Interim / Quarterly Report • Jul 21, 2015
Interim / Quarterly Report
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Prepared in accordance with The Rules for the Preparation and the Submission of the Periodic and Additional Information. approved by the decision No. 03-48 of the Board of the Bank of Lithuania passed on 28 February 2013.
Approved by the Board of INVL Baltic Farmland, AB on 21 July 2015.
This version of the Consolidated Interim Report for 6 months of 2015 is a translation from the original, which was prepared in Lithuanian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version takes precedence over this translation. CONTENTS
| I. GENERAL INFORMATION 3 | |
|---|---|
| 1. Reporting period for which the report is prepared 3 | |
| 2. General information about the Issuer and other companies comprising the Issuer's group 3 | |
| 2.1. Information about the Issuer 3 | |
| 2.2. Information on company's goals, philosophy and strategy 3 | |
| 2.3. Information about the Issuer's group of companies 4 | |
| 3. Agreements with intermediaries on public trading in securities 5 | |
| 4. Information on Issuer's branches and representative offices 5 | |
| II. INFORMATION ABOUT SECURITIES 5 | |
| 5. The order of amendment of Issuer's Articles of Association 5 | |
| 6. Structure of the authorized capital 5 | |
| 6.1. Information about the Issuer's treasury shares 6 | |
| 7. Trading in Issuer's securities as well as securities, which are deemed to be a significant financial investment to the Issuer on a regulated market 6 |
|
| 8. Dividends 7 | |
| 9. Shareholders 8 | |
| III. ISSUER'S MANAGING BODIES 9 | |
| 10. The managing bodies of the Issuer 9 | |
| 11. Information about the Audit Committee of the company. 11 | |
| 12. Information on the amounts calculated by the Issuer, other assets transferred and guarantees granted to the Members of the Board, director and company providing accounting services 12 |
|
| IV. INFORMATION ABOUT THE ISSUER'S AND ITS GROUP COMPANIES' ACTIVITY 12 | |
| 13. Overview of the Issuer and its group activity 12 | |
| 13.1. Business environment 12 | |
| Agricultural sector 12 | |
| 12.2. Significant Issuer's and its group events during the reporting period and since the end of it, affect on the financial statement 14 |
|
| The Company 14 | |
| The group 15 |
|
| 14. A description of the principal risks and uncertainties 15 | |
| 15. Significant investments made during the reporting period 15 | |
| 16. Information on the related parties' transactions 15 | |
| 17. Activity plans and forecast of the Issuer and it's group 15 |
The report covers financial period of INVL Baltic Farmland, starting from 1 January 2015 and ending on 30 June 2015. Important events of the Issuer and its group, occurred during the end reporting period, were included as well. The report is unaudited.
| Name of the Issuer | The public joint-stock INVL Baltic Farmland, hereinafter INVL Baltic Farmland, AB |
|---|---|
| Code | 303299781 |
| Address | Seimyniskiu str. 1A, LT-09312, Vilnius, Lithuania |
| Telephone | +370 5 279 0601 |
| Fax | +370 5 279 0530 |
| [email protected] | |
| Website | www.invlbalticfarmland.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 |
The public joint-stock company INVL Baltic Farmland was established on 29 April 2014 on the basis of a part of assets split-off from Invalda INVL, AB (previuos name Invalda LT, AB (code 121304349). The split-off terms are published on website http://www.invaldalt.com/en/main/news/Material_events?ID=929. Following the split-off, 14.45% of assets, equity and liabilities of Invalda INVL, AB were transferred to INVL Baltic Farmland, AB.
Public joint stock company INVL Baltic Farmland manages shares of companies investing into agricultural land. Invalda LT started investing into agricultural land in 2004 through a subsidiary company Ekotra. Now INVL Baltic Farmland has 100% in 18 companies owning more than 3 thousand hectares of agricultural land in Lithuania. More than 99% of land is rented to farmers and agricultural companies. INVL Baltic Farmland focuses on growth of quality of owned land and environmental sustainability.
Companies - land owners and joint-stock company INVL Baltic Farmland on 30 June 2015 have signed a basic property administration agreement with INVL Farmland Management which administrates agricultural land owned by the companies in order to ensure steady growth of income for the shareholders and the value of the land.
