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17.10.2008 09:04:20
Pealkiri
Sale of share in BCA Center OÜ
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A subsidiary of AS Kalev, AS Kalev Real Estate Company (hereinafter Kalev REC), concluded a share sale agreement by which sold its share in OÜ BCA Center. OÜ BCA Center performs renovating and administering services of five schoolhouses in Tallinn within the Project of Private Partnership of Tallinn's Schools (Tallinna Koolide Erapartnerluse Projekt) pursuant to building title and lease agreements concluded with the city government. As of today the city government has received three renovated schoolhouses, two school-houses will be handed over to the city government in November, 2008. Kalev REC sold its holding of nominal value of 60 000 kroons, which forms 100% of OÜ BCA Center share capital. The purpose of the sale is to reduce interest carrying liabilities of AS Kalev group, based on the demands of banks financing AS Kalev group dairy-companies. There will be no changes in day-to-day activities of OÜ BCA Center, the same team as until today continues to fulfil agreements concluded with the city government. Ott Karolin and Peeter Lillestik will belong to the management also after the sales-transaction. Pursuant to the sales-agreement, Kalev REC has the right to re-purchase the share during one year period after the transfer of the ownership. The object of re-purchase agreement is a share of OÜ BCA Center, which forms 100% of the company's share capital and voting rights. Until the end of the term of re-purchase right the acquirer is obligated to concur with Kalev REC all transactions regarding the transfer or encumbering of the share, amending of OÜ BCA Center share capital, changing the Articles of Association or management bodies and transfer or encumbering of substantial assets of the company. The acquirer undertook to pay Kalev REC 70 000 000 kroons (4 473 815 euros), which by today is paid in full amount. The transaction is not deemed as transaction with related party within the meaning of rules and regulations of Tallinn Stock Exchange. Kalev REC and AS Kalev supervisory board or management board members are not in any other way personally interested in the transaction. There have been no substantial changes in business activities after the end of last financial year. Loans taken by the sold company as of 15.10.2008: lender AS Hansapank, amount 372 174 813 kroons (23 786 306 euros). The structure and list of shareholders of the sold company: AS Kalev Real Estate Company, nominal value of the share 60 000 kroons, 100% holding, 600 votes. There are no active court or arbitration procedures in regard of the sold company, which could substantially influence business activities of the company. Project management agreement is in force between the sold company and Kalev REC. Allan Viirma Head of legal services AS Kalev 688 6616