Trade receivables 2 856 2 195<br />
Allowance for doubtful debts (615) (569)<br />
2 241 1 626<br />
Movement on impairment loss allowance for trade and other receivables was as follows:<br />
Individually<br />
impaired<br />
Collectively<br />
impaired<br />
Total<br />
LVL’000 LVL’000 LVL’000<br />
Balance at 1 January 2010 443 443<br />
Charged to profit or loss during the year 2010 249 249<br />
Debts written-off (124) - (124)<br />
Balance at 31 December 2010 568 568<br />
Charged to profit or loss during the year 2011 52 52<br />
Debts written-off (51) - (51)<br />
Balance at 31 December 2011 569 - 569<br />
Charged to profit or loss during the year 2012 47 47<br />
Debts written-off (1) - (1)<br />
Balance at 31 March 2012 615 - 615<br />
F-80
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
As at 31 March 2012 and 31 December 2011, the ageing structure of current trade receivables was as follows:<br />
31/03/2012 31/12/2011<br />
Gross Net Gross Net<br />
LVL’000 LVL’000 LVL’000 LVL’000<br />
Not due 946 946 1 289 1 011<br />
Overdue less than 30 days 501 501 155 155<br />
Overdue 30-90 days 407 407 104 104<br />
Overdue 90-180 days 157 157 133 78<br />
Overdue 180-365 days 234 183 255 142<br />
Overdue more than 365 days 611 47 259 136<br />
Total 2 856 2 241 2 195 1 626<br />
The average payment terms of accounts receivable is 45 days for non-related parties, and 30 days for intra group<br />
receivables.<br />
NOTE 15<br />
LOANS TO RELATED COMPANY<br />
31/03/2012 31/12/2011<br />
LVL’000 LVL’000<br />
EKO SPV SIA 2 398 1 852<br />
Total 2 398 1 852<br />
Eko Baltija SIA has issued loan to its shareholder Eko SPV SIA with annual interest 6% and the term of<br />
repayment in December 2012. Loan issued without collateral.<br />
NOTE 16<br />
EQUITY AND RESERVES<br />
(a) Share capital<br />
The Parent company’s registered and paid up share capital equals LVL 150 thousand, which is divided into 150<br />
ordinary shares. Nominal value per share is LVL 1 thousand.<br />
Shareholders 31/03/2012 31/12/2011<br />
LVL’000 LVL’000<br />
3. E-SomTAX Invest LLP, 42% (2010:26.0%) 63 63<br />
4. KS 2 Eko Fonds, 16% (2010:10.0%) 24 24<br />
5. SIA Eko SPV, 42%; from 18.10.2011 63 63<br />
150 150<br />
The administration and management of the <strong>Company</strong> shall be entrusted to a Board of three Directors.<br />
The judicial and legal representation of the <strong>Company</strong> shall be vested in the two Directors acting jointly.<br />
(b) Reorganisation reserve<br />
In 2008 the share capital of the companies included in the Group was increased. Minority shareholders<br />
purchased shares for the amount which exceeds the nominal value of the shares. The consolidated reserves<br />
included a part of the paid emission premium.<br />
F-81
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
In 2009 as a result of reorganization SIA ‘Eko Baltija” became the only member in the Group to which the<br />
consolidated reserves were attributed and the consolidated reserve was eliminated.<br />
On 1 July 2011 Eko Baltija SIA was reorganized. As a result of the reorganization Eko Baltija SIA merged with<br />
its shareholder of 38% as of 31.12.2010 - Polignac SIA. As a result of the transaction a negative reorganization<br />
reserve of 4,625 thousand LVL was recongised in Eko Baltija SIA equity. No goodwill was recognised in this<br />
transaction.<br />
(c) Changes in retained earnings and non-controlling interest<br />
The Group owns 48.43% equity shares of Latvijas Zaļais punkts AS. However, based on the contractual<br />
arrangements between the Group and other investors, the Group has the power to appoint and remove the<br />
majority of the board of directors of Latvijas Zaļais punkts AS, and hence the Group has control over the<br />
financial and operating policies of Latvijas Zaļais punkts AS. Changes in retained earnings and non-controlling<br />
interest have occurred due to the fact that 75.13% equity shares of Latvijas Zaļais punkts AS and its subsidiary<br />
Eko Reverss SIA were consolidated before year 2009.<br />
NOTE 17<br />
INTEREST BEARING BORROWINGS<br />
31/03/2012 31/12/2011<br />
LVL’000 LVL’000<br />
Short-term bank borrowings 1 323 1 409<br />
Credit lines 773 983<br />
Total 2 096 2 392<br />
31/03/2012 31/12/2011<br />
LVL’000 LVL’000<br />
Non-current bank borrowings 5 363 5 556<br />
Total 5 363 5 556<br />
Available undrawn borrowing facilities<br />
31/03/2012 31/12/2011<br />
LVL’000 LVL’000<br />
Expiring within one year 984 774<br />
Expiring beyond one year - -<br />
Until May 2011 the loans of Eko Baltija Group companies were received from Swedbank As and SEB bank AS,<br />
from May 2011 all loan liabilities were refinanced to Nordea Bank Finland Plc Latvia branch with interest rate<br />
of 3 month EURIBOR +2.5%. The bank borrowings are drawn in EUR. The loan of SIA Eko Baltija expires<br />
January 2015, but loan of other Group Companies in December 2016.<br />
As at 31 March 2012 the short term part of bank loan is LVL 2.096 million, the long term part is LVL 5.363<br />
million.<br />
Four Group companies – A/S LZP, SIA Eko Reverss, PET Baltija and SIA Nordic Plast have overdraft available<br />
in Nordea bank. Companies had used LVL 773 thousand of available credit line resources as at 31.03.2012.<br />
The total borrowing facility expiring beyond one year is EUR 2.50 million credit line from Nordea Bank Finland<br />
Plc Latvia branch.<br />
F-82
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
NOTE 18<br />
FINANCE LEASE LIABILITIES<br />
Finance lease liabilities<br />
Minimum lease Present value of minimum<br />
payments 2012 lease payments 2012<br />
LVL’000<br />
LVL’000<br />
Amounts payable under finance leases:<br />
Within one year 472 429<br />
In the second to fifth years inclusive 1 211 1 150<br />
1 683 1 579<br />
Less future finance charges (104) -<br />
Present value of minimum lease payments 1 579 1 579<br />
Minimum lease Present value of minimum<br />
payments 2011 lease payments 2011<br />
LVL’000<br />
LVL’000<br />
Amounts payable under finance leases:<br />
Within one year 596 595<br />
In the second to fifth years inclusive 1 152 1 085<br />
1 748 1 680<br />
Less future finance charges (68) -<br />
Present value of minimum lease payments 1 680 1 680<br />
The Group has 87 leasing agreements with SEB bank AS, Swedbank AS and Nordea Bank Finland Plc Latvia<br />
branch. Production equipment, vehicles, special equipment, containers and cars are leased. The interest rate for<br />
leasing varies from 2% to 6.7% from the unpaid amount. The expiration of leasing varies from year 2012 to year<br />
2016. As at 31 March 2012 the short term part of of leasing is in the amount of LVL 429 thousand, the long term<br />
part in the amount of LVL 1 150 thousand. The fair value of the Group’s lease obligations approximates their<br />
carrying amount.<br />
The Group’s obligations under finance leases are secured by the lessors’ title to the leased assets.<br />
NOTE 19<br />
RELATED PARTY TRAN<strong>SA</strong>CTIONS<br />
Balances and transactions between Eko Baltija SIA and its subsidiaries, which are related parties of Eko Baltija<br />
SIA, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the<br />
Group and other related parties are disclosed below.<br />
During the reporting periods group entities entered into the following transactions with related parties that are<br />
not members of the Group:<br />
e) Sales of services and goods<br />
1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Related to Eko Baltija Group 31 23<br />
Related parties via key management - 1<br />
Total 31 24<br />
F-83
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
f) Purchases of goods and services<br />
1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Related parties via key management (117) (148)<br />
Related to Eko Baltija Group (35) (66)<br />
Other related parties (14) (17)<br />
Total (166) (231)<br />
g) Outstanding balances arising from sale/purchase of goods/services<br />
31/03/2012 31/12/2011<br />
LVL’000 LVL’000<br />
Receivables<br />
Related to Eko Baltija Group 2 398 1 852<br />
Related parties via key management - -<br />
Other related parties - -<br />
Total 2 398 1 852<br />
Liabilities<br />
Related to Eko Baltija Group 18 6<br />
Related parties via key management 71 150<br />
Other related parties 5 7<br />
Total 94 163<br />
The amounts outstanding are unsecured and will be settled in cash. No expense has been recognised in the<br />
current or prior years for bad or doubtful debts in respect of the amounts owed by related parties.<br />
h) Employee costs and Key management remuneration<br />
Employee costs<br />
1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Salaries and wages (765) (680)<br />
Social insurance payments (183) (163)<br />
Other benefits (12) (11)<br />
Total (960) (854)<br />
1Q 2012 1Q 2011<br />
Average number of permanent and temporary employees during the year 460 444<br />
Employee costs include key management remuneration in following amount<br />
1Q 2012 1Q 2011<br />
LVL’000 LVL’000<br />
Salaries (26) (26)<br />
Social insurance payments (6) (6)<br />
Total (32) (32)<br />
F-84
EKO BALTIJA GROUP<br />
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br />
NOTE 20<br />
COMMITMENTS AND CONTINGENCIES<br />
On 15.09.2011 Eko SPV SIA has entered into a Loan agreement No.2011-387-A with Nordea Bank Finland Plc<br />
Latvia branch in the amount of EUR 14.000 million EUR (LVL 9.839 million).<br />
Commercial Mortgage Agreement for loan collateral has been concluded for all property of the Group at the<br />
moment of pledging, as well as for the future assets of this Eko Baltija Group, and the share capital of “Eko<br />
Baltija” owned by “SIA Eko SPV” as a commercial pledge.<br />
Loan maturity is 15.09.2018, loan agreement interest rate is EURIBOR+ 4.5%.<br />
NOTE 21<br />
EVENTS AFTER THE REPORTING PERIOD<br />
The shareholders of SIA Eko Baltija - E-Somtax Invest Ltd and KS Otrais Eko Fonds have invested their shares<br />
of SIA Eko Baltija as contribution in kind in the share capital of SIA Eko SPV. As the result of the contribution<br />
SIA Eko SPV owns 100% of SIA Eko Baltija shares. The transaction was registered in the Enterprise register<br />
April 23, 2012.<br />
Eko Riga has won waste collection tender in Mārupe, neighborhood of Riga City.<br />
Contract was signed on April 13 and company expects to start servicing the new region from1 July 2012.<br />
Estimated amount is 40 000 m3/year which will add another 120 000 LVL annually in turnover of Eko Riga.<br />
There have been no other events after the end of the reporting period date that could materially affect the<br />
financial statements of Eko Baltija Group for the reporting period ended 31 March 2012.<br />
F-85
ECO BALTIA AS<br />
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION<br />
for the year ended 31 December 2011<br />
Riga, 10 May 2012<br />
F-86
ECO BALTIA AS<br />
PRO FORMA FINANCIAL INFORMATION<br />
ANCILLARY INFORMATION<br />
Name of the <strong>Company</strong><br />
ECO BALTIA AS<br />
Legal status of the <strong>Company</strong><br />
<strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong><br />
Registration number, date of<br />
registration<br />
40103446506,<br />
11 August 2011<br />
Legal address Dārza street 2, Riga, LV 1007<br />
Shareholders As of 31.12.2011: EKO INVESTORS AS, 100%<br />
As of date of signing these Pro Forma financial information<br />
(10.05.2012):<br />
Viesturs Tamužs – 2 242 500 shares, 10%<br />
Undīne Būde - 2 242 500 shares, 10%<br />
Māris Simanovičs - 2 242 500 shares, 10%<br />
Otrais Eko Fonds – 6 279 000 shares, 28%<br />
E-Somtax Invest LLP – 9 418 500 shares, 42%<br />
Members of the board<br />