Management fees paid for INVL Farmland Management are 7 percent of annual rental income of the companies - land owners as well as 0.5 percent of INVL Baltic Farmland market capitalization. Moreover there is a success fee which becomes valid only when consolidated equity of companies - land owners annual growth is higher than 5 percent plus inflation (High-Water Mark principle is applicable). Success fee is 20 percent of the consolidated equity in excess of the above mentioned benchmark.
Investments into agricultural land are classified as long term and are recommended for investors who are satisfied with the return on rent and possible income from increase of agricultural land prices. Since prices of agricultural products are determined in the world markets, this investment allow to participate in the world food supply chain.
Shares of INVL Baltic Farmland are listed on NASDAQ OMX Vilnius stock exchange since 4 June 2014.
INVL Baltic Farmland has 100% in 18 companies owning more than 3 thousand hectares of agricultural land in the most fertile regions of Lithuania. Companies - land owners and joint-stock company INVL Baltic Farmland on 30 June 2015 have signed a basic property administration agreement with INVL Farmland Management which administrates agricultural land owned by the companies in order to ensure steady growth of income for the shareholders and the value of the land.
| Invalda INVL | Shareholders | ||
|---|---|---|---|
| INVL Farmland Management | INVL Baltic Farmland | ||
| Aviželė, UAB | Pušaitis, UAB | ||
| Beržytė, UAB | Puškaitis, UAB | ||
| Dirvolika, UAB | Sėja, UAB | ||
| Duonis, UAB | Vasarojus, UAB | ||
| Ekotra, UAB | Žalvé, UAB | ||
| Kvietukas, UAB | Žemgalé, UAB | ||
| Laukaitis, UAB | Žemynėlė, UAB | ||
| Lauknešys, UAB | Žiemkentys, UAB | ||
| Management Ownership |
Linažiedė, UAB | Cooperor, UAB |
Fig. 2.3.2. Group structure of INVL Baltic Farmland, AB as of 1 July 2015, after the agreement between INVL Baltic Farmland, UAB and INVL Farmland Management, UAB became effective
| Company name | District of company's activities | Owned land plot, hectares |
Cultivated cropland area, hectares |
|---|---|---|---|
| Avizele, UAB | Rokiskis dist., Anyksciai dist. | 113.82 | 107,51 |
| Berzyte, UAB | Birzai dist. | 149.89 | 145.79 |
| Dirvolika, UAB | Akmene dist., Joniskis dist., Siauliai dist. | 199.44 | 192.03 |
| Duonis, UAB | Jonava dist., Kedainiai dist., Ukmerge dist. | 183.56 | 175.79 |
| Ekotra, UAB | Vilkaviskis dist. | 238.76 | 228.70 |
| Kvietukas, UAB | Pakruojis dist., Pasvalys dist. | 124.61 | 118.90 |
| Laukaitis, UAB | Pakruojis dist., Pasvalys dist., Siauliai dist. | 204.10 | 193.44 |
| Lauknesys, UAB | Birzai dist., Pasvalys dist. | 109.73 | 107.91 |
| Linaziede, UAB | Alytus dist., Jonava dist., Kaisiadorys dist., Prienai dist. | 85.13 | 80.75 |
| Pusaitis, UAB | Radviliskis dist. | 82.44 | 81.10 |
| Puskaitis, UAB | Marijampole dist., Prienai dist., Vilkaviskis dist. | 210.74 | 204.20 |
| Seja, UAB | Kedainiai dist. | 91.40 | 88.67 |
| Vasarojus, UAB | Anyksciai dist., Panevezys dist., Ukmerge dist. | 375.68 | 366.57 |
| Zalve, UAB | Kupiskis dist. | 216.88 | 201.73 |
| Zemgale, UAB | Birzai dist., Kupiskis dist., Panevezys dist. | 241.80 | 232.06 |
| Zemynele, UAB | Sakiai dist., Vilkaviskis dist. | 72.23 | 70.47 |
| Ziemkentys, UAB | Panevezys dist., Pasvalys dist. | 415.03 | 406.95 |
| Total | 3115.21 | 3002.56 |
Table 2.3.3. Information about companies of INVL Baltic Farmland group.
