As a result of the division, all current operational assets and activities of AS Viisnurk will be transferred to a new company formed in the course of the division (New Viisnurk), while the Niidu Area (and liabilities associated with it) will remain in the ownership of current AS Viisnurk (Niidu Area will be owned through a 100% subsidiary of AS Viisnurk, OÜ VN Niidu Kinnisvara). All other properties as well as all current operational assets and activities of the furniture and building materials divisions will be transferred into the ownership of the New Viisnurk, including the property development project currently owned by AS Viisnurk alongside Pärnu river (located at Rääma 31, Pärnu). Following the division, New Viisnurk is named AS Viisnurk while the current AS Viisnurk will be renamed to AS Trigon Property Development.
The division will be carried out with an exchange rate of one to one (1:1) i.e. each shareholder in AS Viisnurk will receive an identical number of shares in New Viisnurk. The share capital of AS Viisnurk will remain the same as it is today i.e. EEK 44,990,610 consisting of 4,499,061 shares with a nominal value of EEK 10 per share. Similarly, the share capital of New Viisnurk will be EEK 44,990,610 consisting of 4,499,061 shares with a nominal value of EEK 10 per share. The share capital of New Viisnurk shall be paid in with assets transferred from AS Viisnurk in the course of the division. The list of shareholders eligible for additional shares in New Viisnurk will be fixed on the date to be determined by the upcoming shareholders' meeting.
According to the plans of current majority shareholder of AS Viisnurk and of its management, New Viisnurk will immediately apply for a listing on Tallinn Stock Exchange, seeking for a listing to become effective as soon as possible after the division is registered. The details for the listing procedure are currently being clarified with Tallinn Stock Exchange and will be announced shortly.
Division Rationale and Future Plans
The rationale for the division is to create shareholder value by separating the large property owned by current AS Viisnurk through creating a listed property development company, AS Trigon Property Development. It is currently the intention of the management that AS Trigon Property Development will be entering into a property development management agreement with AS Trigon Property Advisors (under establishment), who will be providing the resources and know-how for property development. AS Trigon Property Development will be expanding its property development portfolio by, firstly, adding new property development projects in the CEE region into its ownership, which have already been identified and are currently managed by AS Trigon Capital property development division. Such additions will be carried out on the basis of independent valuations to be publicly announced. None of the property development projects currently evaluated by AS Trigon Property Development have exposure to the Baltic residential market clientele. Secondly, AS Trigon Property Development intends to carry out a significant international capital raising for funding the capital needs of the expansion, for which it is currently in talks with interested investors. Further information on the property development activities and the members of the Management Board who will run AS Trigon Property Development will be announced within due course. Ülo Adamson, Joakim Helenius and Gleb Ognyannikov will continue as the members of the Supervisory Board of the current AS Viisnurk to become AS Trigon Property Development.
All current operating activities of AS Viisnurk will be transferred to New Viisnurk, where the company will continue its furniture retailing, furniture production and building materials production activities. New Viisnurk will continue in accordance with the business strategy and operational plans announced for the divisions earlier, including completing all announced investments and continuing the planned expansions. Andres Kivistik (Chairman), Erik Piile and Einar Pähkel will take the positions as members of the Management Board of New Viinurk. Ülo Adamson, Joakim Helenius and Gleb Ognyannikov will be named as members of the Supervisory Board.
Effects on Financial Statements
After completion of the division, New Viisnurk will retain the full assets and liabilities of AS Viisnurk, with the following exceptions:
1.Niidu Area (currently recorded in the balance sheet at EEK 7,391,839 of book value);
2.Cash of EEK 800,000 (to remain with the property development company);
3.Liabilities towards Estonian State in the total amount of EEK 3,252,903 (consisting of long-term payment for the land to the Estonian state and short-term accrued land-taxes).
The post-division balance sheet of current AS Viisnurk will consist of:
1.Niidu Area (with the latest market value of EEK 110,130,000 in accordance with the December 2006 valuation by Uus-Maa published in the 2006 annual report);
2.Cash of EEK 800,000;
3.Liabilities towards Estonian State in the total amount of EEK 3,252,903.
As additional information, the notarised division plan is available on the website of Tallinn Stock Exchange.
For additional information, please contact the following Supervisory Board members:
Ülo Adamson
Tel. +372 6679 200
Mob. +372 51 39 424
Joakim Helenius
tel. +372 6679 200
Mob. +372 50 91 282