Pre-agreement for the development of shopping centre in Ukraine


Arco Investeeringute AS, a subsidiary of Arco Vara AS signed a pre-agreement to
acquire a 50% stake in a shopping centre development project in Simferopol in
Ukraine. According to the agreement Arco must make a down payment for the stake
in amount of 85,6 mEEK (5,5 mEUR; $8,0 mUSD) and in addition plans to provide
subordinated debt in the amount of 235,8 mEEK (15,1 mEUR; $22,0 mUSD) alone or
with financial investors. 

The final purchase price of the stake depends on the results of legal and
financial due diligence. Until the final share purchase agreement is not signed
the down payment is secured by a guarantee of AS Ühendatud Kapital. The share
purchase agreement should be signed by 30.09.2008 the latest. The seller of the
shares is a subsidiary of the holding company Expert Capital S.A., registered
in Luxemburg. 

The project is located on 9,1 Ha of land and is developed in two stages. The
construction of first stage is already underway and includes 14 500 m2
hypermarket. The second phase involves 38 700 m2 shopping mall. The total size
of the project is 53 000 m2 and estimated capex 921,7 mEEK (59,0 mEUR; $86,1
mUSD). First phase should be ready already in this summer and second stage in
autumn 2009. Senior loan for the project has been already approved by the board
of directors of EBRD. 

“Expansion in foreign markets is Arco's priority. Entering Ukraine market
together with well recognised, experienced and established shopping centre
developer mitigates risks involved in the project . The catchment area of the
centre is 0,5 million people and the city has no contemporary shopping centres.
About 5 million tourists visit the city annually. Arco is considering
investments to similar projects also in the future. However, we have to keep in
mind group liquidity reserves in order to control refinancing risks and to
secure long-term investment capabilities”, says Arco's CEO Mr. Aare Tammemäe. 

“Expert Capital is one of the biggest real estate developers in the Ukraine. We
are interested to involve partners in our projects to share risks and
capitalize on partners' experience. Arco Vara is an established real estate
developer in CEE, having 15 years of experience in the region. I believe such
knowledge is of great value for our joint project.”, commented CEO of Expert
Capital Management Mr. Raul Parusk.. 

Arco Vara is a leading real estate developer in the Baltics, undergoing a CEE
expansion with  presence established in Ukraine, Bulgaria and Romania. The
operations involve real estate  development, brokerage, construction and
investment management arm. The company has offices in 30 cities and has in
total 649 employees. According to 9 months results 2007 consolidated revenues
were 687 mln kroons (44 mln euros), net profit 264 mln kroons (17 mln euros)
and assets 3 536 mln kroons (226 mln euros). Arco Vara is listed on Tallinn
Stock Exchange. 

Expert Capital S.A. is a holding company registered in Luxemburg. The core
operations of the company involve real estate development in the Ukraine and
Estonia and the hypermarkets operator in the Ukraine. At the end of last year
the company opened 3 new hypermarkets in Kiev, Krivoj Rog and Zaporozhje. 

According to 9 months 2007 results Expert Capital S.A. reported a 297,3 mEEK
(19,0 mEUR) net profit and had total assets of 5 382,4 mEEK (344,0 mEUR). The
group has over 2 000 employees. AS Ühendatud Kapital is a subsidiary of Expert
Capital S.A. and was the owner and manager of Rocca Al Mare shopping centre,
Ehitusservice and Maksimarket buildings on Peterburi road and also a co-owner
of Sikupilli shopping centre, all located in Tallinn, Estonia. 

Additional information:
Heigo Metsoja
IRO
+372 6144 654
heigo.metsoja@arcovara.ee
http://www.arcorealestate.com

or

Lauri Reinberg
CFO
Expert Capital Management 
+372 666 5940
Lauri.Reinberg@expertcapital.eu