INVL Baltic Farmland has signed the agreement with this intermediary:
INVL Baltic Farmland, AB has no branches or representative offices.
The Articles of Association of INVL Baltic Farmland, 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).
Actual wording of the Articles of Association is dated as of 5 June 2015.
Table 6.1. Structure of INVL Baltic Farmland, AB authorised capital as of 30 June 2015.
| 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 |
3,291,549 | 3,291,549 | 0,29 | 954,549.21 | 100 |
All shares are fully paid-up and no restrictions apply on their transfer.
INVL Baltic Farmland or its subsidiary have not implemented acquisition of shares in INVL Baltic Farmland directly or indirectly under the order of subsidiary by persons acting by their name.
The General Shareholders Meeting of INVL Baltic Farmland, AB that was held on 25 June 2014 approved resolution to purchase of own shares. The period during which the company may acquire its own shares - 12 months from the day of this resolution. The maximum one share acquisition price – EUR 4.00 (LTL 13.81), minimum one share acquisition price – EUR 2.86 (LTL 9.88).
Seeking to ensure shareholders will, expressed during voting for the implementation of the reserve for own shares, and seeking to ensure the right of choice for the shareholders to decide whether to hold or to sell shares of the company, Baltic INVL Farmland, AB initiated acquisition of own shares 1 time during 2015.
• On 27 January 2015 INVL Baltic Farmland, AB announced about initiating acquisition of own shares since 29 January 2015. Share acquisition ends on 26 February 2015. Max number of shares to be acquired: 16,471. Share acquisition price: EUR 2.86 per share. On 26 February the company announced about acquisition fo 0.02 percent of own shares. 710 units of shares were offered. The settlement for the acquired shares happened on 2 March 2015.
The general shareholders meeting of INVL Baltic Farmland held on 24 March 2015 approved the resolution to annul 2,660 shares owned by INVL Baltic Farmland.
At the end of the reporting period the Authorised capital of the company was EUR 954,549.21, shares issued (units) – 3,291,549, issued shares granted by the voting rights (units) – 3,291,549.
| Shares issued, units | 3,291,549 |
|---|---|
| Shares with voting rights, units | 3,291,549 |
| Nominal value, EUR | 0.29 |
| Total nominal value, EUR | 954,549.21 |
| ISIN code | LT0000128753 |
| Name | INL1L |
| Exchange | NASDAQ Vilnius |
| List | Baltic Secondary List |
| Listing date | 4 June 2014 |
Table 7.1. Main characteristics of INVL Baltic Farmland, AB shares admitted to trading
Company uses no services of liquidity providers.
| Table 7.2. Trading in INVL Baltic Farmland, AB shares | ||
|---|---|---|
| 6 months of 2014* | 6 months of 2015 | |
|---|---|---|
| Share price, EUR | ||
| - open | 3.000 | 2.800 |
| - high | 3.450 | 3.010 |
| - low | 3.000 | 2.580 |
| - medium | 3.269 | 2.711 |
| - last | 3.240 | 2.790 |
| Turnover, units | 2,436 | 7,541 |
| Turnover, EUR | 7,982.92 | 20,924.94 |
| Traded volume, units | 35 | 113 |
* Data as of 4 June 2014, since the begining of companies listing in the Stock Exchange.
Fig. 7.3. Turnover of INVL Baltic Farmland, AB shares, change of share price and indexes1
On 24 March 2015, the General Shareholders Meeting of INVL Baltic Farmland, AB approved the dividend payment policy and decided to allocate EUR 0.06 dividend per share.
Dividends were to the shareholders who at the end of the tenth business day following the day of the General Shareholders Meeting that adopted a decision on dividend payment, i.e. on 8 April 2015 were shareholders of INVL Baltic Farmland, AB.
21 April 2015 INVL Baltic Farmland announced that the company will start to allocate dividends from 22 April 2015. Dividends were allocated to whose shareholders of the company, who has provided existing bank accounts.