Members of the council<br />
Edmunds Jansons<br />
Viesturs Tamužs<br />
Māris Simanovičs<br />
Undīne Būde<br />
F-87
ECO BALTIA AS<br />
PRO FORMA FINANCIAL INFORMATION<br />
F-88
ECO BALTIA AS<br />
PRO FORMA FINANCIAL INFORMATION<br />
PRO FORMA STATEMENT OF COMPREHENSIVE INCOME<br />
31 December<br />
2011<br />
Historical Adjustments Notes<br />
31 December<br />
2011<br />
Pro Forma<br />
LVL’000 LVL’000 LVL’000<br />
Net sales 26 595 - 26 595<br />
Cost of sales (19 354) - (19 354)<br />
Gross profit 7 241 - 7 241<br />
Selling expenses (325) - (325)<br />
Administrative expenses (2 932) - (2 932)<br />
Other operating income 284 - 284<br />
Other operating expenses (287) - (287)<br />
Interest income and similar income 70 (23) 1.b.2 47<br />
Interest expenses and similar<br />
1.b.1<br />
(324) (453)<br />
expenses<br />
(777)<br />
Other taxes (5) - (5)<br />
Profit before corporate income tax 3 722 (476) 3 246<br />
Corporate income tax for the<br />
reporting year<br />
(211) 71<br />
1.b.1,<br />
1.b.2<br />
(140)<br />
Deferred income tax (133) - (133)<br />
Current year profit/ (loss) and<br />
comprehensive income<br />
3 378 (405) 2 973<br />
Attributable to:<br />
Owners of the parent 3 203 (405) 2 798<br />
Non-controlling interests 175 - 175<br />
The notes on pages from 10 to 20 form an integral part of this Pro Forma financial information.<br />
On behalf of the Management Board:<br />
___________________________________<br />
Edmunds Jansons<br />
Board member<br />
Riga, 10 May 2012<br />
F-89
ECO BALTIA AS<br />
PRO FORMA FINANCIAL INFORMATION<br />
PRO FORMA STATEMENT OF FINANCIAL POSITION<br />
31 December<br />
2011<br />
Historical Adjustments Notes<br />
31 December<br />
2011<br />
Pro Forma<br />
LVL’000 LVL’000 LVL’000<br />
ASSETS<br />
Non-current assets<br />
Goodwill 5 056 28 971 1.c.1 34 027<br />
Intangible assets 40 - 40<br />
Property, plant and equipment 5 662 - 5 662<br />
Investments in subsidiaries and associates 2 - 2<br />
Long-term loans and receivables - 25 25<br />
Other financial assets 140 - 140<br />
Total non-current assets 10 900 28 996 39 896<br />
Current assets<br />
Inventories 1 459 - 1 459<br />
Trade and other receivables 1 626 - 1 626<br />
Loans to related companies 1 852 (1 852) 1.c.2 -<br />
Other short-term receivables 1 546 - 1 546<br />
Corporate income tax 116 - 116<br />
Other short-term financial investments 1 - 1<br />
Cash and cash equivalents 966 - 966<br />
Total current assets 7 566 (1 852) 5 714<br />
Total assets 18 466 27 144 45 610<br />
The notes on pages from 10 to 20 form an integral part of this Pro Forma financial information.<br />
On behalf of the Management Board:<br />
___________________________________<br />
Edmunds Jansons<br />
Board member<br />
Riga, 10 May 2012<br />
F-90
ECO BALTIA AS<br />
PRO FORMA FINANCIAL INFORMATION<br />
PRO FORMA STATEMENT OF FINANCIAL POSITION<br />
31 December<br />
2011<br />
Historical Adjustments<br />
31 December<br />
2011<br />
Pro Forma<br />
LVL’0000 LVL’000 Notes LVL’000<br />
EQUITY AND LIABILITIES<br />
Capital and reserves<br />
Share capital 150 22 275 1.c.1 22 425<br />
Share premium 5 442 (5 442) 1.c.1 -<br />
Reorganization reserve (4 625) 4 625 1.c.1 -<br />
Retained earnings 4 072 (4 072) 1.c.1 -<br />
Equity attributed to the shareholders 5 039 17 386 22 425<br />
Non-controlling interests 1 080 - 1 080<br />
Total equity 6 119 17 386 23 505<br />
Non-current liabilities<br />
Interest bearing borrowings 5 556 8 111 1.c.2 13 667<br />
Finance lease liabilities 1 085 - 1 085<br />
Deferred tax liabilities 317 - 317<br />
Deferred income 182 - 182<br />
Total non-current liabilities 7 140 8 111 15 251<br />
Current liabilities<br />
Trade and other payables 999 - 999<br />
Interest bearing borrowings 2 392 1 437 1.c.2 3 829<br />
Finance lease liabilities 595 - 595<br />
Deferred income and customer<br />
215 - 215<br />
prepayments<br />
Corporate income tax liabilities 43 - 43<br />
Derivatives - 210 1.c.3 210<br />
Tax liabilities 246 - 246<br />
Other liabilities 717 - 717<br />
Total current liabilities 5 207 1 647 6 854<br />
Total liabilities 12 347 9 758 22 105<br />
Total equity and liabilities 18 466 27 144 45 610<br />
The notes on pages from 10 to 20 form an integral part of this Pro Forma financial information.<br />
On behalf of the Management Board:<br />
___________________________________<br />
Edmunds Jansons<br />
Board member<br />
Riga, 10 May 2012<br />
F-91
ECO BALTIA AS<br />
PRO FORMA FINANCIAL INFORMATION<br />
PRO FORMA STATEMENT OF CHANGES IN EQUITY<br />
ATTRIBUTABLE TO EQUITY<br />
HOLDERS OF THE COMPANY<br />
Notes<br />
Share<br />
capital<br />
Share<br />
premium<br />
Retained<br />
earnings<br />
Reorganisation<br />
reserve<br />
Noncontrolling<br />
interest<br />
Total<br />
equity<br />
LVL’000 LVL’000 LVL’000 LVL’000 LVL’000 LVL’000<br />
Year ended 31<br />
December 2011<br />
Historical<br />
Balance at 1 January<br />
150 5 442 - 591 1 806 7 989<br />
2011<br />
Changes in retained<br />
- - - 278 - 278<br />
earnings<br />
Reorganisation of the<br />
- - ( 4 625) - - (4 625)<br />
group<br />
Changes in noncontrolling<br />
interest - - - - (901) (901)<br />
Net profit for the year<br />
- - - 3 203 175 3 378<br />
2011<br />
Balance at 31<br />
150 5 442 (4 625) 4 072 1 080 6 119<br />
December 2011<br />
Pro forma adjustments<br />
related to net profit 1.c.1 - - - (405) - (405)<br />
for the year 2011<br />
Pro forma adjustments<br />
related to change of 1.c.1 22 275 (5 442) 4 625 (3 667) - 17 791<br />
controlling entity<br />
Pro Forma<br />
Balance at 31<br />
December 2011<br />
22 425 - - - 1 080 23 505<br />
The notes on pages from 10 to 20 form an integral part of this Pro Forma financial information.<br />
On behalf of the Management Board:<br />
___________________________________<br />
Edmunds Jansons<br />
Board member<br />
Riga, 10 May 2012<br />
F-92
ECO BALTIA AS<br />
PRO FORMA FINANCIAL INFORMATION<br />
PRO FORMA STATEMENT OF CASH FLOWS<br />
2011<br />
Historical Adjustments Notes<br />
2011<br />
Pro<br />
Forma<br />
LVL’000 LVL’000 LVL’000<br />
Operating activities<br />
Profit before tax 3 722 (476) 3 246<br />
Adjustments for:<br />
Depreciation, amortisation and impairment loss 1 347 - 1 347<br />
Changes in provisions 105 - 105<br />
Gain on disposal of assets - net (5) - (5)<br />
Interest income (68) 23 (45)<br />
Interest expenses 320 453 1.b.1 773<br />
Income from associates (583) - (583)<br />
Foreign exchange difference 3 - 3<br />
Operating profit before working capital changes 4 841 - 4 841<br />
Decrease / (increase) in trade and other receivables (1 075) (23) (1 098)<br />
(Increase) in inventories (401) - (401)<br />
Increase /(decrease) in trade and other payables 2 048 321 2 369<br />
Cash generated from operations 5 413 298 5 711<br />
Interest received 6 - 6<br />
Interest paid (278) - (278)<br />
Corporate income tax paid (148) - (148)<br />
Property tax expenses (4) - (4)<br />
Net cash from operating activities 4 989 298 5 287<br />
Investing activities<br />
Purchase of property, plant and equipment (1 157) - (1 157)<br />
Proceeds from sale of property, plant, equipment<br />
and investments 8 - 8<br />
Investments in capital shares 93 (11 245) 1.d.1 (11 152)<br />
Cash income from shares in associated companies 7 - 7<br />
Payments for financial investments 88 - 88<br />
Loans granted (7 022) 1 852 1.c.2 (5 170)<br />
Income from repayment of loans 118 - 118<br />
Interest income 101 - 101<br />
Net cash used in investing activities (7 764) (9 393) (17 157)<br />
Financing activities<br />
Proceeds from issue of share capital (21) - (21)<br />
Loans received 9 199 9 785 1.c.2 18 984<br />
Interest paid (48) (453) 1.b.1 (501)<br />
Repayment of amounts borrowed (5 470) (237) 1.c.2 (5 707)<br />
Finance lease payments (775) - (775)<br />
Net cash used in financing activities 2 885 9 095 11 980<br />
Profit or loss from currency fluctuation (3) - (3)<br />
Net increase in cash and cash equivalents 107 - 107<br />
Cash and cash equivalents at the beginning of<br />
859 - 859<br />
the year<br />
Cash and cash equivalents at the end of the year 966 - 966<br />
The notes on pages from 10 to 20 form an integral part of this Pro Forma financial information.<br />
On behalf of the Management Board:<br />
___________________________________<br />
Edmunds Jansons<br />
Board member<br />
Riga, 10 May 2012<br />
F-93
ECO BALTIA AS<br />
PRO FORMA FINANCIAL INFORMATION<br />
NOTES TO THE PRO FORMA FINANCIAL INFORMATION<br />
1. BASIS OF PREPARATION OF PRO FORMA FINANCIAL INFORMATION<br />
In connection with the initial public offering of ECO BALTIA AS shares, to present an economic view of ECO<br />
BALTIA AS and its subsidiaries (further “GROUP”) business as a whole, historical consolidated financial<br />
statements of Eko Baltija SIA and its subsidiaries (further “Eko Baltija”) have been prepared for the year 2011.<br />
Historical consolidated IFRS financial statements of Eko Baltija SIA, and financial statements of ECO BALTIA<br />
AS and EKO SPV SIA have been used as the basis for preparing Pro Forma financial information for the year<br />
ended 31 December 2011. The main Pro Forma adjustments are presented below.<br />
The purpose of the Pro Forma financial information is to present GROUP’s statement of financial position and<br />
statement of comprehensive income as if the current legal structure of the GROUP and funding obtained to<br />
acquire the shares from other shareholders had existed throughout the year 2011.<br />
This Pro Forma financial information is provided for illustrative purposes only. It is not necessarily<br />
representative of the financial position or performance that would have been reported if the current legal<br />
structure of the GROUP and additional funding obtained would exist throughout 2011, nor is it indicative of the<br />
GROUP’s financial position or performance at any future date or in any future period.<br />
Pro Forma financial information for 2011 has been prepared on the basis of Eko Baltija historical consolidated<br />
financial statements for the year 2011 prepared in accordance with the IFRSs adopted by the European Union.<br />
Therefore the source data of historical information as of 31 December 2011 and for the year ended 31 December<br />
2011 are derived from the consolidated financial statements of Eko Baltija prepared in accordance with IFRS.<br />
The Pro Forma financial information should therefore be read in conjunction with those historical consolidated<br />
financial statements.<br />
Main Pro Forma adjustments<br />
The Pro Forma adjustments described below are based on accounting conventions that, by definition, are<br />
simulations performed by applying the described method and conventions. The Pro Forma financial information<br />
cannot and should not be considered as representative of the financial position and performance that would have<br />
been reported by the GROUP if the current legal structure and funding structure would exist throughout 2011.<br />
ECO BALTIA AS decided to make the Pro Forma adjustments that it considered necessary in order to provide<br />
the best possible indication of the impact from establishing the current legal structure of the GROUP and<br />
attracting additional funding.<br />
Pro Forma financial information is based on the historical consolidated financial data of Eko Baltija SIA for the<br />
year ended 31 December 2011 adjusted for several transactions involving companies EKO SPV SIA and ECO<br />
BALTIA AS.<br />
All adjusting entries are expected to have continuous effect on the Group in the future periods.<br />
a) Transaction<br />
Listed below are the main transactions that provide basis for the adjusting entries to the historical consolidated<br />
