Notice on the terms of the reorganisation of INVL Baltic Real
Estate and AB Pramogų bankas
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 Pramogų bankas
(hereinafter – AB Pramogų bankas), code: 300044665,
registered office address: Vilnius, A. Stulginskio str. 8, on the
basis of which AB Pramogų bankas is merged with INVL Baltic Real
Estate, that is continuing operations and which owns 100% of the
shares of AB Pramogų bankas (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.
INVL Baltic Real Estate will take over all the
assets, rights, and obligations of AB Pramogų bankas, all of the
rights and obligations of AB Pramogų bankas by transaction will be
transferred to INVL Baltic Real Estate, AB Pramogų bankas
transactions will be included in the financial accounting of INVL
Baltic Real Estate when amended Articles of Association of INVL
Baltic Real Estate are registered 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, +370 527 90601, 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
prepared the terms of the reorganisation according to which the
entity acquired last year that owns the Pramogų Bankas building at
A. Stulginskio Street 8 in Vilnius will be merged into the
company.
The reorganisation terms stipulate that the company Pramogų
Bankas, 100% of whose shares the real estate investment company
acquired in July 2023, will be merged into INVL Baltic Real Estate
and cease operations. Upon completion of the reorganisation, all
the rights and obligations of Pramogų Bankas will be transfered to
INVL Baltic Real Estate. Following the reorganisation, there will
be no change in the number of shares of the company listed on the
Nasdaq Vilnius exchange, their nominal value, or their proportion
of the company's total capital.
“INVL Baltic Real Estate follows the practice of directly
managing all the real estate it owns in Lithuania, and Pramogų
Bankas in the capital is no exception. This lets us manage our
asset much more effectively,” says Vytautas Bakšinskas, the real
estate fund manager at INVL Asset Management, which manages INVL
Baltic Real Estate.
The shareholders of INVL Baltic Real Estate approved
participation in the reorganisation and preparation of the
reorganisation terms on 30 April this year. Completion of the
reorganisation is planned by the end of 2024.
The Pramogų Bankas in the Lithuanian capital has a total of
4,100 square meters and is leased out successfully. The historic
building, once home to the Pergalė cinema, is a state-protected
cultural heritage property.
The company plans to renovate the Pramogų Bankas’s interior
spaces and at the same time increase its leasable area.
INVL Baltic Real Estate owns 32,100 sq. m. of real estate with a
value of EUR 44.03 million as of the end of the first half of
2024.
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, the Pramogų bankas in the
centre of Vilnius, 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 85% to 100% at the end of
June 2024.
INVL Baltic Real Estate currently owns properties with a
total area of 32,100 sq. m., the value of the real estate at the
end of June 2024 was EUR 44.03
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-ended investment
company which is managed by INVL Asset Management, the leading
alternative asset manager in the Baltics. INVL Baltic Real Estate
will operate as a closed-end investment company until 2046, with
extension possible for a further 20 years.
About INVL Asset Management
INVL Asset Management is the leading Baltic alternative
asset manager. We strive to deliver superior risk-adjusted returns
to our investors while positively impacting our region's economic
development.
We are part of the Invalda INVL group with a track record
spanning over 30 years. Our group manages EUR 1 billion of assets
across multiple asset classes including private equity, forests and
agricultural land, renewable energy, real estate as well as private
debt. Our scope of activities also includes family office services
in Lithuania, Latvia and Estonia, management of pension funds in
Latvia, and investments in global third-party funds. Further
information www.invl.com/en/.
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
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