1 OMX index is an all-share index which includes all the shares listed on the Main and Secondary lists on the NASDAQ OMX Vilnius with exception of the shares of the companies where a single shareholder controls at least 90% of the outstanding shares. The OMX Baltic Real Estate GI index is based on the Industry Classification Benchmark (ICB) developed by FTSE Group (FTSE).
Table 9.1. Shareholders who held title to more than 5% of INVL Baltic Farmland, AB authorised capital and/or votes as of 30 June 2015.
| Number of Share of shares held the by the right authorise of ownership, d capital units held, % |
Share of the votes, % | ||||
|---|---|---|---|---|---|
| Name of the shareholder or company |
Share of votes given by the shares held by the right of ownership, % |
Indirectly held votes, % |
Total, % | ||
| LJB Investments, UAB code 300822575, Juozapavičiaus str. 9A, Vilnius |
1,002,724 | 30.46 | 30.46 | 0 | 30.46 |
| Irena Ona Mišeikienė | 952,072 | 28.92 | 28.92 | 0 | 28.92 |
| Lucrum Investicija, UAB code 300806471. Šeimyniškių str. 3, Vilnius |
677,788 | 20.59 | 20.59 | 2.02 | 22.59 |
| Alvydas Banys | 252,875 | 7.69 | 7.69 | 55.053 | 62.74 |
| Darius Šulnis | 0 | 0.00 | 0.00 | 62.744 | 62.74 |
| Indrė Mišeikytė | 65,758 | 2.00 | 2.00 | 62.745 | 62.74 |
| Eglė Surplienė | 0 | 0 | 0 | 62.746 | 62.74 |
The total number of shareholders in INVL Baltic Farmland increase 3700.
There are no shareholders entitled to special rights of control.
Fig. 9.2. Votes as of 30 June 2015
2 Lucrum Investicija, UAB has 2% of votes according to a repurchase agreement.
3 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 of LJB Investments, a company controlled by him, and also votes of Darius Sulnis and Indre Miseikyte, managers of INVL Baltic Farmland.
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 Darius Sulnis has votes of Lucrum Investicija, a company controlled by him, and also votes of Alvydas Banys and Indre Miseikyte, managers of INVL Baltic Farmland.
5 According to Paragraph 2 of Article 24 of the Law on Securities of the Republic of Lithuania, it is considered that Indre Miseikyte has votes of Alvydas Banys and Darius Sulnis, managers of INVL Baltic Farmland.
6 According to Paragraph 2 of Article 24 of the Law on Securities of the Republic of Lithuania, it is considered that Egle Surpliene has votes of Alvydas Banys, Darius Sulnis and Indre Miseikyte, managers of INVL Baltic Farmland.
The governing bodies of INVL Baltic Farmland, AB are: the General Shareholders' Meeting, sole governing body – the director and a collegial governing body – the Board. The Supervisory Board is not formed. Information about Members of the Board and director of the company.
The Board of INVL Baltic Farmland, AB was elected during the General Shareholders' Meeting of INVL Baltic Farmland, AB the company split-off from Invalda LT, AB on 28 April 2014. Mr. Banys was elected as the Chairman of the Board. Mr. Šulnis and Ms. Mišeikytė were elected as the Members of the Board. Mr. Sulnis were appointed as a director of the company since the establishment of the company, he held this position until 29 June 2015. From 30 June 2015 Egle Surpliene holds position as a director of the company.
