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JRV: 2012 3 months unaudited interim report

Spekuliantai.lt | 2012-05-25 | NASDAQ OMX biržų naujienos | perskaitė: 521
Raktiniai žodžiai: Järvevana AS, JRV
JRV: 2012 3 months unaudited interim report

Järvevana Quarterly report 25.05.2012

2012 3 months unaudited interim report

Tallinn, Estonia, 2012-05-25 15:30 CEST (GLOBE NEWSWIRE) --

MANAGEMENT REPORT

General information

The company was formed after the demerger from AS Järvevana (former AS Merko
Ehitus), as a result of which the complete set of assets related to the
business activities of the construction company was separated and transferred
to the new AS Merko Ehitus, including all concluded construction contracts,
subcontracts and supply contracts, machinery, equipment and employees, all
professional know-how and cash flows from uninterrupted, continuous economic
activities, except for liabilities arising from the criminal case no.
05913000055, including compensations for damage, penalties and other payables,
legal expenses and liquid assets to cover potential liabilities arising from
the criminal proceedings in the amount of EUR 16.0 million. The company does
not have ordinary economic activities and the only objective of its activities
is to protect the interests of the company and shareholders in the long-lasting
criminal proceedings related to the land swap.

Operating activities

The company does not have active business operations and its only income is
finance income earned on the investment of the company’s liquid funds. Between
01.01.2012 and 31.03.2012, AS Järvevana earned finance income in the amount of
EUR 56.8 thousand. The most significant cost article is the legal costs related
to the criminal proceedings of the land swap, which made up 55% of the
administrative expenses in 2012 3 months. A claim against AS Merko Ehitus
arising from a collaboration agreement totalled EUR 13.4 million of the
company’s assets
(http://www.merko.ee/upload/File/Restruktureerimise%20dokumendid/Koost%F6%F6
leping%20ENG.pdf). As at 31 March 2012, one person was employed by AS
Järvevana, its Director Toomas Annus. The company’s activities do not have a
seasonal or cyclical nature.

At 3 April 2009, the Public Prosecutor’s Office submitted a statement of
charges (dated 31.03.2009) against AS Järvevana and Toomas Annus in criminal
case no. 05913000055 concerning the land swap
(http://www.nasdaqomxbaltic.com/market/?pg=news&news_id=232810).

At 12 November 2009, the judicial proceedings concerning the land swap case
commenced at Harju County Court. An overview of the proceedings is available
at: http://www.nasdaqomxbaltic.com/
market/?pg=details&instrument=EE3100003559&list=3&tab=news&news_id=238437. In
the statement of charges, AS Järvevana has been incriminated with five episodes
of giving a bribe and the matter has been referred for judicial proceedings to
Harju County Court. The subject of proof concerning bribery charges has three
elements, the absence of even one of which precludes the necessary elements of
criminal offence: (i) promising or giving of a material reward to an official;
(ii) illegal act by an official in favour of a person giving a bribe; (iii)
equivalence relation between the first and second elements, i.e. giving of a
reward to an official for a favourable act. Evidence also needs to be produced
against AS Järvevana in the matter that (i) the act was committed by a senior
executive of a legal person, and (ii) the act was committed in the interests of
the legal person. AS Järvevana has not concluded any land swap transactions
described in the statement of charges. These transactions were concluded and
hypothetical benefits could have been reaped by independent subsidiaries as
legal persons who have not been charged. Even according to the statement of
charges, AS Järvevana has never swapped land. It is also evident that the acts
could not have been illegal because they had been permitted under § 19 of the
Nature Conservation Act which rules out the qualification of a bribery. It has
been proven that more than 180 legal transactions have been performed on the
same bases and by the same procedure by different persons.

The court has completed the judicial investigation relating to the so-called
“land swap case”. During the judicial investigation, more than a hundred
witnesses were questioned, none of whom mentioned promising or giving a bribe
which is element of the subject of proof. All documentary evidence has been
disclosed which according to the company’s view lacks any kind of information
referring to bribe.

