Tallinn, Estonia, 2014-11-27 15:00 CET (GLOBE NEWSWIRE) --
MANAGEMENT REPORT
General information
The company was formed after the demerger from AS Järvevana, as a result of which the complete set of assets related to the business activities of the construction company was separated and transferred to AS Merko Ehitus, including all concluded construction contracts, subcontracts and supply contracts, machinery, equipment and employees, all professional know-how and cash flows from uninterrupted, continuous economic activities, except for liabilities arising from the criminal case no. 05913000055, including compensations for damage, penalties and other payables, legal expenses and liquid assets to cover potential liabilities arising from the criminal proceedings in the amount of EUR 16.0 million. The company does not have normal economic activity, and its sole purpose of activity has been to protect the interests of the company and its shareholders in criminal case of the land exchange that culminated on 30 June 2014 with a criminal conviction by the Supreme Court. Järvevana AS has decided to turn to the European Court of Human Rights because a number of provisions of the European Convention for the Protection of Human Rights and Fundamental Freedom, and the fundamental rights established with the judgments of the European Court of Human Rights (ECtHR) mandatory for Estonia have been violated against Järvevana AS, who continues to be convinced in its innocence. An appeal that shall be submitted by 30.12.2014 is being currently prepared.
As at 30 September 2014, one person was employed by AS Järvevana, its Director Toomas Annus. The company’s activities do not have a seasonal or cyclical nature.
On 18 August 2014, Riverito AS, in accordance with the Rules of takeover bids and other regulations of the Republic of Estonia, made an offer on acquiring all Järvevana AS's shares, which are not already owned by Riverito AS https://newsclient.omxgroup.com/cdsPublic/viewDisclosure.action?disclosureId=620705&messageId=769829.
On 16 September 2014, Riverito AS made an announcement on the results of voluntary exchange and also informed the minority shareholders of the additional sales law with the price of takeover bids on the basis of § 182-2 ("Sell-out right") of the Securities Market Act ("SMA") https://newsclient.omxgroup.com/cdsPublic/view
Disclosure.action?disclosureId=624656&messageId=775028.
On 25 September 2014, at the request of Riverito AS, the management board of Järvevana AS called an extraordinary general meeting on 30 October 2014 for a decision on the acquisition of shares belonging to minority shareholders https://newsclient.omxgroup.com/cdsPublic/viewDisclosure.action?disclosureId=625641&
messageId=776325.
The extraordinary general meeting held on 30 October 2014 decided to approve the acquisition by Riverito AS of Järvevana AS's shares belonging to the rest of the shareholders in accordance with § 182-1 of the Securities Market Act for the compensation in the amount of 0.84 EUR per share (provided that the share is not encumbered by pledge or other rights of third parties). https://newsclient.omxgroup.com/cdsPublic/viewDisclosure.action?
disclosureId=630447&messageId=782439.
As the extraordinary general meeting approved the takeover, according to § 182-2 of the SMA, the Sell-out right ended on 30 October 2014, and Riverito AS gains the shares from the minority shareholders during the transposition process, which estimated completion date is 5 December 2014.
Share and shareholders
The main shareholders of AS Järvevana as at 30.09.2014
| Number of shares | % of shares | |
| AS Riverito | 17,259,586 | 97.51% |
| Minor shareholders | 440,414 | 2.49% |
From 15 September 2009, the shares of AS Järvevana are included in the secondary list of NASDAQ OMX Tallinn Stock Exchange. During the demerger of AS Merko Ehitus, the company’s business name was changed to AS Järvevana and from 4 August 2008, the shares of AS Järvevana are traded under the symbol of JRV1T. In 2014 9 months, 458 transactions were performed with the shares of AS Järvevana in the course of which 1,073,145 shares were traded and the total monetary value of transactions was EUR 788,655. The lowest transaction price was EUR 0.60 and the highest transaction price was EUR 0.84 per share. The closing price of the shares as at 30.09.2014 was EUR 0.82.
Structure of shareholders as at 30.09.2014
| Number of shares | Number of shareholders | % of shareholders | Number of shares | % of shares |
| 1-100 | 216 | 45.86% | 9,832 | 0.05% |
| 101-1,000 | 185 | 39.28% | 75,813 | 0.43% |
| 1,001-10,000 | 63 | 13.38% | 160,525 | 0.91% |
| 10,001 – 100,000 | 6 | 1.27% | 194,244 | 1.10% |
| 100,001 – 1,000,000 | 0 | 0.00% | 0 | 0.00% |
| 1,000,001 - … | 1 | 0.21% | 17,259,586 | 97.51% |
| Total | 471 | 100% | 17,700,000 | 100% |
STATEMENT OF COMPREHENSIVE INCOME
in thousand euros, unaudited
|
2014 9 months |
2013 9 months |
|
| General and administrative expenses | (139) | (159) |
| Other operating income | 134 | - |
| Operating profit (loss) | (5) | (159) |
| Finance income and costs | 95 | 115 |
| incl. interest income | 95 | 115 |
| Net profit (loss) for the period | 90 | (44) |
| Comprehensive profit (loss) for the period | 90 | (44) |
| Earnings per share (basic and diluted, in EUR) | 0.01 | (0.00) |
STATEMENT OF COMPREHENSIVE INCOME
in thousand euros, unaudited
|
2014 III quarter |
2013 III quarter |
|
| General and administrative expenses | (56) | (54) |
| Other operating income | 12 | - |
| Operating profit (loss) | (44) | (54) |
| Finance income and costs | 32 | 35 |
| incl. interest income | 32 | 35 |
| Net profit (loss) for the period | (12) | (19) |
| Comprehensive profit (loss) for the period | (12) | (19) |
| Earnings per share (basic and diluted, in EUR) | (0.00) | (0.00) |
STATEMENT OF FINANCIAL POSITION
in thousand euros, unaudited
| 30.09.2014 | 31.12.2013 | |
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | 2,661 | 2,392 |
| Trade and other receivables | 12,213 | 13,490 |
| Total current assets | 14,874 | 15,882 |
| Non-current assets | ||
| Property, plant and equipment | 0 | 14 |
| Total non-current assets | 0 | 14 |
| TOTAL ASSETS | 14,874 | 15,896 |
| LIABILITIES AND EQUITY | ||
| Current liabilities | ||
| Trade and other payables | 27 | 21 |
| Short-term provisions | 0 | 1,118 |
| Total current liabilities | 27 | 1,139 |
| Total liabilities | 27 | 1,139 |
| Equity | ||
| Share capital | 12,000 | 12,000 |
| Statutory reserve capital | 1,200 | 1,200 |
| Retained earnings | 1,647 | 1,557 |
| Total equity | 14,847 | 14,757 |
| TOTAL LIABILITIES AND EQUITY | 14,874 | 15,896 |
Toomas Annus
Member of Management Board
+372 6 805 400
toomas.annus@merko.ee
