OREANDA-NEWS. May 21, 2015. 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 O? 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 O? Ignatsi and will receive, in exchange for the 4,000 no-par-value shares of AS Merko Tartu, a share in O? Ignatsi with a par value of EUR 2.5 thousand. AS Merko Tartu shareholder AS Merko Ehitus Eesti will not acquire a holding in O? 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.