The prosecutor has requested AS Järvevana to be punished by a pecuniary
punishment of EUR 1.598 million. The requested pecuniary punishment is
unusually large and a pecuniary punishment of such magnitude has not hitherto
been applied in Estonian court practice. In case of an acquittal, no such
financial liabilities arise; on the contrary, the state would have to
compensate all reasonable legal fees.

The defence counsel of AS Järvevana has submitted a defence speech on 350 pages
for the court and has asked the court to acquit the accused because no criminal
offence has been committed. The accused have also presented their closing
arguments.

The court of first instance will render its judgment on 22 June or in September
2012. Both counterparties have the right to appeal. Considering the
extraordinary volume and complexity of the case, also the court system
consisting of three instances, the final judgment is probably not achieved in
2012 but rather in the second half of 2013 or even later.

In case of the judgment of conviction, its entry into force and judicial
record, the legal risks consist of pecuniary punishment, which according to the
Income Tax Act is also subject to taxation with income tax, and hindrances to
participation in public procurement.

The company considers the charges brought against it to be groundless. The
Supervisory Board and Management Board of AS Järvevana are convinced that the
activities of the company and its governing bodies have been conducted properly
and in conformity with the laws of the Republic of Estonia, and that relevant
proof can be supplied in the court.

Share and shareholders

The main shareholders of AS Järvevana as of 31.03.2012

Number of shares % of shares
------------------------------------------
AS Riverito 12 742 686 71,99%
ING Luxembourg S.A., clients 963 376 5,44%
Skandinaviska Enskilda Banken Ab, clients 527 923 2,98%
Tenlion OÜ 222 690 1,26%

From 15.09.2009, the shares of AS Järvevana are included in the secondary list
of NASDAQ OMX Tallinn Stock Exchange. During the demerger of AS Merko Ehitus,
the company’s business name was changed to AS Järvevana and from 04.08.2008,
the shares of AS Järvevana are traded under the symbol of JRV1T. In 2012 3
months, 119 transactions were performed with the shares of AS Järvevana in the
course of which 150,660 shares were traded and the total monetary value of
transactions was EUR 60,021. The lowest transaction price was EUR 0.35 and the
highest transaction price was EUR 0.44 per share. The closing price of the
shares as of 31.03.2012 was EUR 0.41.



STATEMENT OF COMPREHENSIVE INCOME
unaudited, in thousand euros

2012 2011
3 months 3 months


General and administrative expenses (71) (61)
-------------------
-------------------
Operating loss (71) (61)

Finance income and costs 57 44
-------------------
incl. interest income 57 44

Net loss for the period (14) (17)
-------------------

Comprehensive loss for the period (14) (17)
-------------------

Earnings per share (basic and diluted, in EUR) (0,00) (0,00)



STATEMENT OF FINANCIAL POSITION
unaudited, in thousand euros

31.03.2012 31.12.2011

ASSETS
Current assets
Cash and cash equivalents 2 509 2 531
Trade and other receivables 13 401 13 403
Total current assets 15 910 15 934

Non-current assets
Property, plant and equipment 32 35
Total non-current assets 32 35

TOTAL ASSETS 15 942 15 969
-----------------------
-----------------------

LIABILITIES AND EQUITY
Current liabilities
Trade and other payables 16 29
Short-term provisions 1 118 1 118
Total current liabilities 1 134 1 147
Total liabilities 1 134 1 147

Equity
Share capital 12 000 12 000
Statutory reserve capital 1 131 1 131
Retained earnings 1 677 1 691
Total equity 14 808 14 822

TOTAL LIABILITIES AND EQUITY 15 942 15 969
-----------------------



Toomas Annus
Member of Management Board
+372 6 805 400
toomas.annus@merko.ee


1. 3M_2012_JÄRVEVANA_ENG.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=394068)

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