Interim / Quarterly Report • Aug 31, 2015
Interim / Quarterly Report
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Information about group companies, their contact details at the end of the reporting period
The report covers six months financial period of INVL Technology AB, starting 1 January 2015 and ending on 30 June 2015.
FROM THE COMPANY'S ESTABLISHMENT TILL 9TH FEBRUARY 2015.
| Name of the Issuer | THE PUBLIC JOINT-STOCK COMPANY INVL TECHNOLOGY, HEREINAFTER INVL TECHNOLOGY, AB |
|---|---|
| Code | 303299817 |
| Address | SEIMYNISKIU STR. 1A, LT-09312, VILNIUS, LITHUANIA |
| Telephone | +370 5 279 0530 |
| Fax | +370 5 279 0530 |
| [email protected] | |
| Website | WWW.INVLTECHNOLOGY.LT |
| Legal form | PUBLIC JOINT-STOCK COMPANY |
| Date and place of registration | 29 APRIL 2014. REGISTER OF LEGAL ENTITIES |
| Register in which data about the Company are accumulated and stored |
REGISTER OF LEGAL ENTITIES |
Reorganization of INVL Technology, AB and BAIP Group, AB was completed on 9 February 2015: INVL Technology, AB was merged into BAIP Group, AB.
| Name of the Issuer | THE PUBLIC JOINT-STOCK COMPANY INVL TECHNOLOGY |
|---|---|
| Code | 300893533 |
| Address | GYNĖJŲ STR. 16, LT-01109, VILNIUS, LITHUANIA |
| Telephone | +370 5 219 1919 |
| Fax | +370 5 219 6533 |
| [email protected] | |
| Website | WWW.INVLTECHNOLOGY.LT |
| Legal form | PUBLIC JOINT-STOCK COMPANY |
| Date and place of registration | 27 JUNE 2007 (VERSION 42, 9TH FEBRUARY 2015). REGISTER OF LEGAL ENTITIES |
| Register in which data about the Company are accumulated and stored |
REGISTER OF LEGAL ENTITIES |
The public joint-stock company INVL Technology was established on 29 April 2014 on the basis of a part of assets split-off from Invalda LT, AB (code 121304349). The split-off terms are published online: http://www.invaldalt.com/en/main/news/Material_events?ID=929. Following the split-off, 2.6% of assets, equity and liabilities of Invalda LT, AB were transferred to INVL Technology, AB.
Shares of INVL Technology, AB (303299817) listed on NASDAQ OMX Vilnius stock exchange secondary list since 4 June 2014 till 29 January 2015.
Reorganization of INVL Technology, AB and BAIP Group, AB was completed on 9th of February 2015: INVL Technology, AB was merged into BAIP Group, AB. Afer the reorganization the company's shares relisted on the NASDAQ Vilnius Stock Exchange from 12 March 2015.
BAIP Group, AB took over all the rights and obligations and continues operations under the new name of the public jointstock company INVL Technology.
INVL Technology, AB will apply to the Bank of Lithuania for closed-end investment company license and in its essence will become similar to investment fund.
Companies managed by INVL Technology, AB on the 30th June, 2015: 2.3.1
BAIP, UAB is on of the most experienced critical IT infrastructure services companies in the Baltics, a part of INVL Technology, AB portfolio since 2007. Company provides: IT infrastructure strategy and architecture, IT security and on-site critical IT infrastructure maintenance services 24x7, anywhere in the world, super computer design, and assistance in complex migrations, system implementation. Services and consultations form more than 60% of company's activities. BAIP, UAB works and implements projects in the Baltic countries, Eastern Europe, supports INVL Technology cluster initiatives in other parts of the world.
More information – www.baip.lt.
Acena, UAB - specialized Microsoft licensing and solutions company, a part of INVL Technology,AB portfolio since 2008. Company provides: IT infrastructure development and maintenance services based on Microsoft technologies as well as Microsoft software licensing, software asset management, collaboration and messaging solutions, cloud services.
More information – www.acena.lt.
Norway Registers Development AS – consulting company, helping governments and institutions in Eastern Africa and Asia to build vital economy facilitating infrastructure and achieving relevant, measurable results, a part of INVL Technology, AB portfolio since 2011.
Services and business model: legal, organizational reforms and their implementation, modernization of legal and organizational base (business, property, mortgage, licenses and citizen's registries), modernization of public and centralized procurement, judiciary systems, tax collection with eFilling, transformation of business inspections and simplifications of business regulations, reforms of state owned enterprises.
NRD, UAB was incorporated in October 1998. NRD, UAB is a subsidiary company and information system design and development excellence center of Norway Registers Development, AS. NRD, UAB specializes in business, property, mortgage, licenses, citizen's
More information – www.nrd.no.
More information – www.nrd.lt.
registry and tax information systems creation and development.
Norway Registers Development East Africa Limited – NRD, AS subsidiary company in East Africa, established in April 2013.
Provides on-site delivery of Norway Registers Development, AS services supports to the companies in East Africa in the delivery of information security technologies as a value added distributor and assists other organizations investing in East Africa in the creation, development, maintenance and security of their information technology infrastructure. Together with NRD CS, UAB, it is responsible in creation cyber security strategy and its implementation services for governments and business institutions in East Africa. Performs audit of information systems, provides IT management consulting and trainings Together with NRD CS, UAB is responsible for cyber-defence strategy design and implementation services for government and corporate institutions in East Africa. Performs information system audits, provides IT management consultations and trainings.
More information – www.nrd.co.tz.