financial data of the GROUP in order to obtain the Pro Forma financial information:<br />
- In September 2011 EKO SPV SIA obtained a loan from a credit institution in the amount of<br />
EUR 14 million (LVL 9.8 million). The funding was used to acquire 42% of the shares of Eko<br />
Baltija SIA;<br />
- In September 2011 EKO SPV SIA entered into interest swap agreement with a credit<br />
institution exchanging variable interest rate on its financing to fixed rate;<br />
- In April 2012 all other direct shareholders of Eko Baltija SIA, representing 58% of the<br />
shareholding made a contribution-in-kind of their shares of Eko Baltija SIA into share capital<br />
F-94
ECO BALTIA AS<br />
PRO FORMA FINANCIAL INFORMATION<br />
of EKO SPV SIA. As a result of this transaction, EKO SPV SIA became 100% owner of Eko<br />
Baltija SIA.<br />
- In April 2012 all shares of EKO SPV SIA were contributed to the share capital of ECO<br />
BALTIA AS by making contribution-in-kind based on market values. As a result of this<br />
transaction, ECO BALTIA AS became 100% owner of EKO SPV SIA.<br />
b. Pro forma adjustments to the statement of comprehensive income<br />
b.1. Interest expense on loan<br />
Pro Forma statement of comprehensive income comprises adjustment to include estimated additional interest<br />
expense that the GROUP would incur if it had the aforementioned loan from credit institution, used to acquire<br />
Eko Baltija SIA shares, throughout the year 2011. Additional interest expense has been estimated in the amount<br />
of LVL 453 thousand before tax (LVL 385 thousand after tax).<br />
b.2. Interest expense on intra-group lending<br />
Pro Forma statement of comprehensive income has been adjusted to eliminate interest charged on loan between<br />
Eko Baltija SIA and EKO SPV SIA. Elimination has been made in the amount of LVL 23 thousand before tax<br />
(LVL 20 thousand after tax).<br />
The above Pro forma adjustments have been prepared on the basis of estimates and assumptions determined by<br />
the GROUP management and therefore cannot and do not reflect the results of any future events. As a result,<br />
these are not necessarily representative of the costs that would have been incurred in 2011 based on the specific<br />
market conditions prevailing in 2011.<br />
There are no other material income or expense items relating to transactions involving EKO SPV SIA or ECO<br />
BALTIA AS that would need to be included in the Pro Forma statement of comprehensive income.<br />
c. Pro forma adjustments to the statement of the financial position<br />
c.1. Contribution in capital and goodwill<br />
As a result of contribution-in-kind of Eko Baltija SIA shares into share capital of EKO SPV SIA, EKO SPV SIA<br />
obtained control over the GROUP, and, accordingly, goodwill is calculated based on the estimated fair value of<br />
contributed shares and minority interest plus estimated fair value of previously held 42% shares less net<br />
identifiable consolidated assets of Eko Baltija at fair values. The estimated goodwill amounting to 28 971<br />
thousand lats is included in the Pro Forma statement of the financial position.<br />
The corresponding adjusting entry to share capital amounts to LVL 22 275. As a result of change of controlling<br />
entity other capital items (share premium, reorganisation reserve, and accumulated retained earnings) are<br />
eliminated.<br />
c.2. Financing transactions<br />
The Pro Forma statement of the financial position as at 31 December 2011 includes elimination of the loan<br />
principal and accrued interest related to the loan between EKO SPV and Eko Baltija in the amount of LVL 1 852<br />
thousand as at 31 December 2011.<br />
The Pro Forma statement of the financial position also includes the loan principal and accrued interest in the<br />
amount of LVL 9 548 thousand received by EKO SPV SIA from the credit institution to be used in acquisition of<br />
the shares in Eko Baltija SIA.<br />
c.3. Derivative transactions<br />
The Pro Forma statement of the financial position as at 31 December 2011 includes adjustment for the fair value<br />
of the interest rate swap entered by EKO SPV SIA resulting in additional liability and corresponding debit entry<br />
to retained earnings in the amount of LVL 210 thousand as at 31 December 2011.<br />
F-95
ECO BALTIA AS<br />
PRO FORMA FINANCIAL INFORMATION<br />
There are no other material items relating to transactions involving EKO SPV SIA or ECO BALTIA AS that<br />
would need to be included in the Pro Forma statement of financial position.<br />
The above Pro forma adjustments have been prepared on the basis of estimates and assumptions determined by<br />
the GROUP management. The goodwill amount is calculated based on the management estimates of the fair<br />
value of the net identifiable asset assets as at 31 December 2011 and not as of the actual transaction date. As a<br />
result, the correction to goodwill and other adjustments might be necessary. The presented Pro forma financial<br />
information should not be considered as representative of the financial position as at 31 December 2011.<br />
d. Pro forma adjustments to the statement of cash flows<br />
d.1. Investment in shares<br />
In 2011 EKO SPV SIA acquired 42% shares of EKO Baltija SIA. As a result, an investment book value in the<br />
amount of LVL 11 245 was recognized on the balance sheet of the GROUP.<br />
2. STATEMENT OF ACCOUNTING POLICIES<br />
(a) Basis of preparation<br />
The Pro Forma financial information has been prepared in the format that is compatible with the accounting<br />
policies and principles that the GROUP has applied in the preparation of the historical consolidated financial<br />
statements for the year ended 31 December 2011.<br />
The GROUP historical consolidated financial statements have been prepared in accordance with and comply<br />
with International Financial Reporting Standards as adopted by EU (IFRS) and Interpretations issued by its<br />
International Financial Reporting Interpretations Committee (IFRIC) as endorsed by the European Union.<br />
The accounting policies set out in notes b) to r) have been applied in preparing the financial statements and Pro<br />
Forma financial information for the year ended 31 December 2011.<br />
A number of new standards, amendments to standards and interpretations, which are not yet effective for the<br />
year ended 31 December 2011, have not been applied in preparing the mentioned historical consolidated<br />
statements:<br />
<br />
<br />
Amendments to IFRS 7 Disclosures - Transfers of Financial Assets (effective for annual periods<br />
beginning on or after 1 July 2011). The amendment requires additional disclosures in respect of risk<br />
exposures arising from transferred financial assets. The amendment includes a requirement to disclose<br />
by class of asset the nature, carrying amount and a description of the risks and rewards of financial<br />
assets that have been transferred to another party yet remain on the entity's balance sheet. Disclosures<br />
are also required to enable a user to understand the amount of any associated liabilities, and the<br />
relationship between the financial assets and associated liabilities. Where financial assets have been<br />
derecognised but the entity is still exposed to certain risks and rewards associated with the transferred<br />
asset, additional disclosure is required to enable the effects of those risks to be understood. The Group<br />
does not expect the amendments to have any material effect on its financial statements.<br />
IFRS 9 Financial Instruments Part 1: Classification and Measurement, issued in November 2009 with<br />
amendments issued in October 2010, as well as further issued amendments of IFRS 9 and IFRS 7 in<br />
December 2011 (effective for annual periods beginning on or after 1 January 2015; not yet adopted by<br />
the EU). IFRS 9 replaces those parts of IAS 39 relating to the classification and measurement of<br />
financial assets. IFRS 9 was further amended in October 2010 to address the classification and<br />
measurement of financial liabilities. Amendments made in December 2011 to IFRS 9 and IFRS 7<br />
Mandatory Effective Date and Transition Disclosures determines that the effective date of IFRS 9 is<br />
annual periods beginning on or after 1 January 2015, and modifies the relief from restating comparative<br />
periods and the associated disclosures in IFRS 7.<br />
F-96
ECO BALTIA AS<br />
PRO FORMA FINANCIAL INFORMATION<br />
Key features are as follows:<br />
- Financial assets are required to be classified into two measurement categories: those to be<br />
measured subsequently at fair value, and those to be measured subsequently at amortised cost. The<br />
decision is to be made at initial recognition. The classification depends on the entity’s business model<br />
for managing its financial instruments and the contractual cash flow characteristics of the instrument.<br />
- An instrument is subsequently measured at amortised cost only if it is a debt instrument and<br />
both (i) the objective of the entity’s business model is to hold the asset to collect the contractual cash<br />
flows, and (ii) the asset’s contractual cash flows represent only payments of principal and interest (that<br />
is, it has only “basic loan features”). All other debt instruments are to be measured at fair value through<br />
profit or loss.<br />
- All equity instruments are to be measured subsequently at fair value. Equity instruments that<br />
are held for trading will be measured at fair value through profit or loss. For all other equity<br />
investments, an irrevocable election can be made at initial recognition, to recognise unrealised and<br />
realised fair value gains and losses through other comprehensive income rather than profit or loss.<br />
There is to be no recycling of fair value gains and losses to profit or loss. This election may be made on<br />
an instrument-by-instrument basis. Dividends are to be presented in profit or loss, as long as they<br />
represent a return on investment.<br />
- Most of the requirements in IAS 39 for classification and measurement of financial liabilities<br />
were carried forward unchanged to IFRS 9. The key change is that an entity will be required to present<br />
the effects of changes in own credit risk of financial liabilities designated as at fair value through profit<br />
or loss in other comprehensive income.<br />
The Group is considering the implications of the standard, the impact on the Group and the timing of its<br />
adoption by the Group.<br />
<br />
IFRS 10, IFRS 11, IFRS 12, IAS 27 (as revised in 2011) and IAS 28 (as revised in 2011): a package of<br />
five Standards on consolidation, joint arrangements, associates and disclosures issued in May 2011<br />
effective for annual periods beginning on or after 1 January 2013; not yet adopted by the EU). Earlier<br />
application is permitted provided that all of these five standards are applied early at the same time. Key<br />
requirements of these five Standards are described below.<br />
- IFRS 10 replaces the parts of IAS 27 Consolidated and Separate Financial Statements that deal<br />
with consolidated financial statements. SIC-12 Consolidation – Special Purpose Entities has been<br />
withdrawn upon the issuance of IFRS 10. Under IFRS 10, there is only one basis for consolidation, that<br />
is control. In addition, IFRS 10 includes a new definition of control that contains three elements: (a)<br />
power over an investee, (b) exposure, or rights, to variable returns from its involvement with the<br />
investee, and (c) the ability to use its power over the investee to affect the amount of the investor's<br />
