Information on the acquisition of a subsidiary
Nordecon AS informs that in connection with the planned changes in the capital structure of an affiliate company Embach Ehitus OÜ, Nordecon AS will hold a 51% majority shareholding and Embach Ehitus OÜ will become a subsidiary of Nordecon AS. Implementation of the change is subject to the approval of the Estonian Competition Authority and will enter into force as of registration of the respective entry in the Commercial Register. The change is expected to be finalised in the first quarter of 2020.
Currently, Nordecon AS has a 46% holding in Embach Ehitus OÜ. After registration of the change in the share capital, the share capital of Embach Ehitus OÜ will be 30,000 euros, from which Nordecon AS will hold 15,300 euros and the other shareholder Petram OÜ 14,700 euros, representing 49% of the share capital.
The revenue of Embach Ehitus OÜ according to the annual results of 2018 was 30,121,506 euros, constituting 13.48% of the consolidated sales revenue of Nordecon for 2018, which means that the acquisition of majority shareholding can be considered as material within the meaning of the Rules of Nasdaq Tallinn Stock Exchange “Requirements for Issuers”. The estimated effect of Embach Ehitus OÜ becoming a subsidiary to the Nordecon AS consolidated sales revenue and operating profit for 2020 remains below 10%.
The transaction is not regarded as a transaction between related persons within the meaning of the “Requirements for Issuers” of the Rules of Nasdaq Tallinn Stock Exchange and the members of the supervisory board and management board of Nordecon AS are otherwise not personally interested in the transaction.
Overview of the circumstances relating to and the financial results of Embach Ehitus OÜ
The economic activity of Embach Ehitus OÜ is operating as a main contractor in the construction and project management of buildings. The activity of the company is aimed primarily at servicing the construction and development projects in South of Estonia.
The audited annual reports of Embach Ehitus OÜ for 2017 and 2018 have been attached to this announcement.
The turnover and net profit of Embach Ehitus OÜ for the last three financial years were as follows:
(in euros) 2016 2017 2018
Revenue 25,840,719 26,862,930 30,121,506
Net profit 1,103,081 409,067 1,125,829
There have been no significant changes in the economic activity of Embach Ehitus OÜ in 2019 in comparison to the previous period. The company has no loan obligations as of 31.12.2019. Embach Ehitus OÜ is not a party to any court and arbitration proceedings, which could have a significant effect on the company’s economic activity. As of 31.12.2019, there are no valid contracts with material effect between Nordecon AS and Embach Ehitus OÜ.
The management board of Embach Ehitus OÜ has two members, Andres Salusaar and Peeter Voovere. The company has no supervisory board.
Nordecon Group (www.nordecon.com) includes companies focused on project management and general contracting in the construction of buildings and facilities. Geographically, the group companies are operating in Estonia, the Ukraine, Finland and Sweden. The parent company of the group, Nordecon AS, is registered and seated in Tallinn, Estonia. The consolidated sales revenue of the group in 2018 was 223 million of euros. The Nordecon group currently employs nearly 690 people. Starting from 18.05.2006, the shares of the parent company have been listed in the Main List of the NASDAQ Tallinn Stock Exchange.
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