NRD CS, UAB - specialized cyber security company and a cyber security center of excellence for other group companies. Spin-off from BAIP, UAB in January 2014.
Assists in creating a secure digital environment for states, governments, corporations and citizens via technology platforms, workflows and processes. Main clients: cyberpolice, national security services, enterprises, government, courts, forensic science center, banks.
More information – www.nrdcs.lt.
Infobank Uganda Limited – Norway Registers Development, AS daughter company in Uganda, established in December, 2014. Currently does not perform any activities but intends to to work with different registries which are currently largely paper based, and provide registries information to financial sector clients via electronic system.
Innovative solutions will allow businesses to obtain the required information, use remote services to order and receive information, order official documents and use a spectrum of electronic services despite paper based registries being in operation. Infobank Uganda activities will contribute to the improvement of business climate in Uganda, simplify and accelerate activities of financial institutions and therefore increase credit availability for businesses.
More information – www.infobak-uganda.com.
ETRONIKA, UAB1 – was one of the first in the world to implement the commercial mobile electronic signature solution, which is used by Lithuanian Centre of Registers and mobile operators. Company develops and implements modern electronic banking, retail solutions, mobile applications for the finance, e-commerce and e-government services, and is an active promoter of e-signature in Lithuania and the world.
More information – www.etronika.lt
1 ETRONIKA acquisition was completed on 24 July 2015. For more information, please see paragraph 17.
4
2.3.2 INVL Technology, AB group structure on the 30th June 2015
INVL Technology, AB has signed the agreement with Finasta, AB FMI (Maironio str. 11, Vilnius, Lithuania, tel. +370 5 203 2233) – the agreement on management of securities accounting.
INVL Technology, AB has no branches or representative offices.
The Articles of Association of INVL Technology, AB may be amended by resolution of the General Shareholders' Meeting, passed by more than 2/3 of votes (except in cases provided for by the Law on Companies of the Republic of Lithuania).
2
| Type of shares | Number of shares, units |
Total voting rights granted by the issued shares, units |
Nominal value, EUR |
Total nominal value, EUR |
Portion of the authorised capital, % |
|---|---|---|---|---|---|
| Ordinary registered shares |
6 114 714 | 6 114 714 | 0.29 | 1 773 267.06 | 100 |
On 7 July 2015 the Board of INVL Technology AB (the "Company"), referring to the resolutions of the extraordinary general meeting of shareholders of the Company held on 10 April 2015 regarding increase of the authorised capital by additional contributions of the persons, subscribing the shares (the "Resolutions"), also taking into account the recommendation of AB bank "FINASTA", which is the lead manager of the offering of newly issued shares of the Company, inter alia decided:
1) to determine that the final offer (issue) price of the ordinary registered shares of the Company, to be issued following implementation of the Resolutions, shall be equal to EUR 1.65 (the "Offer Price") for one new share to be issued (the "New Shares"), which is the same to the current shareholders, as well as to retail and institutional investors;
2) to determine that the final number of the New Shares of the Company to be issued in fulfilment of the Resolutions is 6 060 607;
3) to allocate the New Shares for the Offer Price, indicated above, as follows: (i) 2 735 489 units shall be allocated to the existing shareholders of the Company, being the shareholders at the close of 26 June 2015, (ii) 2 314 294 units shall be allocated to the retail investors and (iii) 1 010 824 units shall be allocated to the institutional investors.
All shares are fully paid-up and no restrictions apply on their transfer.
| Type of shares | Number of shares, units |
Total voting rights granted by the issued shares, units |
Nominal value, EUR |
Total nominal value, EUR |
Portion of the authorised capital, % |
|---|---|---|---|---|---|
| Ordinary registered shares |
12 175 321 | 12 175 321 | 0.29 | 3 530 843.09 | 100 |
INVL Technology, AB or its subsidiary has not acquired shares in INVL Technology directly or indirectly under the order of subsidiary by persons acting by their name.
Company uses no services of liquidity providers.
| Shares issued, units |
Shares with voting rights, units |
Nominal value, EUR |
Total nominal value, EUR |
ISIN code |
Name | Exchange | List | Listing date |
|
|---|---|---|---|---|---|---|---|---|---|
| 26.06.2015 | 6 114 714 | 6 114 714 | 0.29 | 1 773 267.06 | LT00001 28860 |
INC1L | NASDAQ Vilnius |
Baltic Secondary List |
04.06.2014 |
| 10.07.2015 | 12 175 321 |
12 175 321 |
0.29 | 3 530 843.09 | LT00001 28860 |
INC1L | NASDAQ Vilnius |
Baltic Secondary List |
| 2015 first half* | 2014 first half* | |
|---|---|---|
| Share price, EUR: | ||
| - Opening |
1.47 | 1.47 |
| - Highest |
2.00 | 1.47 |
| - Lowest |
1.33 | 1.23 |
| - Average |
1.78 | 1.35 |
| - Last |
1.85 | 1.34 |
| Turnover, units | 9 660 | 252 |
| Turnover, EUR | 17 225.06 | 341.34 |
| Traded volume, units | 122 | 34 |
| Captalisation, mEUR | 11.31 | 0.79 |
*Data from 4 June 2014 (the begining of the listing of the company in the Stock Exchange) until 12 February 2015 is corrected by the reorganisation impact coeficient 0,147370903.
| Index/Shares | 30.06.2014 | 30.06.2015 | +/-% |
|---|---|---|---|
| OMX Baltic Benchmark GI | 608.82 | 625.19 | 2.69 |
| OMX Vilnius | 471.72 | 497.46 | 5.46 |
| INC1L | 1.341 EUR | 1.850 EUR | 37.95 |
Total number of shareholders on the 26th June 2015 – 3 528.