returns. Extensive guidance has been added in IFRS 10 to deal with complex scenarios.<br />
- IFRS 11 replaces IAS 31 Interests in <strong>Joint</strong> Ventures. IFRS 11 deals with how a joint<br />
arrangement of which two or more parties have joint control should be classified. SIC-13 <strong>Joint</strong>ly<br />
Controlled Entities – Non-monetary Contributions by Venturers has been withdrawn upon the issuance<br />
of IFRS 11. Under IFRS 11, joint arrangements are classified as joint operations or joint ventures,<br />
depending on the rights and obligations of the parties to the arrangements. In contrast, under IAS 31,<br />
there are three types of joint arrangements: jointly controlled entities, jointly controlled assets and<br />
jointly controlled operations. In addition, joint ventures under IFRS 11 are required to be accounted for<br />
using the equity method of accounting, whereas jointly controlled entities under IAS 31 can be<br />
accounted for using the equity method of accounting or proportionate accounting.<br />
- IFRS 12 is a disclosure standard and is applicable to entities that have interests in subsidiaries,<br />
joint arrangements, associates and/or unconsolidated structured entities. In general, the disclosure<br />
requirements in IFRS 12 are more extensive than those in the current standards.<br />
EKO Group management does not consider that the aforementioned five standards would have material<br />
impact on the financial statements or Pro Forma financial information.<br />
F-97
ECO BALTIA AS<br />
PRO FORMA FINANCIAL INFORMATION<br />
IFRS 13 Fair Value Measurement (effective for annual periods beginning on or after 1 January 2013,<br />
with earlier application permitted; not yet adopted by the EU). IFRS 13 establishes a single source of<br />
guidance for fair value measurements and disclosures about fair value measurements. The Standard<br />
defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair<br />
value measurements. The scope of IFRS 13 is broad; it applies to both financial instrument items and<br />
non-financial instrument items for which other IFRSs require or permit fair value measurements and<br />
disclosures about fair value measurements, except in specified circumstances. In general, the disclosure<br />
requirements in IFRS 13 are more extensive than those required in the current standards. The Group<br />
currently is assessing the implications of the standard, the impact on the Group and the timing of its<br />
adoption by the Group.<br />
<br />
<br />
<br />
Amendment to IAS 12 Deferred Tax: Recovery of Underlying Assets (effective for annual periods<br />
beginning on or after 1 January 2012; not yet adopted by the EU). The amendment introduces an<br />
exception to the existing principle for the measurement of deferred tax assets or liabilities arising on<br />
investment property measured at fair value. The Group is currently assessing the impact of the amended<br />
standard on its financial statements.<br />
Amendment to IFRS 1 Severe hyperinflation and removal of fixed dates for first-time adopters<br />
(effective for annual periods beginning on or after 1 July 2011; not yet adopted by the EU). The<br />
amendments will provide relief for first-time adopters of IFRSs from having to reconstruct transactions<br />
that occurred before their date of transition to IFRSs, and guidance for entities emerging from severe<br />
hyperinflation either to resume presenting IFRS financial statements or to present IFRS financial<br />
statements for the first time. The Group does not expect the amendments to have any material effect on<br />
its financial statements.<br />
The amendments to IAS 1 Presentation of Items of Other Comprehensive Income (effective for annual<br />
periods beginning on or after 1 July 2012; not yet adopted by the EU). The amendments retain the<br />
option to present profit or loss and other comprehensive income in either a single statement or in two<br />
separate but consecutive statements. However, the amendments to IAS 1 require additional disclosures<br />
to be made in the other comprehensive income section such that items of other comprehensive income<br />
are grouped into two categories: (a) items that will not be reclassified subsequently to profit or loss; and<br />
(b) items that will be reclassified subsequently to profit or loss when specific conditions are met.<br />
Income tax on items of other comprehensive income is required to be allocated on the same basis. The<br />
Group does not expect that amendments to have material impact on financial statements.<br />
The amendments to IAS 19 Employee Benefits (effective for annual periods beginning on or after 1<br />
January 2013 and require retrospective application with certain exceptions; not yet adopted by the EU).<br />
The amendments change the accounting for defined benefit plans and termination benefits. The most<br />
significant change relates to the accounting for changes in defined benefit obligations and plan assets.<br />
The amendments require the recognition of changes in defined benefit obligations and in fair value of<br />
plan assets when they occur, and hence eliminate the 'corridor approach' permitted under the previous<br />
version of IAS 19 and accelerate the recognition of past service costs. The amendments require all<br />
actuarial gains and losses to be recognised immediately through other comprehensive income in order<br />
for the net pension asset or liability recognised in the consolidated statement of financial position to<br />
reflect the full value of the plan deficit or surplus. The Group does not expect that amendments to have<br />
material impact on financial statements.<br />
<br />
<br />
The amendments to IFRS 7 Disclosures – Offsetting Financial Assets and Financial Liabilities<br />
(effective for annual periods beginning on or after 1 January 2014 and require retrospective application<br />
in order to have full comparability; not yet adopted by the EU). Information disclosure requirements<br />
related to the impact of offsetting financial assets and financial liabilities on financial position. New<br />
information disclosure requirements determines entities to present gross amounts, for which the<br />
offsetting rights apply, the amounts in accordance with applicable accounting standards and related net<br />
effect. The Group does not expect the amendments to have material impact on financial statements.<br />
The amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities (effective for annual<br />
periods beginning on or after 1 January 2014 and require retrospective application; not yet adopted by<br />
F-98
ECO BALTIA AS<br />
PRO FORMA FINANCIAL INFORMATION<br />
the EU). Amendments explain requirements in relation to offsetting of financial instruments. The Group<br />
does not expect the amendments to have material impact on financial statements.<br />
<br />
IFRIC Interpretation 20: Stripping Costs in the Production Phase of a Surface Mine (effective for<br />
annual periods beginning on or after 1 January 2013; not yet adopted by the EU). IFRIC does not apply<br />
to the Group.<br />
Except for the amendments to IFRS 7 Disclosures - Transfers of Financial Assets, the above mentioned changes<br />
have not been endorsed by EU yet.<br />
ECO BALTIA Group management does not anticipate that these amendments will have a significant effect on<br />
amounts reported in the consolidated financial statements or Pro Forma financial information.<br />
The amounts shown in these consolidated financial statements are derived from the Group companies’<br />
accounting records, maintained in accordance with Latvian Accounting Regulations, appropriately reclassified<br />
for recognition, measurement and presentation in accordance with the IFRS as adopted by the EU. The<br />
consolidated financial statements are prepared under the historical cost convention except for the financial<br />
instruments (including derivative instruments) at fair value through profit or loss are measured at fair value.<br />
The functional currency of Eko Baltija SIA and each of its subsidiaries and the reporting currency for these<br />
consolidated financial statements is the Latvian Lat. All amounts shown in these consolidated financial<br />
statements are presented in thousands of Latvian Lats (LVL) unless stated differently. Balances disclosed as at<br />
31 December reflect the position as at the close of business on that date.<br />
(b) Estimates and judgements<br />
The preparation of consolidated financial statements in conformity with IFRS as adopted by the EU requires the<br />
management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue<br />
and expenses, and disclosure of contingencies. The significant areas of estimation used in the preparation of the<br />
accompanying consolidated financial statements relate to revenue recognition, depreciation, allowance for bad<br />
debts and inventories, and impairment evaluation. Although these estimates are based on the management’s best<br />
knowledge of current events and actions, the actual results may ultimately differ from those estimates. The areas<br />
involving a higher degree of judgement or complexity are described below.<br />
(i) Useful lives for property, plant and equipment<br />
Asset useful lives are assessed annually and changed when necessary to reflect current thinking on their<br />
remaining lives in light of technological change, prospective economic utilisation and physical condition of the<br />
assets concerned.<br />
(ii) Inventories<br />
The Group performs estimates for calculation of net realisable values for slow-moving and obsolete inventories<br />
to determine the loss of decrease in the value of inventories. Typically net realisable values are determined for<br />
each position separately, if it is not possible historical experience is used to estimate possible loss.<br />
(iii) Revenue recognition<br />
Principles for revenue allocation are described in policy (n).<br />
(iv) Allowances for doubtful debts<br />
The Group makes allowances for doubtful accounts receivable. Estimates based on historical experience are used<br />
in determining the level of debts that management believes will not be collected.<br />
(v) Provisions<br />
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past<br />
events, and it is probable that an outflow of resources embodying economic benefits will be required to settle the<br />
obligation, and a reliable estimate of the amount of the obligation can be made.<br />
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Provisions are measured in the statement of financial position at the best estimate of the expenditure required to<br />
settle the present obligation at the end of the reporting period date. Provisions are used only for expenditures for<br />
which the provisions were originally recognised and are reversed if an outflow of resources is no longer<br />
probable.<br />
Provisions for restructuring costs include employee termination benefits and are recognised in the period when<br />
the Group takes on legal or logical obligations to pay out such expenses; when the Group has developed a<br />
detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out<br />
the restructuring by starting to implement the plan or announcing its main features to those affected by it. The<br />
measurement of a restructuring provision includes only the direct expenditures arising from the restructuring.<br />
(vi) Goodwill impairment<br />
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units<br />
to which goodwill has been allocated. The value in use calculation requires the directors to estimate the future<br />
cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate<br />
present value.<br />
(c) Basis of consolidation<br />
(i) Subsidiaries<br />
The consolidated financial statements include subsidiaries that are controlled by the Parent <strong>Company</strong>. Control is<br />
presumed to exist where more than a half of the subsidiary’s voting rights are controlled by the Parent <strong>Company</strong><br />
or it otherwise has the power to exercise control over the operating and financial policies so as to obtain benefits<br />
from its activities. Subsidiaries are consolidated from the date on which control is transferred to the Group and<br />
until the date that control ceases. The financial statements of the subsidiaries are prepared for the same reporting<br />
year as the Parent <strong>Company</strong>, using consistent accounting policies.<br />
The purchase method of accounting is used to account for the acquisition of subsidiaries [other than those<br />
acquired from parties under common control]. Identifiable assets acquired and liabilities and contingent<br />
liabilities assumed in a business combination are measured at their fair values at the acquisition date.<br />
The consideration transferred for the acquiree is measured at the fair value of the assets given up, equity<br />
instruments issued and liabilities incurred or assumed, including fair value of assets or liabilities from contingent<br />
consideration arrangements but excludes acquisition related costs such as advisory, legal, valuation and similar<br />
professional services. Transaction costs incurred for issuing equity instruments are deducted from equity;<br />
transaction costs incurred for issuing debt are deducted from its carrying amount and all other transaction costs<br />
associated with the acquisition are expensed.<br />
(ii) Associated companies<br />
Investments in associated companies are accounted for by the equity method and are recognised initially at cost.<br />
These are undertakings in which the Group holds from 20% to 50% of the voting rights and over which the<br />
Group exercises significant influence, but which it does not control.<br />
Equity method of accounting involves recognising in the profit or loss the Group’s share of the associate’s net<br />
profit or loss for the year and eliminating unrealised gains and unrealised losses on transactions between the<br />
Group and the associated undertaking to the extent of the Group’s interest in the associates. Dividends received<br />
from the associate reduce the carrying amount of the investment. The Group’s interest in the associate is carried<br />
in the statement of financial position at an amount that reflects its share of the net assets of the associate<br />
including any goodwill on acquisition. Investments in associated undertakings are reported as non-current assets<br />
in the Group’s consolidated statement of financial position.<br />
(iii) Transactions eliminated on consolidation<br />
The consolidated financial statements comprise the financial statements of the parent company and its<br />
subsidiaries as at 31 December 2011. All intra-group balances, income and expenses and unrealised gains and<br />
losses resulting from intra-group transactions are eliminated in preparing the consolidated financial statements.<br />
Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment<br />
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to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as<br />
unrealised gains, but only to the extent that there is no evidence of impairment.<br />
(d) Foreign currencies<br />
All transactions denominated in foreign currencies are translated into Lats at the Bank of Latvia rate of exchange<br />
prevailing on the day the transaction took place. Gains and losses resulting from the settlement of such<br />
transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are<br />
recognised in the profit or loss. At the end of year foreign currency monetary assets and liabilities are translated<br />
at the Bank of Latvia rate of exchange ruling at 31 December, and all associated exchange differences are dealt<br />
with through the profit or loss.<br />
Exchange rates in the last three years have been:<br />
2011 2010 2009<br />
as at 31 December as at 31 December as at 31 December<br />
USD/LVL 0.544 0.535 0.489<br />
LTL/LVL 0.204 0.203 0.204<br />
GBP/LVL 0.840 0.824 0.783<br />
Within the framework of Latvia's preparation for full-fledged membership in the <strong>Eco</strong>nomic and Monetary<br />
Union, the Bank of Latvia has fixed the peg rate of the Lat and the euro at EUR 1 = LVL 0.702804 effective<br />
since 1 January 2005.<br />
(e) Intangible assets<br />
(i) Goodwill<br />
Goodwill is measured by deducting the net assets of the acquiree from the aggregate of the consideration<br />
transferred for the acquiree, the amount of non-controlling interest in the acquiree and fair value of an interest in<br />
the acquiree held immediately before the acquisition date. Any negative amount (“negative goodwill”) is<br />
recognised in profit or loss, after management reassesses whether it identified all the assets acquired and all<br />
liabilities and contingent liabilities assumed and reviews appropriateness of their measurement. Goodwill is not<br />
amortised and instead is tested for impairment annually or more frequently if indicators of impairment exist.<br />
Following initial recognition goodwill is measured at cost less any accumulated impairment losses. An<br />
impairment loss in respect of goodwill is not reversed.<br />
(iii) Other intangible assets<br />
Other intangible assets comprise costs of acquired computer software licences and other licences. Where the<br />
software is an integral part of the related hardware that cannot operate without that specific software, computer<br />
software is treated as property, plant and equipment. Other intangible assets are amortised using the straight-line<br />
method over their useful lives as follows:<br />
Useful lives,<br />
years<br />
Software and licences 3 – 5<br />
Other intangible assets are stated at historical cost less accumulated amortisation and any accumulated<br />
impairment losses. Where an indication of impairment exists, the carrying amount of any intangible asset is<br />
assessed and written down immediately to its recoverable amount, which is the higher of an asset’s net selling<br />
price and value in use, recognising impairment loss as an expense in the profit or loss. Review for impairment is<br />
carried out at each end of the reporting period date. The recoverable amount of an intangible asset not yet<br />
available for use is tested for impairment annually, irrespective of whether there is any indication that it may be<br />
impaired. For the purposes of assessing impairment, assets are grouped at the lowest level, for which there are<br />
separately identifiable cash inflows.<br />
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(f)<br />
Property, plant and equipment<br />
All property, plant and equipment are stated at historical cost less accumulated depreciation and any<br />
accumulated impairment losses. Depreciation of property, plant and equipment is calculated using the straightline<br />
method to allocate the depreciable amount of the assets over their estimated useful lives as follows:<br />
Useful lives,<br />
Years<br />
Buildings 10 – 40<br />
Other fixed assets 3 – 7<br />
Land is not depreciated as it is deemed to have an indefinite life.<br />
The useful life and residual value of an asset is reviewed at least at each financial year-end. Effect from a<br />
change in the estimated useful life of an asset is recognised prospectively by including it in the profit or loss in<br />
the current period and future periods.<br />
Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down<br />
immediately to its recoverable amount, which is the higher of an asset’s fair value less cost to sell and value in<br />
use, recognising impairment loss as an expense in the profit or loss. Review for impairment is carried out at the<br />
end of the reporting period. For the purposes of assessing impairment, assets are grouped at the lowest level, for<br />
which there are separately identifiable cash inflows.<br />
Gains and losses on disposals of assets are determined by comparing proceeds with the carrying amount, and are<br />
included in the results from operating activities.<br />
Leasehold improvements are included within buildings and amortised over the shorter of the useful life of the<br />
improvement and the term of lease.<br />
The cost of the construction of property, plant and equipment is determined by the reference to the actual costs<br />
incurred to the suppliers and subcontractors as at the end of the reporting period. Interest costs on borrowings to<br />
finance the construction of property, plant and equipment and other operating expenses directly attributable to<br />
the construction of property, plant and equipment (costs of own labour, material and other costs) are capitalised<br />
as part of the cost of the asset during the period of time that is required to complete and prepare the property for<br />
its intended use.<br />
(g) Financial assets<br />
Financial assets comprise investments in equity and debt securities (excluding investments in associates), trade<br />
and other receivables, cash and cash equivalents and loans issued and derivative financial assets.<br />
Cash and cash equivalents comprise current accounts with banks, cash on hand, and deposits with banks with<br />
initial maturity up to three month.<br />
Financial assets are classified as financial assets at fair value through profit or loss, loans and receivables, held-to<br />
maturity investment, or available-for-sale financial assets, as appropriate:<br />
(i) Financial assets at fair value through profit or loss<br />
An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such<br />
upon initial recognition. Financial instruments are designated at fair value through profit or loss if the Group<br />
manages such investments and makes purchase and sale decisions based on their fair value in accordance with<br />
the Group’s documented risk management or investment strategy. Upon initial recognition attributable<br />
transaction costs are recognised in the profit or loss as incurred. Financial instruments at fair value through profit<br />
or loss are measured at fair value, and changes therein are recognised in the profit or loss.<br />
(ii) Loans and receivables<br />
Loans and receivables are initially recognised at fair value plus any directly attributable transaction costs, which<br />
for trade receivables is usually the original invoiced amount and subsequently carried at amortised cost using the<br />
effective interest method less allowances made for doubtful receivables. Allowances are made specifically<br />
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where there is objective evidence of a dispute or an inability to pay. The additional allowances are made based<br />
on an analysis of balances by age and previous losses experienced. Loans and receivables are classified in<br />
current assets, except for maturities greater than 12 months after the end of the reporting period date. These are<br />
classified as non-current assets.<br />
An impairment or bad debt loss is recognised in the profit or loss whenever it is probable that the Group will not<br />
collect all amounts due according to the contractual terms of loans or receivables. The impairment loss is<br />
measured as the difference between that asset’s carrying amount and the present value of estimated future cash<br />
