ADDING WATCH NOTATION TO Q VARA BOND


Based on the clause 3.5 of the chapter Supervision of the Rules and
Regulations of Tallinn Stock Exchange (hereinafter: TSE), TSE has right to 
add a watch notation to a security and to the trading information displayed 
on the Web site to draw the market participants' attention to significant 
circumstances related to a security or an issuer. 

In connection with the various activities of AS Q Vara (hereinafter: Q Vara)
that have changed the collateral of their bonds (the only guarantee of the bond
issue that has remained is the surety of its parent company SLProductions OÜ),
TSE submitted an inquiry to Q Vara for the collateral agreement that was
concluded with Sampo Pank as the agent during the bond issue and for the
agreement and all other documents that express the transfer of the shares of Q
Vara that belonged to its parent company SLProductions OÜ to the securities
account of AS Gild Fund Management. 

Whereas, it appeared from one of the received agreements that the transfer of
certain assets would take place based on "separate agreements" with AS Gild
Fund Management, TSE submitted an additional inquiry to Q Vara on October 26,
2008 with the request to file also those agreements. According to the
representative of Q Vara, Alo Lillepea, the agreements still had certain
forming deficiencies due to which they were not signed yet but he ensured that
the agreements will be signed within ten days and immediately submitted to TSE.
Despite of repeated requests, Q Vara has not submitted those agreements to TSE.
Thus, Q Vara has repeatedly breached the requirements of the Rules and
Regulations to file required information and documents to TSE. 

According to currently submitted agreement, TSE has reason to believe that one
of the investors' has advantages over the others but since Q Vara has not filed
the agreements despite of repeated requests, TSE does not have possibility to
make grounded conclusions. TSE has also submitted its observation remarks to
the Financial Authority. 

In addition, long term overdues and recurring renegations by Q Vara have given
TSE a reason to assume that the current situation may be implying that the
issuer is having a continuous solvency problem - a circumstance that the
investors should unquestionably be informed of. Failing to respond to TSE's
inquiry from November 19, 2008 and issued precept to publish a relevant
announcement, and also the following reminders - the issuer has infringed the
Rules and Regulations to publish announcement about material news. 

According to Supervision article 3.5.4.4. TSE has the right to add a watch
notation to the issuer if the issuer or its actions continuously or to a
significant extent fail to comply with TSE Rules; if the issuer's circumstances
can according to Supervision article 3.5.4.7 in any other way significantly
damage the interests of the investors; and according to Supervision article
3.5.4.2. if the issuer is having continuous solvency problems. 

By TSE's estimations a change in the company's guarantees, certain transactions
with the parent company's assets and liabilities and other actions affecting
the existence and structure of abovementioned assets may impact the company's
assets, liabilities and future perspectives and therefore damaging of
investors' interests cannot be ruled out, especially taking into account that
significant shortcomings have occurred while disclosing and publishing relevant
information. In addition TSE refers to issuer's long term failure to fulfil
their financial obligations and related pledges and failure to disclose
relevant information that may imply at issuer's continuous solvency problems. 

Supervision article 3.5.5 determines that a watch notation is added to an
issuer by the Management Board of TSE according to Supervision article 3.5.4.4
and by the Managing Director on all other abovementioned grounds. For
optimality the adding of the watch notation by a single institution (Management
Board) in the occurrence of different grounds is justified. 

Following Supervision articles 3.5.1, 3.5.4.2., 3.5.4.4., 3.5.4.7 and 3.5.5,
the management board of TSE added the watch notation to AS Q Vara bonds as of
December 4, 2008 on the grounds stipulated in Supervision articles 3.5.4.2,
3.5.4.4. and 3.5.4.7. 


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