Share of the votes, %
| Name of the shareholder or company |
Number of shares held by the right of ownership, units |
Share of the authorised capital held, % |
Share of votes given by the shares held by the right of ownership, % |
Indirectly held votes, % |
Total, % |
|---|---|---|---|---|---|
| LJB investments, UAB, code 300822575, A. Juozapaviciaus str. 9A, Vilnius |
1 224 152 | 20.02 | 20.02 | - | 20.02 |
| Irena Ona Miseikiene |
1 162 421 | 19.01 | 19.01 | - | 19.01 |
| Kazimieras Tonkunas |
840 452 | 13.75 | 13.75 | 32.792 | 46.54 |
| Invalda INVL, AB code 121304349, Seimyniskiu str. 3, Vilnius |
504 462 | 8.25 | 8.25 | - | 8.25 |
| Lucrum investicija, UAB, code 300806471, Seimyniskiu str. 3, Vilnius |
327 928 | 5.36 | 5.36 | 1.323 | 6.68 |
| Alvydas Banys | 308 745 | 5.05 | 5.05 | 41.494 | 46.54 |
| Gytis Umantas | 236 270 | 3.86 | 3.86 | 42.685 | 46.54 |
| Nerijus Drobavicius | - | - | - | 46.546 | 46.54 |
| Vytautas Plunksnis | - | - | - | 46.547 | 46.54 |
7According to Part 6 of Paragraph 1 of Article 24 and Paragraph 2 of Article 24 of the Law on Securities of the Republic of Lithuania, it is considered that Vytautas Plunksnis has votes of Alvydas Banys, Kazimieras Tonkunas and Gytis Umantas, managers of INVL Technology, AB.
2 According to Part 6 of Paragraph 1 of Article 24 and Paragraph 2 of Article 24 of the Law on Securities of the Republic of Lithuania, it is considered that Kazimieras Tonkunas has votes of his spouse, Alvydas Banys and Gytis Umantas, managers of INVL Technology, AB.
3 Lucrum investicija, UAB holds 1.32 percent of the votes in accordance to the repurchase transaction.
4 According to Part 6 of Paragraph 1 of Article 24 and Paragraph 2 of Article 24 of the Law on Securities of the Republic of Lithuania, it is considered that Alvydas Banys has votes LJB Investments, UAB a company controlled by him, and of Kazimieras Tonkunas and Gytis Umantas, managers of INVL Technology, AB.
5 According to Part 6 of Paragraph 1 of Article 24 and Paragraph 2 of Article 24 of the Law on Securities of the Republic of Lithuania, it is considered that Gytis Umantas has votes of Alvydas Banys and Kazimieras Tonkunas, managers of INVL Technology, AB.
6 According to Part 6 of Paragraph 1 of Article 24 and Paragraph 2 of Article 24 of the Law on Securities of the Republic of Lithuania, it is considered that Nerijus Drobavicius has votes of Alvydas Banys, Kazimieras Tonkunas and Gytis Umantas, managers of INVL Technology, AB.
| Share of the votes, % | |||||
|---|---|---|---|---|---|
| Name of the shareholder or company |
Number of shares held by the right of ownership, units |
Share of the authorised capital held, % |
Share of votes given by the shares held by the right of ownership, % |
Indirectly held votes, % |
Total, % |
| LJB investments, UAB, code 300822575, A. Juozapaviciaus str. 9A, Vilnius |
2 424 152 | 19.91 | 19.91 | 0 | 19.91 |
| Invalda INVL, AB code 121304349, Seimyniskiu str. 3, Vilnius |
1 906 032 | 15.65 | 15.65 | 0 | 15.65 |
| Irena Ona Miseikiene |
1 466 421 | 12.04 | 12.04 | 0 | 12.04 |
| Lietuvos draudimas, AB code 110051834, J. Basanavičiaus g. 12, Vilnius |
909 090 | 7.47 | 7.47 | 0 | 7.47 |
| Kazimieras Tonkunas |
675 452 | 5.55 | 5.55 | 27.848 | 33.39 |
| Alvydas Banys | 618 745 | 5.08 | 5.08 | 28.319 | 33.39 |
8According to Part 6 of Paragraph 1 of Article 24 and Paragraph 2 of Article 24 of the Law on Securities of the Republic of Lithuania, it is considered that Kazimieras Tonkunas has votes of his spouse, Alvydas Banys and Gytis Umantas, managers of INVL Technology, AB.
9According to Part 6 of Paragraph 1 of Article 24 and Paragraph 2 of Article 24 of the Law on Securities of the Republic of Lithuania, it is considered that Alvydas Banys has votes LJB Investments, UAB a company controlled by him, and of Kazimieras Tonkūnas and Gytis Umantas, managers of INVL Technology, AB.
Gytis Umantas 151 270 1.24 1.24 32.1511 33.39 Vytautas Plunksnis 5 259 0.04 0.04 33.3512 33.39
Share of the votes, %
| Nerijus Drobavicius | 4 472 | 0.04 | 0.04 | 33.3513 | 33.39 |
|---|---|---|---|---|---|
10 According to Part 10 of Paragraph 1 of Article 24 of the Law on Securities of the Republic of Lithuania it is considered that Vida Juozapaviciene has votes of her spouse.
11 According to Part 6 of Paragraph 1 of Article 24 and Paragraph 2 of Article 24 of the Law on Securities of the Republic of Lithuania, it is considered that Gytis Umantas has votes of Alvydas Banys and Kazimieras Tonkunas, managers of INVL Technology, AB.
