Tallinn, Estonia, 2014-01-15 15:45 CET (GLOBE NEWSWIRE) --
AS Merko Ehitus has decided to make changes in the structure of the group companies in 2014 for the purpose of more effective management and saving on administrative costs. As part of the activity plan, holdings in non-significant subsidiaries will be reviewed and possible mergers or disposals of companies will be decided. The activity plan will not affect the significant subsidiaries, nor will they have a significant effect on the group’s financial results. The first changes are in progress and the activity plan will continue to be implemented during the year.
AS Merko Ehitus has initiated a process to merge real estate development companies in which it has a 100% holding – OÜ Woody, OÜ Metsailu and OÜ Käibevara – specifically for the purpose of reducing the administrative costs of managing the companies. The acquiring company will be OÜ Metsailu. The companies being acquired will be merged into OÜ Metsailu and as a result of the merger the companies being acquired will wind up without liquidation proceedings and OÜ Metsailu will become the legal successor of the companies being acquired. As a result of the merger, AS Merko Ehitus will remain the sole shareholder in OÜ Metsailu, the acquiring company. The final merger entry will be made in the Commercial Register during the first half of 2014. The said transaction will have no impact on the consolidated profit or assets and liabilities of the AS Merko Ehitus group.
In addition, a subsidiary of AS Merko Ehitus group, AS Merko Ehitus Eesti, signed an agreement on 15 January 2014 for the transfer of its entire 80% holding in the subsidiary Gustaf Tallinn OÜ to current co-shareholder and member of the management board Tiit Pomerants. The share capital of Gustaf Tallinn OÜ is EUR 23,967 of which the holding of AS Merko Ehitus Eesti with a nominal value of EUR 19,174 comprises 80% and the holding of Tiit Pomerants with a nominal value of EUR 4,793 made up 20%. The holding was transferred with the purpose of re-arranging the structure of the group companies and reducing holdings in non-significant subsidiaries. The principal area of activity of the construction company Gustaf Tallinn OÜ is construction and finishing work and the company offers prime contractor service for smaller renovations and repair jobs, which are not one of the strategically significant principal areas of activity of the AS Merko Ehitus group.
On 15 January 2014, the buyer will pay the seller a sum of EUR 20,000. The final sales price will be calculated in accordance with the audited 2013 annual report of Gustaf Tallinn OÜ on the basis of the share of equity held by AS Merko Ehitus Eesti, adjusted by dividend payment of EUR 960,000 paid to the seller before transfer of the share as well as by the income tax expense of EUR 255,190 related to the paid dividend. AS Merko Ehitus Group considers the additional influence of adjustments of sales price to be immaterial. The buyer is obliged to pay the adjusted part of the sales price to the seller’s bank account by 1 May 2014.
The transaction is not be treated as a significant transfer for the purposes of the “Requirements for Issuers” section of the NASDAQ OMX Tallinn Stock Market rules, but it is to be considered a transaction with a related party – Tiit Pomerants as the member of the management board and one of the shareholders of Gustaf Tallinn OÜ. As a result of the share disposal and future non-consolidation of Gustaf Tallinn OÜ line by line, the transaction will have an estimated EUR 0 influence on the consolidated profit of AS Merko Ehitus group, a decreasing influence on assets and liabilities of approximately EUR 892,000 and EUR 831,000 respectively. AS Merko Ehitus confirms that neither AS Merko Ehitus Eesti nor AS Merko Ehitus’s management board and supervisory board members are in any way personally interested in the transaction.
AS Merko Ehitus ( www.merko.ee ) consists of Estonia’s leading construction company AS Merko Ehitus Eesti, the Latvian-market-oriented SIA Merks, the Lithuanian company UAB MerkoStatyba and the real estate development business unit along with real estate holding companies. As of the end of 2012, the group employed 915 and the company’s 2012 revenue was EUR 249.1 million.
Andres Trink Chairman of the Management Board, AS Merko Ehitus Tel: +372 6 501 250 E-mail: andres.trink@merko.ee
