0RAS Invl Baltic Real Estate Ab

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

Attachment

• Terms of reorganisation_lithuanian only.pdf