According to Paragraph 1 of Article 65 of the Law on Companies of the Republic of Lithuania, INVL Baltic Real Estate announces about drawn – up reorganization terms of the public joint – stock company Invaldos Nekilnojamojo Turto Fondas and the public joint – stock company INVL Baltic Real Estate.
The terms have been prepared by the Board of the company following the resolution of the General Shareholders Meeting held on 30 April 2015.
Key data on the Company Participating in the Reorganization, continuing its activity:
– Name of the Company before completion of the reorganization: the public joint-stock company Invaldos Nekilnojamojo Turto Fondas;
– Name of the Company after the completion of the reorganization: the public joint-stock company INVL Baltic Real Estate;
– Legal form: the public joint-stock company;
– Company code: 152105644;
– Registered address before completion of the reorganization: A. Juozapavičiaus str. 6, Vilnius;
– Registered address after the completion of the reorganization: Šeimyniškių str. 1A, Vilnius;
– Register which accumulates and stores the data about the legal entity: the Register of Legal Entities;
– Fully paid authorized capital: 33 265 440 LTL (Authorized capital converted in accordance with provisions of Republic of Lithuania Law on redenomination to the euro of the capital and of the nominal value of securities of public limited liability companies and private limited liability companies and amendment of the articles of association of these companies 9 646 977.60 EUR);
– Number of shares: 33 265 440 ordinary registered shares;
– Nominal value per one share: 1 LTL (0.29 EUR);
– Authorized capital after completion of the reorganization: 12 535 613.08 EUR;
– Number of shares: 43 226 252 ordinary registered shares;
– Nominal value per one share: 0.29 EUR.
Key data on the Company being Reorganized, completing its activity after reorganization:
– Name of the Company: the public joint-stock company INVL Baltic Real Estate;
– Legal form: the public joint-stock company;
– Registered address: Šeimyniškių str. 1A, Vilnius;
– Company code: 303299735;
– Register which accumulates and stores the data about the legal entity: the Register of Legal Entities;
– Fully paid authorized capital: 2 042 865.85 EUR;
– Number of shares: 7 044 365 ordinary registered shares;
– Nominal value per one share: 0.29 EUR.
According to Article 2.97 Part 3 of the Civil Code of the Republic of Lithuania, public joint-stock company Invaldos Nekilnojamojo Turto Fondas participates in the reorganization, while the public joint-stock company INVL Baltic Real Estate is being reorganized by merger, merging the public joint-stock company INVL Baltic Real Estate, which after the reorganization ceases to operate without liquidation process, to the public joint-stock company Invaldos Nekilnojamojo Turto Fondas, which will take over all the rights and duties including the name of public joint-stock company INVL Baltic Real Estate and continues operations under the new name of the public joint-stock company INVL Baltic Real Estate.
The reorganization shall be completed from the moment when the amended Articles of Association of public joint-stock company Invaldos Nekilnojamojo Turto Fondas, continuing its operations after the reorganisation under the new name – the public joint-stock company INVL Baltic Real Estate – will be registered by the Register of Legal Entities and the public joint-stock company INVL Baltic Real Estate will be deregistered from the Register of Legal Entities.
Public joint-stock company Invaldos Nekilnojamojo Turto Fondas will assume all the assets, rights and liabilities including the name from the public joint-stock company INVL Baltic Real Estate. Rights and liabilities of the public joint-stock company INVL Baltic Real Estate according to the transactions will the transferred to of the public joint-stock company Invaldos Nekilnojamojo Turto Fondas. The transactions shall be included into accounting of the public joint-stock company Invaldos Nekilnojamojo Turto Fondas at the end of the day of the deregistration of public joint-stock company INVL Baltic Real Estate from the Register of Legal Entities.
The reorganization terms as well as the Articles of Association of the public joint-stock company Invaldos Nekilnojamojo Turto Fondas, the report on assessment of the terms of the reorganization and other documents related to the reorganization terms and legal information are available on the website www.invlbalticrealestate.lt as well as at the premises located in Šeimyniškių str. 1A., Vilnius, Lithuania. Additional information is provided by phone No. 8 618 24275.
The creditors of the companies according to the Article 66 Part 2 of the Law on Companies of the Republic of Lithuania have a right to submit requirements to the companies from the first day of publication of the terms in the newspaper “Verslo žinios” and in electronic journal for public information of the Register of Legal Entities until the Shareholders General Meetings will adopt the resolution of the approval of the reorganization of appropriate company.
For every share of the public joint-stock company INVL Baltic Real Estate shareholder of the company shall get 6,136287941 ordinary registered shares with nominal value of 0.29 EUR each of the public joint-stock company Invaldos Nekilnojamojo Turto Fondas (total number of shares of each shareholder shall be rounded to the whole share according to the rules of arithmetic).
Translation note. The enclosed documents are a translation from the original, which was prepared in Lithuanian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the accompanying documents takes precedence over the translation.
Attachments:
Reorganization terms of the public joint-stock company Invaldos Nekilnojamojo Turto Fondas and the public joint-stock company INVL Baltic Real Estate.
1 Annex – copy of the decision of the sole shareholder of the public joint-stock company Invaldos Nekilnojamojo Turto Fondas held on 30 April, 2015.
2 Annex – copy of the minutes general meeting of shareholders of the public joint-stock company INVL Baltic Real Estate held on 30 April, 2015.
3 Annex – New wording of the Articles of Association of the public joint-stock company INVL Baltic Real Estate.
4 Annex – Report of Assessment of the Term of Reorganization.
5 Annex – public joint-stock company Invaldos Nekilnojamojo Turto Fondas report of the Board on the intended Reorganization.
6 Annex – public joint-stock company INVL Baltic Real Estate report of the Board on the intended Reorganization.
7 Annex – set of financial statements of the joint-stock company Invaldos Nekilnojamojo Turto Fondas prepared as of 31 December, 2014.
8 Annex – set of financial statements of the joint-stock company INVL Baltic Real Estate prepared as of 31 December, 2014.
The person authorized to provide additional information:
Andrius Dauksas
Director
E-mail:andrius@InvaldaLT.com