12 According to Part 6 of Paragraph 1 of Article 24 and Paragraph 2 of Article 24 of the Law on Securities of the Republic of Lithuania,
it is considered that Vytautas Plunksnis has votes of Alvydas Banys, Kazimieras Tonkunas and Gytis Umantas, managers of INVL Technology, AB.
13According to Part 6 of Paragraph 1 of Article 24 and Paragraph 2 of Article 24 of the Law on Securities of the Republic of Lithuania, it is considered that Nerijus Drobavicius has votes of Alvydas Banys, Kazimieras Tonkunas and Gytis Umantas, managers of INVL Technology, AB.
| THE MANAGING BODIES OF THE ISSUER 9 |
|
|---|---|
| 3 | General Shareholders' Meeting |
| The Board | |
| ISSUER'S | |
| MANAGING BODIES |
Director |
The governing bodies of INVL Technology, AB are: the General Shareholders' Meeting, sole governing body – the director and a collegial governing body – the Board. The Supervisory Board is not formed.
The Board of INVL Technology, AB was elected during the General Shareholders' Meeting of INVL Technology, AB the company split-off from Invalda LT, AB on 28 April 2014. Mr. Banys was elected as the Chairman of the Board. Mr. Sulnis and Ms. Miseikyte were elected as the Members of the Board. Mr. Sulnis was appointed as the director of the company on 28 April 2014. The boar of the followig composition was working till the 9th February 2015. Darius Sulnis left the position of the Director of INVL Technology, AB from the 9th February 2015.
Reorganization of INVL Technology, AB and BAIP Group, AB was completed on 9th of February 2015: INVL Technology, AB was merged into BAIP Group, AB. BAIP Group, AB took over all the rights and obligations and continues operations under the new name of the public joint-stock company INVL Technology.
As from 10th of February 2015 Mr. Kazimieras Tonkunas was elected as the Chairman of the Board. Mr. Nerijus Drobavicius, Mr. Gytis Umantas, Mr. Vytautas Plunksnis and Mr. Alvydas Banys were elected as the Members of the Board (the Board of INVL Technology, AB was elected during the General Shareholders' Meeting of BAIP Grupe, AB on 5th December 2014). Mr. Tonkunas was appointed as the director of the company on 9th December 2014.
KAZIMIERAS TONKUNAS, CHAIRMAN OF THE BOARD, DIRECTOR
| The term of office | 2014 - 2018 |
|---|---|
| Educational background and qualifications |
Vilnius University, Faculty of Economics, Master in economics – mathematics (systematic analysis of the economic) |
| Work experience | Since February 2015 – Director and Chairman of the Board of INVL Technology, AB. 2007 – 2015 Director and Chairman of the Board of BAIP group, AB. Since 2013 – Director of Vitma, UAB. 2007 – 2013 General Director of BAIP, UAB. |
| Owned amount of shares in INVL Technology, AB on 26.06.2015 |
Personally: 840 452 units of shares, 13.75 % of authorised capital, 13.75 % of votes. Total votes together with other Board members of INVL Technology, AB – 46.54 %. |
| Owned amount of shares in INVL Technology, AB on 10.07.2015 Participation in other companies |
Personally: 675 452 units of shares, 5.55 % of authorised capital, 5.55 % of votes. Total votes together with other Board members of INVL Technology – 33.39 %. Norway Registers Development, AS – The Chairman of the Board. |
| NRD, UAB – The Chairman of the Board. |
NERIJUS DROBAVIČIUS MEMBER OF THE BOARD
The term of office 2014-2018 2014 – 2017 m.
Educational background and qualifications
Owned amount of shares in INVL Technology, AB on 26.06.2015
Owned amount of shares in INVL Technology, AB on 10.07.2015
Participation in other companies
In 1998 graduated Vytautas Magnus University and gained his Bachelor's degree in Business management. Graduated Vytautas Magnus University in 2000 and gained his Master's degree in banking and finance. Work experience Since 2014 works at "Invalda INVL", AB group. 2014 – 2012 Independent financial expert. 2011 – 2007 CFO in Sanitas Group. 2007 – 2001 Sampo Bank. Head of Accounting and Reporting department, later – CFA of the bank. Personally: 0 units of shares; 0 % of authorised capital, 0 % of votes. Total votes together with other Board members of INVL Technology – 46.54 %. Personally: 4 472 units of shares; 0.04 % of authorised capital, 0.04 % of votes. Total votes together with other Board members of INVL Technology, AB – 33.39 %. MP Pension Funds Baltic, UAB – Member of the Board. Bank Finasta, AB – The Chairman of the Supervisory Board. INVL Asset Management,UAB – Member of the Board, Head of Finance and IT department. Finasta Asset Management, UAB (Latvia) – Member of the Supervisory Board. Finasta atklātajs pensiju fonds, AB (Latvija) – Member of the Supervisory Board. INVL fondai, UAB – Director. Inservis, UAB – The Chairman of the Board. Imonių grupe Inservis, UAB – The Chairman of the Board.
VYTAUTAS PLUNKSNIS, MEMBER OF THE BOARD
The term of office 2014-2018 2014 – 2017 m.
Educational background and qualifications
Owned amount of shares in INVL Technology, AB on 26.06.2015
Owned amount of shares in INVL Technology, AB on 10.07.2015
Participation in other companies
Graduated the studies in economics at Kaunas University of Technology in 2000, gained Bachelor's degree in Management. Financial broker's license (General) No. G091. Work experience Since 2009 Fund Manager at Invalda INVL, AB 2006 – 2009 Finasta asset management, UAB – analyst, fund manager, strategc analyst. 2004 ELTA redactor (business news). 2002 – 2004 Baltis News Service business journalist.
