Järvevana
2014 9 months and III quarter unaudited interim report
DGAP-News: Järvevana 27.11.2014 / 15:00 --------------------------------------------------------------------- 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=620 705&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=625 641& 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 % of Number of % of shareholders shareholders shares 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 - 0 0.00% 0 0.00% 1,000,000 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 2013 9 months 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 2013 III quarter 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 News Source: NASDAQ OMX --------------------------------------------------------------------- 27.11.2014 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: Järvevana Estonia ISIN: EE3100003559 End of News DGAP News-Service --------------------------------------------------------------------- 300245 27.11.2014
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