Market announcement

Title

Separation of a minority holding in a subsidiary by way of demerge from AS Merko Ehitus group (AS Merko Tartu)

Message

Tallinn, Estonia, 2015-05-20 16:10 CEST (GLOBE NEWSWIRE) --




The shareholders of the AS Merko Ehitus Eesti, part of AS Merko Ehitus group,
subsidiary AS Merko Tartu, decided on 19 May 2015 to approve a notarized
division plan signed on 14 May 2015, under which the division of AS Merko Tartu
will be accomplished by way of demerge. In the course of the division, AS Merko
Tartu will transfer EUR 999 thousand in net assets to the acquiring company OÜ
Ignatsi (foundation in progress). 

The principal area of activity of the AS Merko Tartu is general contracting of
construction in the southern part of Estonia, and real estate development in
Tartu county and city, where the company owns various immovable properties with
development potential. Following the separation of the minority holding in AS
Merko Tartu by way of demerge, the principal area of activity of the company
will be changed to only real estate development. The purpose of the division of
AS Merko Tartu is re-arranging the structure of the group companies and
ownership relations with AS Merko Tartu minority shareholder. 

Prior to the division, AS Merko Tartu is owned by AS Merko Ehitus Eesti and
Margus Kull respectively 66% and 34%. As a result of the division, the 4,000
no-par-value shares of AS Merko Tartu held by Margus Kull will be cancelled and
the share capital of AS Merko Tartu will accordingly be reduced by EUR 27
thousand under simplified procedure to EUR 53 thousand. After the reduction of
the share capital of AS Merko Tartu, the share capital of AS Merko Tartu will
be EUR 53 thousand and the sole shareholder of AS Merko Tartu will be AS Merko
Ehitus Eesti. 

AS Merko Tartu shareholder Margus Kull will become the sole shareholder of OÜ
Ignatsi and will receive, in exchange for the 4,000 no-par-value shares of AS
Merko Tartu, a share in OÜ Ignatsi with a par value of EUR 2.5 thousand. AS
Merko Tartu shareholder AS Merko Ehitus Eesti will not acquire a holding in OÜ
Ignatsi as a result of the demerge. 

AS Merko Tartu is not a significant subsidiary of AS Merko Ehitus group in
terms of NASDAQ Tallinn Stock Exchange rules. 

The division of AS Merko Tartu has no effect on the everyday business
operations of the company or performance of obligations to customers and
apartment buyers. 

The transaction is not be treated as a significant transfer for the purposes of
the “Requirements for Issuers” section of the NASDAQ Tallinn Stock Exchange
rules, but it is to be considered a transaction with a related party – Margus
Kull as one of the shareholders of AS Merko Tartu. As a result of the division
of AS Merko Tartu, the transaction will have an estimated EUR 24 thousand
influence on the consolidated profit of AS Merko Ehitus group, a decreasing
influence on assets of EUR 987 thousand and an increasing influence on
liabilities of EUR 39 thousand. 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. 



Additional information: AS Merko Tartu, Chairman of the Supervisory Board, Mr.
Tiit Roben, phone: +372 680 5105. 



Merit Kullasepp
Communication and Marketing Manager
AS Merko Ehitus
Phone: +372 650 1250
E-mail: [email protected]



AS Merko Ehitus (group.merko.ee) consists of Estonia’s leading construction
company AS Merko Ehitus Eesti, the Latvian-market-oriented SIA Merks, UAB Merko
Statyba that is operating on the Lithuanian market and the real estate
development business unit along with real estate holding companies. As at the
end of the year 2014, the group employed 765 people and the company’s revenue
for 2014 was EUR 252.3 million