flows discounted at the financial asset’s original effective interest rate. The impairment loss is only reversed if it<br />
can be related objectively to an event after the impairment was recognised and is reversed to the extent the<br />
carrying value of the asset does not exceed its amortised cost at the date of reversal. The amount of the reversal<br />
is included in the profit or loss.<br />
(iii) Held-to-maturity investments<br />
If the Group has the positive intent and ability to hold debt securities to maturity, then they are classified as heldto-maturity.<br />
Held-to-maturity financial assets are recognized initially at fair value plus any directly attributable<br />
transaction costs. Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost<br />
using the effective interest method, less any impairment losses.<br />
(iv) Available-for-sale financial assets<br />
Available-for-sale financial assets are recognised initially at fair value plus any directly attributable transaction<br />
costs. Subsequent to initial recognition, they are measured at fair value and changes therein, other than<br />
impairment losses, and foreign currency differences on available-for-sale monetary items, are recognised directly<br />
in other comprehensive income. When an investment is derecognised, the cumulative gain or loss is reclassified<br />
from other comprehensive income to profit or loss for the year.<br />
Financial assets are derecognised when the rights to receive cash flows from assets have expired or have been<br />
transferred and the Group has transferred substantially all risks and rewards of ownership.<br />
Financial assets are reviewed for impairment at the end of the reporting period. A financial asset is impaired if<br />
objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the<br />
loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.<br />
Objective evidence that financial assets (including equity securities) are impaired can include default or<br />
delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not<br />
consider otherwise, indications that a debtor or issuer will enter bankruptcy, the disappearance of an active<br />
market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its<br />
fair value below its cost is objective evidence of impairment.<br />
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference<br />
between its carrying amount, and the present value of the estimated future cash flows discounted at the original<br />
effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by<br />
reference to its fair value.<br />
Individually significant financial assets are tested for impairment on an individual basis. The remaining financial<br />
assets are assessed collectively. In assessing collective impairment the Group uses historical trends of the<br />
probability of default, timing of recoveries and the amount of loss incurred, adjusted for management’s judgment<br />
as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less<br />
than suggested by historical trends.<br />
All impairment losses are recognised in the profit or loss. An impairment loss is reversed if the reversal can be<br />
related objectively to an event occurring after the impairment loss was recognised.<br />
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(h) Financial liabilities<br />
Non – derivative financial liabilities comprise trade and other payables and borrowings.<br />
(i)Trade and other payables<br />
Trade payables are recognised initially at fair value plus any directly attributable transaction costs and<br />
subsequently measured at amortised cost using the effective interest method. The carrying value of trade and<br />
other payables approximate their fair values due to their short maturity. A financial liability is removed from the<br />
statement of financial position, when the obligation specified in the contract is discharged or cancelled or<br />
expires.<br />
(ii) Borrowings<br />
All borrowings are initially recognised at the fair value of the consideration received plus directly attributable<br />
transaction costs. After initial recognition, borrowings are subsequently measured at amortised cost using the<br />
effective interest rate method. Gains and losses are recognised in the profit or loss as interest income/expense<br />
when the liabilities are derecognised as well as through the amortisation process. The part of outstanding<br />
amount, which is due after more than 12 months, is included in non-current liabilities.<br />
Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are<br />
capitalised as part of the cost of that asset. The amount of borrowing costs eligible for capitalisation is<br />
determined by applying the capitalisation rate to the expenditures on a qualifying asset. Capitalisation rate is the<br />
weighted average interest rate on borrowings that are outstanding during the period.<br />
(i)<br />
Leases<br />
Leases of assets under which the lessee assumes substantially all the benefits and risks of ownership are<br />
classified as finance leases. All other leases are classified as operating leases.<br />
(i) A Group company is a lessor<br />
When assets are leased out under an operating lease, income from operating leases is recognised in the profit or<br />
loss on a straight-line basis over the lease term. Initial direct costs incurred in negotiating and arranging an<br />
operating lease are included in the initial measurement of the finance lease receivable and reduce the amount of<br />
income recognized over the lease term.<br />
If a Group company is a lessor in a finance lease arrangement, it recognizes the asset in the statement of financial<br />
position as a receivable at an amount equal to the present value of the lease payments. Lease income is<br />
recognised over the term of the lease on the basis of constant periodic rate of return.<br />
(ii) A Group company is a lessee<br />
Payments made under operating leases are charged to the profit or loss on a straight-line basis over the period of<br />
the lease.<br />
If a Group company is a lessee in a finance lease arrangement, it recognises in the statement of financial position<br />
the assets as an item of property, plant and equipment and a lease liability measured as the lower of the fair value<br />
of the leased property and the present value of the minimum lease payments. Each lease payment is allocated<br />
between the liability and finance charge so as to achieve a constant interest rate on the balance of liability<br />
outstanding. The interest element of the lease payment is charged to the profit or loss over the lease period. The<br />
item of property, plant and equipment acquired under a finance lease is depreciated over the shorter of the useful<br />
life of the asset and the lease term, unless it is reasonably certain that the Group will obtain ownership by the end<br />
of the lease term.<br />
(j)<br />
Inventories<br />
Inventories are stated at the lower of cost and estimated net realisable value. Cost is determined by the weighted<br />
average cost method for items that are interchangeable. For inventory items that are not interchangeable, specific<br />
costs are attributed to the specific individual items of inventory. Net realisable value is the estimated selling<br />
price in the ordinary course of business, less the estimated costs of completion and selling expenses.<br />
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(k) Contingent assets and liabilities<br />
Contingent assets are not recognised in the consolidated financial statements, but disclosed in the notes when an<br />
inflow of economic benefits is probable. Contingent liabilities are not recognised in the financial statements.<br />
They are disclosed in the notes unless the possibility of an outflow of resources embodying economic benefits is<br />
remote.<br />
(l)<br />
Employee benefits<br />
(i) Short-term employee benefits<br />
Short-term employee benefits are recognised as a current expense in the period when employees render the<br />
services. These include salaries and wages, social security contributions, bonuses, paid holidays and other<br />
benefits.<br />
(m) Income taxes<br />
Income tax expense comprises current and deferred tax. Income tax is recognized in the profit of loss, except to<br />
the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the<br />
tax is also recognized in other comprehensive income or directly in equity.<br />
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or<br />
substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous<br />
years.<br />
Deferred tax is recognized in respect of temporary differences arising between the tax bases of assets and<br />
liabilities and their carrying value for financial reporting purposes. Deferred tax assets and liabilities are<br />
measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is<br />
settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.<br />
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available<br />
against which the temporary differences can be utilised. Deferred income tax is provided on temporary<br />
differences arising on investments in subsidiaries and associated undertakings, except where the timing of the<br />
reversal of the temporary difference can be controlled and it is probable that the temporary difference will not<br />
reverse in the foreseeable future.<br />
The principal temporary differences arise from depreciation of property, plant and equipment and accrued<br />
expenses.<br />
(n) Revenue recognition<br />
Revenue from sales of goods is recognised when significant risks and rewards of ownership of the goods have<br />
passed to the buyer, usually on delivery of goods, recovery of the consideration is probable, the associated costs<br />
and possible return of goods can be estimated reliably, there is no continuing management involvement with the<br />
goods, and the amount of revenue can be measured reliably.<br />
Revenue from services is recognised when services are rendered to customers in accordance with contractual<br />
terms and conditions.<br />
The Group recognises revenue based on the amount invoiced to customer net of value added tax when it has<br />
earned revenue from sale of the goods or services and the net amount retained (that is, the amount billed to<br />
customer less the amount paid to service provider) when it has earned a commission or fee.<br />
Dividends are recognised when the right to receive payment is established.<br />
(o) Dividends<br />
Dividends are recorded in the financial statements of the Group in the period in which they are approved by the<br />
Group’s shareholders and the shareholder`s right to receive payment has been established.<br />
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(p) Events after the Reporting Period<br />
The amounts recognised in financial statements are adjusted to reflect events after the reporting period that<br />
provide additional information about the Group’s position at reporting period (adjusting events). Events after the<br />
reporting period that are not adjusting events are disclosed in the notes to the financial statements when<br />
material.<br />
(q) Determination of fair values<br />
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both<br />
financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or<br />
disclosure purposes based on the following methods. When applicable, further information about the<br />
assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.<br />
The carrying value of short-term financial assets and liabilities is assumed to approximate their fair values. Fair<br />
value of the remaining financial instruments is estimated by discounting the expected future cash flows to net<br />