| The term of office | From 2014 untill 2017 |
|---|---|
| Educational background and qualifications |
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 LT, AB - Advisor Since 2007 LJB Investments, UAB - Director Since 2007 JLB Property, UAB - Director 1996 – 2006 Invalda, AB - Vice President 1996 – 2007 Nenuorama, UAB - President |
| Owned amount of shares in INVL Baltic Farmland, AB |
Personally: 252,875 units of shares, 7.69 % of authorised capital, 7.69 % of votes. Together with controlled company LJB Investments: 1,255,599 units of shares, 38.15 % of authorized capital, 38.15 % of votes. Total votes (together with Members of the Board of INVL Baltic Farmland) – 62.74 %. |
| Participation in other companies |
Invalda INVL, AB – Chairman of the Board Invalda LT Investments, UAB – Chairman of the Board INVL Baltic Real Estate, AB – Chairman of the Board INVL Technology, AB – Member of the Board MP Pension Funds Baltic, UAB – Member of the Board Litagra, UAB – Member of the Board |
Alvydas Banys – Chairman of the Board
| The term of office | From 2014 untill 2017 |
|---|---|
| Educational background and qualifications |
Vilnius Gedimino Technical University. Faculty of Architecture. Master in Architecture |
| Work experience | Since May 2012 Invalda LT, AB - Advisor Since June 2013 Invalda Privatus Kapitalas, AB – Advisor Since 2002 Inreal Valdymas, UAB - Architect Since 2002 Gildeta, UAB - Architect |
| Owned amount of shares in INVL Baltic Farmland, AB |
Personally: 65,758 units of shares, 2 % of authorised capital, 2 % of votes. Total votes (together with Members of the Board of INVL Baltic Farmland) – 62.74 %. |
| Participation in other companies |
Invalda INVL, AB – Member of the Board Invalda Privatus Kapitalas, AB – Member of the Board INVL Baltic Real Estate, AB – Member of the Board |
Darius Šulnis – Member of the Board, director (director until 29 June 2015)
| The term of office | From 2014 untill 2017 |
|---|---|
| Educational background and qualifications |
Duke University (USA). Business Administration. Global Executive MBA. Vilnius University. Faculty of Economics. Master in Accounting and Audit. Financial broker's license (General) No. A109. |
| Work experience | Since the beginning of the 2015 – general director of INVL Asset Management, UAB. 2006 – 2011 Invalda, AB – President. 2011 – 2013 Invalda, AB – Advisor. Since May 2013 Invalda INVL, AB – President. 2002 – 2006 Invalda Real Estate, UAB (current name Inreal Valdymas) – Director 1994 – 2002 FBC Finasta, AB – Director |
| Owned amount of shares in INVL Baltic Farmland, AB |
Personally: 0 units of shares, 0.00 % of authorised capital and votes. Together with controlled company Lucrum Investicija: 677,788 units of shares, 20.59 % of authorised capital, 22.59 % of votes (including votes granted by the shares transferred by the repurchase agreement). Total votes (together with Members of the Board of INVL Baltic Farmland) – 62.74 %. |
| Participation in other companies |
Invalda INVL, AB – Member of the Board, the president Litagra, UAB – Member of the Board Invalda LT Investments, UAB – director, Member of the Board MP Pension Funds Baltic – Chairman of the Board Bank Finasta – Member of the Supervisory Board INVL Asset Management, UAB – Chairman of the Board, general director IPAS Finasta Asset Management (Latvia) – Deputy Chairman of the Supervisory Board AS Finasta atklātajs pensiju fonds (Latvia) – Deputy Chairman of the Supervisory Board |
| Egle Surpliene | Director (since 30 June 2015) |
|---|---|
| Educational background and qualifications |
Vilnius University, Faculty of Economic Cybernetics and Finance, Economic Cybernetics studies, Economics - mathematics diploma (equivalent of Master's degree) 2009 - Award in Financial Planning (CII program and exam) certificate. 2005 - OMX Vilnius dealer certificate 1996 - General financial broker license |
| Work experience | September 2014 - present - Director, UAB Margio investicija October 2009 - present - Wealth manager, UAB FPI Geroves Valdymas March 2009 - present - Director, UAB DIM investment Autumn 2006 - October 2009 - Wealth manager, VIP Clients manager, AB FBC Finasta, AB bank Finasta June 2005 - July 2006 - Project manager, UAB Zabolis ir partneriai June 1999 - June 2005 - Member, Deputy Director of the Commission, Securities Commission of Lithuania June 1995 - June 1999 - Head of Issuer Division, UAB FMI Vilfima June 1993 - June 1995 - Member of Market Regulation Division, Securities Commission of Lithuania |
| Owned amount of shares in INVL Baltic Farmland, AB |
Personally: 0 units of shares, 0.00 % of authorised capital and votes. Total votes (together with Members of the Board of INVL Baltic Farmland) – 62.74 %. |
| Participation in other companies |
August 2014 - present - Member of the Board, UAB Birstono investicija July 2013 - present - Member of the Board, UAB Tuta |
Invalda INVL, AB provides accounting services and preparation of the documents related with bookkeeping for INVL Baltic Farmland, AB according to an agreement signed on 30 April 2014 No. 20140430/03.