Jurita, UAB - The Chairman of the Board. Etronika, UAB - Member of the Board.
Invalda LT Investments, UAB – Chief Accountant.
Personally: 0 units of shares; 0 % of authorised capital, 0 % of votes.
Total votes together with other Board members of INVL Technology, AB – 46.54 %
Personally: 5 259 units of shares; 0.04 % of authorised capital, 0.04 % of votes. Total votes together with other Board members of INVL Technology – 33.39 %. MP Pension Funds Baltic, UAB – Member of the Board. Bank Finasta, AB – Member of the Supervisory Board. INVL Asset Management, UAB – Member of the Board. Finasta Asset Management, UAB (Latvia) – Deputy Chairman of the Supervisory Board. Finasta atklātajs pensiju fonds, AB (Latvia) – Deputy Chairman of the Supervisory Board. Norway Registers Development, AS – Member of the Board. NRD, UAB – Member of the Board. Vernitas, AB – Member of the Supervisory Board. Consult Invalda, UAB – Director. Investuotojų Asociacija – Chairman of the Board.
The term of office 2014-2018 2014 – 2017 m.
Educational background and qualifications
Work experience
Owned amount of shares in INVL Technology, AB on 26.06.2015
Owned amount of shares in INVL Technology, AB on 10.07.2015
Participation in other companies -
Vilnius Universsity, International Business School, Bachelor in International business management in 2001
Since 2013 General Director of BAIP, UAB. 2008 – 2015 Member of the Board BAIP group, AB. 2008 – 2013 Director of Vitma, UAB.
Personaly: 236 270 units of shares, 3.86 % of authorised capital, 3.86 % of votes. Total votes together with other Board members of INVL Technology, AB – 46.54 %.
Personaly: 151 270 units of shares, 1.24 % of authorised capital, 1.24 % of votes. Total votes together with other Board members of INVL Technology – 33,39 %.
GYTIS UMANTAS, MEMBER OF THE BOARD
ALVYDAS BANYS - MEMBER OF THE BOARD
The term of office 2014-2018 2014 – 2017 m.
Educational background and qualifications
Owned amount of shares in INVL Technology, AB on 26.06.2015
Owned amount of shares in INVL Technology, AB on 10.07.2015
Participation in other companies
Vilnius Gediminas Technical University. Faculty of Civil Engineering. Master in Engineering and Economics. Junior Scientific co-worker. Economic's Institute of Lithuania's Science Academy. Work experience Since 1 July 2013 Invalda INVL, AB – Advisor. Since 2007 LJB Investments, UAB – Director. Since 2007 LJB Property, UAB – Director. 1996 – 2006 Invalda, AB – Vice President. 1996 – 2007 Nenuorama, UAB – President. Personally: 308 745 units of shares, 5.05 % of authorised capital, 5.05 % of votes. Together with controlled company LJB Investments, UAB: 1 532 897 units of shares, 25.07 % of authorized capital, 25.07% of votes. Total votes together with other Board members of INVL Technology, AB – 46.54 %. Personally: 618 745 units of shares, 5.08 % of authorised capital, 5.08 % of votes. Together with controlled company LJB Investments, UAB: 3 042 897 units of shares, 24.99 % of authorized capital, 24.99% of votes. Total votes together with other Board members of INVL Technology, AB – 33.39 %. Invalda INVL, AB – Chairman of the Board, adviser. Invalda LT Investments, UAB – Chairman of the Board. INVL Baltic Farmland, AB – Chairman of the Board. INVL Baltic Real Estate, AB – Chairman of the Board. Litagra, UAB – Member of the Board. MP Pension Funds Baltic, UAB – Member of the Board.
| The term of office | CFO since May 2015 | |
|---|---|---|
| Educational background and qualifications |
In 2010 graduated from Vilnius university Economics faculty with MA in accounting and auditing. |
|
| Work experience | Since 2015 – CFO of bank Finasta, AB. 2013 – 2015 The director of accounting and reporting department at bank Finasta, AB. 2009 – 2013 DNB bank, AB IFRS project manager. 2008 – 2009 Coface Lietuva, director of finance management department. 2003 – 2008 Ernst & Young Lietuva, UAB audit consultant. |
|
| KRISTUPAS BARANAUSKAS, ĮMONIŲ GRUPĖS |
Owned amount of shares in INVL Technology, AB on 26.06.2015 Owned amount of |
- |
| FINANSŲ DIREKTORIUS |
shares in INVL Technology, AB on 10.07.2015 |
- |
| Participation in other companies |
Bank Finasta, AB – Member of the Board. |
During the reporting period accounting services and preparation of the documents related with bookkeeping for INVL Technology, AB were provided by the personel of INVL Technology, AB.
The Audit Committee consists of two members, one of whom is independent. The members of the Audit Committee are elected by the General Shareholders' Meeting. The main functions of the Committee are the following:
The Member of the Audit Committee of INVL Technology, AB may resign from his post before the expiry of term of office, notifying the Board of the company in writing at least 14 calendar days in advance. When the Board of the Company receives the notice of resignation and estimates all circumstances related to it, the Board may pass the decision either to convene the Extraordinary General Shareholders Meeting to elect the new member of the Audit Committee or to postpone the question upon the election of the new member of the Audit Committee until the nearest General Shareholders Meeting. In any case the new member is elected till the end of term of office of the operating Audit Committee.