present values using appropriate prevailing market interest rates available at the end of the period. Market<br />
interest rates apply to interest-bearing debt and the book value of these items is regarded as corresponding to<br />
their fair value.<br />
(r) Government grants<br />
Government grants are not recognised until there is reasonable assurance that the Group will comply with the<br />
conditions attaching to them and that the grants will be received<br />
Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group<br />
recognises as expenses the related costs for which the grants are intended to compensate. Specifically,<br />
government grants whose primary condition is that the Group should purchase, construct or otherwise acquire<br />
non-current assets are recognised as deferred revenue in the consolidated statement of financial position and<br />
transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.<br />
F-106
Admission............................................................<br />
Allotment Date ...................................................<br />
ANNEX I<br />
DEFINED TERMS<br />
Admission of the Shares, including the Offer Shares, to<br />
trading on the WSE and the RSE<br />
On or about 5 July 2012 – the date on which the Offer Shares<br />
will be allocated to Investors<br />
Articles of Association ........................................ The articles of association of the <strong>Company</strong><br />
Capital Advisor ................................................... Bank Zachodni <strong>WBK</strong> S.A.<br />
Commercial Pledges Register ............................ Commercial Pledges Register of the Republic of Latvia<br />
Commercial Register .......................................... Commercial Register of the Republic of Latvia<br />
<strong>Company</strong>, Issuer ................................................. <strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> <strong>Eco</strong> <strong>Baltia</strong>, a joint stock company,<br />
incorporated under the laws of Latvia, having its registered<br />
office at Darza iela 2, Riga, LV-1007, Latvia, and registered<br />
under the corporate code 40103446506<br />
Condensed Consolidated Interim<br />
Reviewed condensed consolidated interim financial statements<br />
Financial Statements........................................... of Eko Baltija Group for three months ended 31 March 2012<br />
Consolidated Financial Statements ................... Audited consolidated annual report of Eko Baltija Group for<br />
the years ended 31 December 2011, 2010 and 2009<br />
Sales Agent .......................................................... AS SEB Enskilda, with its registered seat at Alberta 13, Riga<br />
LV-1010, Latvia<br />
Current Report ................................................... The official electronic information dissemination service as<br />
defined in Article 56.1 of the Polish Public Offerings Act<br />
<strong>Eco</strong> <strong>Baltia</strong> Group ................................................ The Issuer together with its direct and indirect subsidiaries<br />
EEA ...................................................................... European <strong>Eco</strong>nomic Area<br />
Eko Baltija........................................................... Limited Liability <strong>Company</strong> Eko Baltija, corporate code:<br />
40003582465, with registered office at Darza iela 2, Riga, LV-<br />
1007, Latvia<br />
Eko Baltija Group............................................... Eko Baltija together with its direct and indirect subsidiaries,<br />
consolidated in the Consolidated Financial Statements and the<br />
Condensed Consolidated Interim Financial Statements<br />
Eko Kurzeme....................................................... Limited Liability <strong>Company</strong> Eko Kurzeme, corporate code:<br />
42103030389, with registered office at Ezermalas iela 11,<br />
Liepaja, LV-3401, Latvia<br />
Eko Reverss ......................................................... Limited Liability <strong>Company</strong> Eko Reverss, corporate code:<br />
50003537891, with registered office at Maskavas iela 240-3,<br />
Riga, LV-1063, Latvia<br />
Eko Riga .............................................................. Limited Liability <strong>Company</strong> Eko Riga, corporate code:<br />
40003667382, with registered office at Maskavas iela 240-3,<br />
Riga, LV-1063, Latvia<br />
Eko SPV............................................................... Limited Liability <strong>Company</strong> Eko SPV, with registered office at<br />
Darza iela 2, Riga, LV-1007, Latvia, corporate code:<br />
40103435432<br />
A-1
ESPI ..................................................................... The electronic public company reporting system in Poland<br />
EU......................................................................... The European Union<br />
EUR, €, Euro ......................................................<br />
The lawful currency of the European <strong>Eco</strong>nomic and Monetary<br />
Union<br />
FKTK................................................................<br />
Latvian Financial and Capital Market Commission (Finanšu<br />
un kapitāla tirgus komisija), address Kungu iela 1, Riga, LV-<br />
1050, Latvia<br />
Financial Advisor................................................ BIC Securities SIA<br />
GDP...................................................................... Gross domestic product<br />
General Meeting of Shareholders, General The General Meeting of Shareholders of the <strong>Company</strong><br />
Meeting ................................................................<br />
GHE ..................................................................... Goods harmful to the environment<br />
Group ................................................................<br />
Any reference to the Group made in the Prospectus is a<br />
reference to either Eko Baltija Group or <strong>Eco</strong> <strong>Baltia</strong> Group<br />
Group Companies............................................... Any direct or indirect subsidiary of the Issuer<br />
IAS........................................................................ International Accounting Standards<br />
IASB..................................................................... International Accounting Standards Board<br />
IFRIC................................................................<br />
IFRS ................................................................<br />
International Financial Reporting Interpretations Committee<br />
International Financial Reporting Standards<br />
IFRS Financial Statements................................ Consolidated Financial Statements, the Condensed<br />
Consolidated Interim Financial Statements and Pro Forma<br />
Financial Information contained in the Prospectus<br />
IMF ...................................................................... The International Monetary Fund<br />
Institutional Investors......................................... Selected corporate entities (legal persons) and non-corporate<br />
entities other than individuals (which term includes firms<br />
managing securities portfolios on a discretionary basis), to<br />
whom the Offering is addressed<br />
Investors .............................................................. The Retail Investors together with the Institutional Investors<br />
Jumis ................................................................ Limited Liability <strong>Company</strong> Jumis, corporate code:<br />
40103032305, with registered office at Rudolfa Blaumana iela<br />
10, Sigulda, Sigulda District, LV-2150, Latvia<br />
Jurmalas ATU..................................................... Limited Liability <strong>Company</strong> Jurmalas ATU, corporate code:<br />
40003309841, with registered office at Dzirnavu iela 5A,<br />
Jurmala, LV-2011, Latvia<br />
Key Executives ...................................................<br />
The most important managers of the Group<br />
Kurzemes Ainava ...............................................<br />
Land Register .....................................................<br />
Limited Liability <strong>Company</strong> Kurzemes Ainava, corporate code:<br />
40003397793, with registered office at Dienvidu iela 2,<br />
Tukums, Tukums District, LV-3101, Latvia<br />
Land Register of the Republic of Latvia, which is publicly<br />
reliable register of immovable properties and the rights<br />
related thereto<br />
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Latvian Commercial Law................................<br />
Commercial Law of the Republic of Latvia, dated 13 April<br />
2000, as amended<br />
Latvian Financial Instrument Market<br />
Law......................................................................<br />
Latvijas Zalais punkts, LZP..............................<br />
Law on Pollution ................................................<br />
Financial Instrument Market Law of the Republic of Latvia,<br />
dated 20 November 2003, as amended<br />
<strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> Latvijas Zalais punkts, corporate code:<br />
40003475890, with registered office at Baznicas Maskavas<br />
iela 240-3, Riga, LV-1063, Latvia<br />
Law on Pollution of the Republic of Latvia, dated 15 March<br />
2001, as amended<br />
LCC .....................................................................<br />
Latvian Competition Council<br />
LCD .....................................................................<br />
Listing Date.........................................................<br />
<strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> Latvijas Centralais depozitarijs,<br />
registered in the Latvian Commercial Register with<br />
registration number 40003242879, registered address Valnu<br />
iela 1, Riga, LV-1050, Latvia, which is the sole central<br />
securities depository in the Republic of Latvia, which<br />
administers Latvian central register of publicly issued<br />
securities<br />
On or about 16 July 2012 – first day of trading in Shares on<br />
the WSE and the RSE<br />
Lock Up Period ..................................................<br />
LPUC................................................................<br />
LVL, Latvian lat.................................................<br />
The period of 12 months after Settlement Date<br />
Latvian Public Utilities Commission<br />
The lawful currency of Latvia<br />
Management .......................................................<br />
Members of the Management Board and Key Executives<br />
(unless otherwise stated)<br />
Management Board............................................<br />
The Management Board of the <strong>Company</strong><br />
Managers ............................................................<br />
The Financial Advisor, the Capital Advisor, the Offering<br />
Broker and the Sales Agent<br />
MRTL ................................................................ Limited Liability <strong>Company</strong> MRTL, corporate code:<br />
40103404377, with registered office at Darza iela 2, Riga,<br />
LV-1007, Latvia<br />
Maximum Price..................................................<br />
MBT ................................................................<br />
The maximum price at which the Offer Price will be set<br />
Type of waste processing facility that combines a sorting<br />
facility with a form of biological treatment such as<br />
composting or anaerobic digestion; MBT plants are designed<br />
to process mixed household waste as well as commercial and<br />
industrial wastes<br />
Member State...................................................... A Member State of the European <strong>Eco</strong>nomic Area<br />