The Audit Committee consists of 2 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 General Shareholders Meeting which took place on 23 December 2014 decided to elect Danute Kadanaite and Tomas Bubinas (independent member) to the Audit Committee of INVL Baltic Farmland, AB for the 4 (four) years term of office.
| Danutė Kadanaitė – Member of the Audit Committee | |
|---|---|
| The term of office | Since 2014 until 2017 |
| Educational background and qualifications |
2004 – 2006 Mykolas Romeris University. Faculty of Law. Master in Financial Law 2000 – 2004 m. Faculty of Law, BA in Law 1997 International School of Management |
| Work experience | Since 2009 Lawyer. Legisperitus, UAB 2008 – 2009 Lawyer, Finasta FBC 2008 – Lawyer, Invalda, AB 1999 – 2002 Administrator, Office of Attorney of Law Arturas Sukevicius 1994 – 1999 Legal Consultant, Financial brokerage company Apyvarta, UAB |
| Owned amount of shares in INVL Baltic Farmland, AB |
- |
| Tomas Bubinas – Independent Member of the Audit Committee | |
|---|---|
| The term of office | Since 2014 until 2017 |
| Educational background and qualifications |
2004 – 2005 Baltic Management Institute (BMI), Executive MBA 1997 – 2000 Association of Chartered Certified Accountants. ACCA. Fellow Member 1997 Lithuanian Sworn Registered Auditor 1988 – 1993 Vilnius University, Msc. in Economics |
| Work experience | Since 2013 Chief Operating Officer at Biotechpharma, UAB 2010 – 2012 Senior Director, Operations. TEVA Biopharmaceuticals (USA) 1999 – 2001 Senior Manager, PricewaterhouseCoopers 1994 – 1999 Senior Auditor, Manager, Coopers & Lybrand. |
| Owned amount of shares in INVL Baltic Farmland, AB |
- |
Members of Board of INVL Baltic Farmland, AB did not receive annual benefit (bonus) since the start of activity of the company until the end of the reporting period.
The calculated remuneration to the director of the Company totalled to EUR 1,855, on the average EUR 309 per month.
The payment for the company providing accounting services amounted to EUR 2,375 since the beginning of company's activity until the end of the reporting period.
During the reporting period the Issuer transferred no assets, granted no guarantees, paid no bonuses and made no special payouts for the Company's manager and Members of the Board. To the Board members, which are shareholders of the Company, were paid EUR 16 thousand of dividends, net of tax. To the entities, which are controlled by the Board members, were paid EUR 105 thousand of dividends, net of tax.
INVL Baltic Farmland has 100% in 18 companies owning more than 3 thousand hectares of agricultural land in the most fertile regions of Lithuania. Companies – land owners and joint-stock company INVL Baltic Farmland on 30 June 2015 have signed a basic property administration agreement with INVL Farmland Management which administrates agricultural land owned by the companies.
In the long time period the company seeks to gain profit from growth of rent as well as increase of land value.
At the end of the first half of 2015 the total value of the managed land was EUR 10.6 million, or EUR 3.5 thousand per hectare. Next valuation is planned at the end of the year 2015.
Since May 2014 changes to the Agricultural Land Acquisition temporary law entered into force. Under these changes, the persons cannot acquire more than 500 hectares of agricultural land. Also, the amount of people having pre-emptive right to purchase the land was expanded. Restrictions define that persons who own more than 25 percent of shares in agricultural land companies, as well as persons who own more than 25 percent in several companies are held as related parties. Therefore, those willing to purchase additional agricultural land have to have documents proving that the person, during the last 10 years before the deal, was engaged in agricultural activity for at least 3 years and has declared his farmland as well as crop. For legal entities restrictions define that they have to additionally provide documents proving that more than 50 percent of their business annual income comes from farming activities and company is economically sound.
Due to the restrictions INVL Baltic Farmland is unable to invest in agricultural land in Lithuania as well as unable to take control of the companies owning agricultural land.
