In accordance with Article 65(1) of the Republic of Lithuania Law on Companies, we hereby notify of the terms of the reorganisation of the special closed-end real estate investment company INVL Baltic Real Estate (hereinafter – INVL Baltic Real Estate), code: 152105644, registered office address: Vilnius, Gynėjų g. 14 and the joint stock company RE 1 (hereinafter – AB RE 1), code: 152105644, registered office address: Vilnius, Gynėjų g. 14, on the basis of which AB RE 1 is merged with INVL Baltic Real Estate, that is continuing operations and which owns 100% of the shares of AB RE 1 (the provisions of Article 70 of the Republic of Lithuania Law on Companies are applied to the merger).
The reorganisation period will continue until a new version of the Articles of Association of INVL Baltic Real Estate, which will operate after the reorganisation, is registered in the Register of Legal Entities and the AB RE 1 will be deregistered from the Register of Legal Entities.
INVL Baltic Real Estate will take over all the assets, rights, and obligations of AB RE 1, all of the rights and obligations of AB RE 1 by transaction will be transferred to INVL Baltic Real Estate, AB RE 1’s transactions will be included in the financial accounting of INVL Baltic Real Estate at the end of the day of the deregistration of AB RE 1 from the Register of Legal Entities, without signing acts of acceptance and transfer confirming this.
It should be noted that the number of votes held by the shareholders of INVL Baltic Real Estate, when calculating the quorum of the general meeting of shareholders, the number of shares, their nominal value and the share in the total capital will not change after the reorganization.
The Terms of Reorganisation, the new version of the Articles of Association of INVL Baltic Real Estate, and other documents and information provided for in the reorganisation terms and legal acts, can be accessed in Vilnius at Gynėjų g. 14 or on the website of INVL Baltic Real Estate https://bre.invl.com/en/. Additional information is provided by phone, 8 620 28684, and email: vytautas.baksinskas@invl.com
On the basis of Article 66(2) of the Republic of Lithuania Law on Companies, creditors of the companies may submit their claims from the first day of publication of the terms of reorganisation until the general meeting of shareholders the agenda whereof provides for the adoption of a decision on reorganisation of the relevant company.
Additional information:
The real estate investment company INVL Baltic Real Estate has drawn up the reorganization terms for the merger into itself of RE 1, a company that owns part of the premises at Vilniaus Street 37 in the Old Town of the Lithuanian capital.
The reorganization terms envisage that RE 1, on being merged into INVL Baltic Real Estate, will cease operations without a liquidation procedure, and that all its rights and obligations will transfer to the real estate investment company.
“After the reorganization, INVL Baltic Real Estate will directly own all the real estate at Vilniaus Street 37. We expect to complete the reorganization process itself by the end of the year,” says Vytautas Bakšinskas, the real estate fund manager at INVL Asset Management, which manages INVL Baltic Real Estate.
In June 2022, INVL Baltic Real Estate acquired 100% of the shares of the company RE 1, which owns a 257 sq. m. non-residential space (café) at Vilniaus Street 37 in Vilnius. After the transaction, INVL Baltic Real Estate became the sole owner of this distinctive building in the Vilnius Old Town, and its holdings at Vilniaus Street 37 increased to 1,990 sq. m.
The shareholders of the real estate investment company approved INVL Baltic Real Estate’s participation in the reorganization and preparation of reorganization terms on 23 August this year.
Following reconstruction of the building at Vilniaus Street 37, the company plans to offer the market about 2,200 sq. m. of leasable space: premium offices on the building’s second and third floors and commercial premises on the first floor.
About INVL Baltic Real Estate
INVL Baltic Real Estate owns real estate in Vilnius and Riga: office buildings in the Old Town of the Lithuanian capital on Vilniaus Street and in Šiaurės Miestelis, and the 55-ha Dommo Logistics and Industrial Park by the juncture of highway A8 and the A5 Riga bypass road. The company’s properties had occupancies of 92% to 100% at the end of June 2022.
INVL Baltic Real Estate’s current property holdings have a total area of 28,000 sq. m. and a value of EUR 33.8 million.
Since its launch as a collective investment undertaking (on 22 December 2016), INVL Baltic Real Estate has been one of the Baltic real estate funds open to retail investors with the highest stable returns. The fund operates as a closed-end investment company. The company is managed by INVL, the leading investment management and life insurance group in the Baltic region. INVL Baltic Real Estate will operate as a closed-end investment company until 2046, with extension possible for a further 20 years.
The person authorized to provide additional information:
Real Estate Fund Manager of Management Company
Vytautas Bakšinskas
E-mail vytautas.baksinskas@invl.com
Terms of reorganisation_lithuanian only.pdf
Attachment No. 1_INVL Baltic Real Estate meeting minutes_lithuanian only.pdf
Attachment No. 2_AB RE 1 decision of sole shareholder_lithuanian only.pdf
Attachment No. 3_INVL Baltic Real Estate new wording of Articles of Association.pdf