MIFiD ................................................................<br />
Directive 2004/39/EC of the European Parliament and of the<br />
Council of 21 April 2004 on markets in financial instruments<br />
amending Council Directives 85/611/EEC and 93/6/EEC and<br />
Directive 2000/12/EC of the European Parliament and of the<br />
Council and repealing Council Directive 93/22/EEC, as<br />
amended<br />
NBL...................................................................... The National Bank of Latvia<br />
A-3
NBP ...................................................................... The National Bank of Poland<br />
NDS ...................................................................... The National Depository for Securities (Krajowy Depozyt<br />
Papierów Wartościowych S.A.) with its seat at ul. Książęca 4,<br />
00-498 Warsaw, Poland, the sole central securities depository<br />
in Poland, which administers Polish central register of publicly<br />
issued or traded securities<br />
New Shares .......................................................... Up to 6,279,000 bearer shares with a nominal value of LVL<br />
1.00 each to be issued by the Issuer<br />
Nordic Plast ......................................................... Limited Liability <strong>Company</strong> Nordic Plast, corporate code:<br />
40003495810, with registered office at Rupnicu iela 4, Olaine,<br />
Olaine District, LV-2114, Latvia<br />
Nordea Bank........................................................ Nordea Bank Finland Plc, a company incorporated under the<br />
laws of Finland, having its registered office at<br />
Aleksanterinkatu 36, Helsinki, Finland, and registered under<br />
business identity code 1680235-8, represented within the<br />
Republic of Latvia by Nordea Bank Finland Plc Latvia branch,<br />
having its registered office at Krisjana Valdemara iela 62,<br />
Riga, Latvia, and registered with the Commercial Register of<br />
the Republic of Latvia under number 40003486767.<br />
NRT...................................................................... Latvian Natural Resource Tax pursuant to Natural Resources<br />
Tax Law of the Republic of Latvia, dated 15 December 2005,<br />
as amended<br />
Offer Price ..........................................................<br />
The offer price per Offer Share determined prior to<br />
commencement of the subscription period in the retail and the<br />
institutional tranches, but no later than on or about 29 June<br />
2012 (09.00 a.m. CET)<br />
Offer Shares........................................................<br />
The New Shares and the Sale Shares offered jointly<br />
Offering...............................................................<br />
Offering Broker or Global Coordinator ..........<br />
Packaging Law ...................................................<br />
The offering of up to 12,558,000 Offer Shares, based on this<br />
Prospectus<br />
<strong>Dom</strong> <strong>Maklerski</strong> <strong>BZ</strong> <strong>WBK</strong> S.A. with its registered seat at pl.<br />
Wolności 15, Poznań, Poland<br />
Latvian Packaging Law, dated 20 December 2001, as<br />
amended<br />
PAP......................................................................<br />
PE ........................................................................<br />
PE pellets.............................................................<br />
PET......................................................................<br />
The Polish Press Agency<br />
Polyethylene<br />
Polyethylene pellets<br />
Polyethylene terephthalate<br />
PET Baltija ......................................................... <strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> PET Baltija, corporate code:<br />
42103029708, with registered office at Aviacijas iela 18,<br />
Jelgava, LV-3004, Latvia<br />
PET flakes...........................................................<br />
Small, pure PET fragments, being the final product of<br />
recycling of PET raw material<br />
PF<strong>SA</strong> ................................................................<br />
The Polish Financial Supervision Authority (Komisja<br />
Nadzoru Finansowego), the capital market regulatory<br />
authority of the Republic of Poland<br />
A-4
Placement Agreement ........................................<br />
Agreement between, inter alia, the Issuer, the Selling<br />
Shareholder, the Principal Shareholders and the Managers to<br />
be entered prior to the Allotment Date<br />
PLN, Polish zloty................................................<br />
Polish Institutional Investors ............................<br />
The lawful currency of the Republic of Poland<br />
Institutional Investors participating in the Offering in Poland<br />
Polish Public Offerings Act ...............................<br />
Principal Shareholder........................................<br />
The Polish Act of 29 July 2005, on Public Offerings and<br />
Conditions governing the Admission of Financial Instruments<br />
to Trading on Organized Markets, and on Listed Companies,<br />
as amended<br />
Mrs. Undine Bude, Mr. Maris Simanovics and Mr. Viesturs<br />
Tamuzs<br />
PRO.....................................................................<br />
Producers’ responsibility organizations<br />
Pro Forma Financial Information ....................<br />
Pro forma consolidated financial information of <strong>Eco</strong> <strong>Baltia</strong><br />
for the year ended 31 December 2011<br />
Prospectus............................................................ This Prospectus constituting a prospectus in the meaning of<br />
the Prospectus Directive prepared or the purpose of the<br />
Offering and the Admission<br />
Prospectus Directive ..........................................<br />
Regulation 809/2004, Prospectus<br />
Regulation...........................................................<br />
Regulation S........................................................<br />
Retail Investors...................................................<br />
RSE......................................................................<br />
RSE Corporate Governance Code....................<br />
Sale Shares..........................................................<br />
Selling Shareholder............................................<br />
Directive 2003/71/EC of the European Parliament and of the<br />
Council of the European Union of 4 November 2003, on the<br />
prospectus to be published when securities are offered to the<br />
public or admitted to trading and amending Directive<br />
2001/34/EC and any relevant implementing measures, as<br />
amended<br />
Commission Regulation (EC) no 809/2004 of 29 April 2004<br />
implementing Directive 2003/71/EC of the European<br />
Parliament and of the Council as regards information<br />
contained in prospectuses as well as the format, incorporation<br />
by reference and publication of such prospectuses and<br />
dissemination of advertisements, as amended<br />
Regulation S promulgated under the US Securities Act<br />
governing offers and sales made outside the United States<br />
without registration under the<br />
Individuals and corporate entities (legal persons) and noncorporate<br />
entities other than individuals, not being the<br />
Institutional Investors, who intend to purchase Offer Shares<br />
in the Offering<br />
The Riga <strong>Stock</strong> Exchange (NASDAQ OMX Riga), a regulated<br />
market in Latvia<br />
The Corporate Governance Principles and Recommendations<br />
on their Implementation issued by NASDQ OMX Riga<br />
Up to 6,279,000 bearer shares offered by the Selling<br />
Shareholder<br />
Limited partnership Otrais Eko Fonds, corporate code:<br />
40003837498, with registered office at Darza iela 2, Riga,<br />
LV-1007, Latvia<br />
Settlement Date .................................................. On or about 12 July 2012 – the date of the settlement of the<br />
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Offering<br />
SFRS................................................................<br />
Shares................................................................<br />
SLI .......................................................................<br />
Latvian State Fire and Rescue Service<br />
Any shares of the Issuer with a nominal value of 1.00 LVL<br />
each issued and outstanding at any time<br />
Latvian State Labour Inspection<br />
Subscription Periods ..........................................<br />
The periods in which Investors may place orders to subscribe<br />
for or purchase the Offer Shares<br />
Takeover Directive.............................................. Directive 2004/25/EC of the European Parliament and of the<br />
Council of 21 April 2004, on takeover bids, as amended<br />
Trading in Financial Instruments Act..............<br />
Tukuma Ainava..................................................<br />
The Polish Act of 29 July 2005, on Trading in Financial<br />
Instruments, as amended<br />
Limited Liability <strong>Company</strong> Tukuma Ainava, corporate code:<br />
40003429641, with registered office at Dienvidu iela 2,<br />
Tukums, Tukums District, LV-3101, Latvia; until 19 April<br />
2012 – 100% shareholder of Kurzemes Ainava; on 19 April<br />
2012 reorganised and incorporated into Kurzemes Ainava<br />
US Securities Act................................................. The United States Securities Act of 1933, as amended<br />
USD, US$, US Dollars ........................................<br />
US dollar, the lawful currency of the United States of<br />
America<br />
Vaania ................................................................ Limited Liability <strong>Company</strong> Vaania, corporate code:<br />
40003630534, with registered office at Rudolfa Blaumana<br />
iela 10, Sigulda, Sigulda District, LV-2150, Latvia<br />
Waste Management Law ................................ Waste Management Law of the Republic of Latvia, dated 28<br />
October 2010, as amended<br />
WEEE ................................................................<br />
Waste Electrical and Electronic Equipment<br />
WSE.....................................................................<br />
The WSE (Giełda Papierów Wartościowych w Warszawie<br />
S.A.), a regulated market in Poland<br />
WSE Corporate Governance Code ................... Code of Best Practices for WSE Listed Companies<br />
WTO ................................................................<br />
The World Trade Organization<br />
A-6
THE ISSUER<br />
<strong>Joint</strong> <strong>Stock</strong> <strong>Company</strong> <strong>Eco</strong> <strong>Baltia</strong><br />
Darza iela 2<br />
Riga LV-1007<br />
Latvia<br />
THE SELLING SHAREHOLDER<br />
Limited partnership Otrais Eko Fonds<br />
Darza iela 2<br />
Riga LV-1007<br />
Latvia<br />
THE FINANCIAL ADVISOR<br />
BIC Securities SIA<br />
16 Z.A. Meierovica Blvd<br />
Riga LV-1050<br />
Latvia<br />
THE CAPITAL ADVISOR<br />
Bank Zachodni <strong>WBK</strong> S.A.<br />
Rynek 9/11<br />
50-950 Wrocław<br />
Poland<br />
<strong>SA</strong>LES AGENT<br />
AS SEB Enskilda<br />
Alberta 13<br />
Riga LV1010<br />
Latvia<br />
THE GLOBAL<br />
COORDINATOR AND THE<br />
OFFERING BROKER<br />
<strong>Dom</strong> <strong>Maklerski</strong> <strong>BZ</strong> <strong>WBK</strong> S.A.<br />
Plac Wolności 15<br />
60-967 Poznań<br />
Poland<br />
As to Polish law:<br />
Baker & McKenzie<br />
Krzyżowski i Wspólnicy<br />
Rondo ONZ 1<br />
00-124 Warsaw<br />
Poland<br />
LEGAL ADVISERS TO THE ISSUER<br />
As to Latvian law:<br />
Tark Grunte Sutkiene<br />
Brivibas 43 (2nd floor)<br />
Riga LV-1010<br />
Latvia<br />
AUDITOR<br />
Deloitte Audits Latvia<br />
Gredu iela 4a<br />
Riga LV-1019<br />
Latvia