Restrictions had a significant impact on the whole agricultural land sector. According to State Enterprise Centre of Registers data, in 2014 amount of transaction in agricultural land was down by 22 percent compared to 2013. Similar tendencies were visible in 2015 as well. In March 2015 number of transactions was down by 22 percent compared to March 2014 (3.9 thousand transactions). In April number of transactions (4.7 thousand) was down by 31.4 percent compared to April 2014. According to the publication of Ministry of Agriculture situation in the most fertile regions was a bit different as the number of transactions and farmland prices were stable or even showed positive gains.
Contrary to slowing agricultural land transactions land rental market was gaining momentum. Rental prices were positively affected by the decision to allot bigger funds to small farmers. The biggest benefits are paid to the farmers for the first 30 hectares. Moreover, rent is interesting for big farmers and agricultural companies as well because it gives priority to acquire the land in case of owner's decision to sell.
According to the data of National Paying Agency, in 2014 it made more than 250 million worth of direct payments – 2.3 percent more than in 2013. Farmers in Lithuania declared 2.83 million hectares of farmland – 1.1 percent more than the year before. According to the data provided by the Ministry of Agriculture in Lithuania there is 3.9 million hectares of farmland therefore declared land constitutes only slightly more than 70 percent of total.
| 30 June 2014 | 30 June 2015 | |
|---|---|---|
| Book value of land, EUR thousand | 10,558 | 10,558 |
| Other assets, EUR thousand | 338 | 437 |
| Consolidated equity, EUR thousand | 9,881 | 9,938 |
| Deferred income tax liabilities, EUR thousand | 839 | 848 |
| Other liabilities, EUR thousand | 176 | 209 |
| Controlled cultivated cropland area, ha | 3,006 | 3,003 |
| Average rental income per hectare, EUR | 109 | 149 |
| Book value of one share, EUR | 3.00 | 3.02 |
| Dividend yield, % | - | 2.2 |
| Profit (loss), EUR thousand | 30 June 2014* | 30 June 2015 |
| Revenue | 55 | 230 |
| Income before tax | 38 | 237 |
| Net profit | 33 | 206 |
* The period covers the begining of the activity of the company (29 April 2014) and ends on 30 June 2014.
| Management fees, % | |
|---|---|
| Percent of the consolidated rental income | 7 |
| Percent of weighted average capitalization of INVL Baltic Farmland Q2 | 0.5 |
| Success fee (percent of the consolidated equity per share in excess of the benchmark value) | 20 |
| Bad debt level as a percentage of the total consolidated income (if exceeded, the excess is taken from other management fees) |
5 |
| Share price Premium/Discount vs. NAV, % |
|
|---|---|
| 2014 IIQ | 8.0% |
| 2014 IIIQ | (8.5)% |
| 2014 IVQ | (7.2)% |
| 2015 IQ | (5.7)% |
Since the begining of the activity of the lssuer until the end of the reporting period, companies - land owners and INVL Baltic Farmland on 30 June 2015 have signed a basic property administralion agreement with INVL Farmland Management which administrates agriqJltural land owned by the companies in order to ensure steady groMh of income for the shareholders and the value of the land. The companies during the reporting period rented agricultural land for farmers and agriorltural companies and performed usual.
During the six months of 2015 of this year there were no material changes from the information about the principal rinks and uncertainties disclosed in the latest annual reporl.
Except risks related to the basic property administration agreement signed on 30 June. According to the agreement, the land administration were iransferred lo INVL Farmland Management, UAB
During the reporting period INVL Baltic Farmland, AB has not made any acquisitions.
lnformation on the related parties' transaclions is disclosed in consolidated interim condenced unaudited financial stalements' explanatory notes for 6 months of 2015.
Taking into consideration better than expected results of the frst half of 2015 the Board of INVL Baltic Farmland has ad.iusted its forecast for the full year 2015.
Forecasted income planned at 457 thousand euro and net profit at 316 thousand euro. For comparison: initial forecast was income of 450 thousand euro and net profit of 260 thousand euro. Forecast is based on the assumption that value of the land stays at the same level.
Director Egle Surpliene
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