The Audit Committee is a collegial body, taking decisions during meetings. The Audit Committee may take decisions and its meeting should be considered valid, when both members of the Committee participate in it. The decision should be passed when both members of the Audit Committee vote for it. The Member of the Audit Committee may express his will – for or against the decision in question, the draft of which he is familiar with – by voting in advance in writing. Voting in writing should be considered equal to voting by telecommunication end devices, provided text protection is ensured and it is possible to identify the signature. The right of initiative of convoking the meetings of the Audit Committee is held by both Members of the Audit Committee. The other Member of the Audit Committee should be informed about the convoked meeting, questions that will be discussed there and the suggested drafts of decisions not later than 3 (three) business days in advance in writing (by e-mail or fax). The meetings of the Audit Committee should not be recorded, and the taken decisions should be signed by both Members of the committee. When both Audit Committee Members vote in writing, the decision should be written down and signed by the secretary of the Audit Committee who should be appointed by the Board of the Company. The decision should be written down and signed within 7 (seven) days from the day of the meeting of the Audit Committee.
The Audit Committee should have the right to invite the Manager of the Company, Member(s) of the Board, the chief financier, and employees responsible for finance, accounting and treasury issues as well as external auditors to its meetings. Members of the Audit Committee may receive remuneration for their work in the committee at the maximum hourly rate approved by the General Shareholders' Meeting.
The General Shareholders Meeting which took place on 19 December 2014 decided to elect Danute Kadanaite and Tomas Bubinas (independent member) to the Audit Committee of INVL technology, AB for the 4 (four) years term of office. After the reorganization The General Shareholders Meeting on the 2nd February 2015 reelected Danute Kadanaite and Tomas Bubinas to the Audit Committee of INVL technology.
COMMITTEE
CEO and CFO of the company are entitled only to a fixed salary. The company does not have a policy concerning payment of a variable part of remuneration to the management. During the six months of 2015, the average administration remuneration per month amounted to 4.67 thousand EUR. The Members of the Board are not remunerated.
During the six months of year 2015 the Company did not transfer any assets or provide guarantees, and no special payouts have been made by the company to its Director or the CFO.
There are no agreements of the company and the Members of the Board, or the employees' agreements providing for compensation in case of the resignation or in case they are dismissed without a due reason or their employment is terminated due to the change of the control of the company.
13 OVERVIEW OF THE ISSUER'S AND ITS GROUP'S ACTIVITIES, THEIR PERFORMANCE AND BUSINESS DEVELOPMENT
SIGNIFICANT ISSUER'S AND ITS GROUP's EVENTS DURING THE REPORTING PERIOD, IMPACT ON THE FINANCIAL STATEMENTS 13.1
INFORMATION ABOUT THE ISSUER'S AND ITS GROUP COMPANIES' ACTIVITY
On 14 January 2015 it was annouced that in order to ensure the well-organized reorganization process of the public joint stock company INVL Technology and BAIP Grupe, AB, in accordance with the terms of the reorganization dated 23 December 2014, trading in shares of INVL Technology, AB in NASDAQ OMX Vilnius Stock Exchange will be suspended from 29 January 2015 until the completion of the reorganization. All efforts will be made to include the shares of the company operating after the completion of the reorganization to the NASDAQ OMX Vilnius Stock Exchange trading lists in the shortest period possible in the legal acts. This desicion was made Considering that: 1) The agenda of the General Shareholders Meeting of the reorganized public joint stock company INVL Technology that is to be held on 2 February 2015, includes resolutions regarding reorganization of the company and the terms of reorganization; 2) Following the resolutions and regulations stated in the terms of reorganization, shares owned by the shareholders of the reorganized public joint stock company INVL Technology will be cancelled and in exchange, shareholders will receive shares of BAIP Grupe, AB.
On 2 February 2015 the resolutions of the Shareholders Meeting of INVL Technology, AB that was held the same day were announced. INVL Technology shareholders approved reorganization of the public joint-stock company INVL Technology by a way of merger, merging the company to the public joint-stock company BAIP grupe. The shareholders also approved the Articles of Association of the public joint-stock company BAIP grupe, which continues to operate after the reorganization under the new name INVL Technology, the regulations of the formation and activity of the Audit Committee and elected the members of the Audit Committee, compensation for the members of Audit Committee was set
newly issued share is EUR 1.56, payment for the shares - by cash contributions. The total minimal issue price of the newly issued Company's shares is no more than EUR 21 661 046,16, which depends on the final amount of newly issued shares. The minimal issue price of each newly issued share is EUR 1.56 2) to withdraw the pre-emptive right of Company's shareholders to acquire newly issued ordinary registered 3) to approve the new edition of the Articles of Association of the public joint-stock company INVL Technology by changing the whole text of the Statute. 4) To reorganize the activity of the public joint-stock company INVL Technology so it would operate as the closed-end investment company under the Law of the Republic of Lithuania on Collective Investment Undertakings. 5) Regarding the tender offer to purchase the ordinary registered shares of the public joint-stock company INVL Technology.
is EUR 1.56, maximum – EUR 1.96) and (ii) admission of up to 13,885,286 ordinary registered shares of the Company to be newly issued to trading on the Secondary List of AB NASDAQ OMX Vilnius.
| 30.06.2015 | EUR thousand |
|---|---|
| Change in the fair value of financial assets |
(60) |
| Profit before tax | (282) |
| Net profit | (257) |
| Value of financial assets | 14 842 |
| Other assets | 2 215 |
| ASSETS | 17 057 |
| Equity | 11 626 |
| Liabilities | 5 431 |
| TOTAL EQUITY AND LIABILITIES | 17 057 |
The document provides information on risk factors related to public joint stock company INVL Technology (previous name AB BAIP group, code 300893533) activities and securities. The company continues its operations by merging with the public joint stock company INVL Technology (code 303299817) which ceases to operate without liquidation process.
