AS Pro Kapital Grupp informs its investors about the initiation of the merger of two subsidiaries, PK Invest Ltd and its wholly owned subsidiary PK Bonum Ltd. On 29 June 2020, the General Meetings of Shareholders of both companies decided to initiate the merger between two companies, aimed at simplifying the group’s structure. On 21 July, in Lithuania both companies will publicly announce about preparation of the Terms of Merger on 30 June.
PK Bonum Ltd is a company, 100% owned by PK Invest Ltd. PK Invest Ltd is a 100% subsidiary of Pro Kapital Vilnus Real Estate Ltd. Pro Kapital Vilnius Real Estate Ltd is a 100% subsidiary of AS Pro Kapital Grupp. As PK Bonum Ltd activity was related to one project, which has been successfully completed, the parent company decided that is more efficient to integrate the PK Bonum Ltd into PK Invest Ltd. It is a common practice in the Group’s strategy to establish subsidiaries for specific development projects. This enables transparent and more clear management of costs and activities related to a specific development. When the development project is completed, it makes sense to merge a specially established subsidiary with another group company to simplify the group structure. PK Bonum Ltd was the developer of a new apartment building in Vilnius, built in the residential quarter of Saltiniu Namai. It was a very successful project and the quarter has become a truly valued residential area on the border of Vilnius Old Town. Saltiniu Namai’s new stage, Saltiniu Namai Attico, has also been very well received by customers.
As PK Invest Ltd owns 100% of the shares in PK Bonum Ltd, the merger shall be implemented under the simplified procedure in accordance with applicable Lithuanian legal acts. Following the merger, the share capital of PK Invest Ltd will remain the same and all the assets, rights and obligations of PK Bonum Ltd will be taken over by PK Invest Ltd. After the merger, PK Bonum Ltd will be deregistered from the Register of the Legal Entities of Lithuania.
The transaction is not considered as a transaction with related parties within the meaning of the stock-exchange regulations. As all the shares of PK Bonum Ltd are owned by PK Invest Ltd, the merger does not have any effect on the economic activity of the issuer.