Information provided in this document shall not be considered complete and covering all the aspects of the risk factors associated with the activity and securities of the public joint-stock company INVL Technology.
Changes in the IT and related markets happen rapidly and therefore failure to adapt to these changes can lead to lower profitability and reduction of value of the investment.
Information technology service companies highly depend on human resources. Profit and value can decrease significantly if the key employees leave the company INVL Technology, AB or companies controlled by it. Due to the competitive environment INVL Technology AB might need to increase payroll expneses faster than previously. The risk is reduced by implementing right motivational system, aligned to the conditions in the market.
Shareholders of the public joint-stock company INVL Technology signed an agreement, which includes decision making as well as trading in shares and voting system for resolutions. It has already been decided to increase the authorized capital by attracting EUR 10 000 000 of investments.
The value of the investment in IT services companies can vary in the short term, depending on the market situation. Investment in IT service companies should be carried out in the long term, so that investor can avoid the short-term price fluctuations. Investing in IT service companies is a bigger than an average risk. After failure of investments or under other ill-affected circumstances (having been unable to pay for the creditors) the bankruptcy proceedings may be initiated.
Though during planned investments the Company and its employess rely on the all available information and analytical resources, there is no guarantee, that all information, used during planning of investments, was full and accruate. Also there is no guarantee, that investment plans and investments will give the expected or planned returned and that investments will not be more expensive than planned.
Loss of big customers might have negative impact to the activities of INVL Technology AB or its subsidiaries.
The investments of the public joint - stock company INVL Technology in IT service companies under certain market conditions are relatively illiquid, thus finding buyers for these companies can take time. Investments in such companies should be considered only if there is a sufficient time horizon.
Changes in law system and/or legal acts of Lithuania as well as other countries, where the public joint - stock company INVL Technology operates, may affect the activity, income and value of IT service companies.
Tax law changes may lead to a greater taxation of the public joint - stock company INVL Technology and its group companies (directly and indirectly), which in return may reduce the profits and assets of the company.
It is likely that during its operational period the public joint - stock company INVL Technology and its controlled companies will face both inflation and deflation risks. If the value of investments of the public joint - stock company INVL Technology grew slower than the inflation rate, even if the investment value growth would be achieved, money earned from the realization of the investments would have a lower purchasing power.
There is a risk that buyers of the production and services of the companies controlled by the public joint - stock company INVL Technology will not fulfill their obligations. It would negatively affect the profit of the companies controlled by the public joint - stock company INVL Technology. If larger part of liabilities is not fulfilled in time, it may cause disturbances in activities of the companies controlled by the public joint - stock company INVL Technology. There might be a need to seek additional sources of financing, which may not always be available. The public joint - stock company INVL Technology also bears the risk of holding bigger than EUR 100 000 funds in bank accounts or investing in short-term financial instruments as in Lithuania only deposits, which are up to EUR 100 000 insured.
The companies controlled by the public joint - stock company INVL Technology are financed using short-term borrowed capital. Therefore, the companies controlled by the public joint-stock company INVL Technology may face a situation where they will not be able to settle up with suppliers and other creditors in time. The company will seek to maintain adequate liquidity levels or secure funding of its controlled companies in order to reduce this risk.
The companies controlled by the public joint - stock company INVL Technology face the currency risk of USA dollar and other currencies. A larger part of agreements in foreign markets is made in USA dollars, but part of their costs is incurred in euros. Because of that, fluctuation of US dollar exchange rate may have a negative effect on profit of the controlled companies. Also, a big part of computers and other equipment is bought in USA dollars from foreign suppliers.
Interest rate risk mainly includes loans with a variable interest rate. The changes in variable interest rates may negatively affect the activity results as a part of the companies controlled by the public joint - stock company INVL Technology (BAIP UAB; NRD UAB) are financed by bank loans with a variable interest rate.
The public joint - stock company INVL Technology after the reorganization, - the merger of the public joint - stock company INVL Technology into the public joint - stock company INVL Technology (previous name - BAIP Group, AB), took over all the assets, equity and liabilities of the public joint - stock company INVL Technology. For any obligation of the public joint - stock company INVL Technology, AB the company continuing operations after the reorganization INVL Technology will take responsibility.
The public joint - stock company INVL Technology intends to apply for a closed-end investment company license, issued by the bank of Lithuania. This will lead to changes in the protection of company's shareholders and certain operating restrictions that are foreseen in the Law on Collective Investment Undertakings. Company's operating expenses might be increased because of the requirements to conduct periodic asset appraisals and hold assets at the depository.
Shareholders of the public joint - stock company INVL Technology face the risk of incurring losses due to adverse changes in the market price of the shares. The drop of the stock price may be caused by a negative change in company's asset value and profitability, general stock market trends in the region and the world. Trading in shares of the public joint - stock company INVL Technology may depend on the comments of brokers and analysts as well as published independent analyses of the company and its activities. The unfavorable analysts' outlook of the shares of the public joint - stock company INVL Technology may adversely affect the market price of the shares. Non-professional investors assessing the shares are advised to seek the assistance of intermediaries of public trading or other experts in this field.
If demand for the shares decreases or they are delisted from the stock exchange, investors will face the problem of realization of shares. If the financial situation of the public joint - stock company INVL Technology deteriorates, the demand for company's shares may drop, which would lead to a fall in share price.
Dividend payment to the shareholders of the public joint - stock company INVL Technology is not guaranteed and will depend on the profitability, investment plans and the overall financial situation of the company.
Changes in the equity-related legislation or state tax policy can affect attractiveness of the shares of the public joint - stock company INVL Technology. This may reduce the liquidity of the shares of the company and/or share price.
When inflation increases, the risk that the stock price change may not offset the current rate of inflation appears. In this case, return on equity from capital gain on market shares for traders may be less than expected.
The shares of the public joint - stock company INVL Technology, prior to inclusion in the stock market, have not been publicly traded. As a result, their stock price, after an addition to the trading list, will be determined on the basis of the purchase and sale orders, which may depend on subjective factors, such as the market and the economic situation, performance evaluation of the public joint - stock company INVL Technology announced in public as well as the interest of investors. As a result, the initial share price may not reflect accurately the true value and have high fluctuations.
During the reporting period, INVL Technology, AB has not made any acquisitions.
The detailed information on the related parties' transactions has been disclosed in the explanatory notes of the interim 6 months' financial statements for 2015 (11th note).
25
08.06.2015 Notification on transaction concluded by manager of the company 09.06.2015 INVL Technology shareholders agreement amendment was signed 09.06.2015 Approved prospectus of share issue of INVL Technology AB
| Date of ransaction |
Person | Number of Securities |
Security price (EUR) |
Total value of transaction (EUR) |
Form of Transaction |
Type of Transaction |
Placement of Transaction |
|---|---|---|---|---|---|---|---|
| 08.06.2015 | Invalda INVL. AB |
47 | 1.61 | 75.67 | Acquisition | Purchase-sale | TS |
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| Company | Registration information | Type of activity | Contact details |
|---|---|---|---|
| INVL Technology, AB |
Company code: 300893533 Address: Gynėjų str. 16, 01109 Vilnius, Lithuania Legal form: private limited liability company Registration date: 2007-06-27 |
Investment into information technology companies. |
Phone: +370 5 219 1919 |
| NRD CS, UAB | Company code: 303115085 Address: Gynėjų str. 16, 01109 Vilnius, Lithuania Legal form: private limited liability company Registration date: 2013-06-06 |
Internal CIRT establishment, technologies. Digital forensics laboratories, related consultations. Security Operations Center (SOC). |
Phone: +370 5 219 1919 E-mail: info@nrdcs,lt www.nrdcs.lt |
| BAIP, UAB | Company code: 301318539 Address: A. Juozapavičiaus str. 6, Vilnius Legal form: private limited liability company Registration date: 2007-12-03 |
IT infrastructure strategy and architecture solutions, maintenance, supercomputer design, assistance in complex migrations, critical IT infrastructure maintenance and consultations, data center design and redesign, operations, trainings and maintenance. |
Phone: +370 5 219 0000 Fax: +370 5 219 5900 E-mail: info@baip,lt www.baip.lt |
| NRD, UAB | Company code: 111647812 Address: Žygimantų str. 1-5, Vilnius Legal form: private limited liability company Registration date: 1998-10-15 |
Information sytem design and maintenance |
Phone: Vilnius: +370 52 31 07 31, Kaunas: + 370 37 31 18 64 E-mail: info@nrd,lt www.nrd.lt |
| Norway Registers Development, AS |
Company code: NO-985 221 405 MVA Address: Billingstadsletta 35, NO-1396 Billingstad, Norway Legal form: limited liability company Registration date: 2002-12-23 |
Legal, organisational reforms and their implementation (business, property, mortgage, licenses and citizen's registries). |
Phone: + 47 219 50 158 E-mail: [email protected] www.nrd.no |
| Norway Registers Development East Africa, Ltd |
Company code: 88597 Address: 3rd floor, Elite tower, Azikiwe Street/Jamhuri street, Dar es Salaam, Tanzania Legal form: private limited liability company Registration date: 2012-01-13 |
Information technology infrastructure design, development, maintenance and security services. Information system audits, IT management consultations and trainings. |
Phone: +255 222 110 895 E-mail: info@nrd,no www.nrd.co.tz |
| Acena, UAB | Company code: 300935644 Address: A. Juozapavičiaus str. 6, Vilnius Legal form: private limited liability company Registration date: 2007-07-20 |
Microsoft software licensing consulting, software asset management, collaboration and messaging solutions, cloud services. |
Phone: +370 5 275 96 47 Fax: +370 5 273 51 06 E-mail: [email protected] www.acena.lt |
|---|---|---|---|
| Vitma, UAB | Company code: 121998756 Address: A. Juozapavičiaus str. 6, Vilnius Legal form: private limited liability company Registration date: 1993-06-25 |
Investment into information technology companies. |
Phone: +370 5 219 0000 |
| Inventio, UAB | Company code: 303252340 Address: Šeimyniškių str. 1A, Vilnius Legal form: private limited liability company Registration date: 2014-02-27 |
Does not perform any activities. | |
| Infobank Uganda, Ltd |
Company code: 193144 Registration date: 2014-12-03 |
Currently does not perform any activities. |
E-mail: dmkisakye@infobank uganda.com |
| ETRONIKA, UAB | Company code : 125224135 Registration address: Vito Gerulaičio str. 1, LT-08200 Vilnius Legal form: private limited liability company Registration date : 2000-03-30 |
Development and implementation of e banking, smart retail, mobile applications for finances, e-commerce and e government. |
Phone: +370 5 2483153 Email: [email protected] www.etronika.lt |
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