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INVL Technology Interim / Quarterly Report 2019
2265_rns_2019-08-26_edd06b3f-75d0-4191-8ae8-a6f8eb000496.pdf
Interim / Quarterly Report
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INVL TECHNOLOGY
Special Closed-Ended Type Private Capital Investment Company's
INVL Technology
Interim Report for 6 months of 2019
INVL TECHNOLOGY
INTERIM REPORT 6 MONTHS OF 2019
Translation note:
This version of the Interim Report for the 6 months of 2019 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
Foreword of the Managing Partner of INVL Technology...4
I. GENERAL INFORMATION...4
1 Reporting period for which the report is prepared...5
2 General information about the Issuer and other companies comprising the group...5
2.1. Information about the Issuer...5
2.2. Information on company's goals, philosophy and strategy...5
2.3. Information about the Issuer's group of companies...6
2.3.1. Portfolio companies of INVL Technology:...6
2.3.2. Structure of the portfolio companies of INVL Technology:...9
2.3.3. Geography of INVL Technology portfolio companies:...10
II. INFORMATION ABOUT THE ISSUER'S AND ITS GROUP COMPANIES' ACTIVITY...11
3. Key figures and events of INVL Technology and group companies...11
3.1. Key figures of INVL Technology...11
3.2. Significant Issuer's events during the reporting period...12
3.3. Significant events of the Issuer since the end of the reporting period...12
3.4. Significant events of portfolio companies during reporting period...14
III. INFORMATION ABOUT SECURITIES...32
4. The order of amendment of Issuer's Articles of Association...32
5. Structure of the authorized capital...32
6. Trading in Issuer's securities...32
7. Shareholders...34
7.1. Information about Company's shareholders...34
IV. ISSUER'S MANAGING BODIES...35
8. Structure, authorities, the procedure for appointment and replacement...35
9. Information about members of the Board, Company providing accounting services...35
9.1. The managing bodies of the issuer...35
9.2. Information about the Audit Committee of the company...36
9.3. Information about accounting services company...37
10. 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...37
V. OTHER INFORMATION...38
11. References to and additional explanations of the data presented in the annual financial statements and consolidated financial statements...38
12. Agreements with intermediaries on public trading in securities...38
13. Information on Issuer's branches and representative offices...38
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- Information about 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 in view of the change of the control of the Company ... 38
- A description of the principal advantages, risks and uncertainties ... 38
- Significant investments made during the reporting period ... 38
- Information about significant agreements to which the issuer is a party, which would come into force, be amended or cease to be valid if there was a change in issuer's controlling shareholder ... 38
- Information on the related parties' transactions ... 38
- Information regarding transactions with related parties ... 39
- Employees ... 40
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INTERIM REPORT 6 MONTHS OF 2019
Foreword of the Managing Partner of INVL Technology
The equity of INVL Technology was EUR 27.665 million, or EUR 2.27 per share, at the end of the first half of this year, and decreased 1.3% from the start of the year. The value of the company's investments in the businesses it owns was EUR 24.69 million at the end of June, an increase of EUR 0.46 million from the start of the year.
Aggregated revenues of the managed businesses' grew 27 percent in 6 months of 2019 compared to the same period last year, to EUR 15.778 million (in 2018 was EUR 12.426 million). Revenue grew due to the income received in foreign markets.
The results of the managed companies and their value were positively affected by Etronika, a part of NRD Companies, successful expansion in Kyrgyzstan and Zanzibar by implementing solutions in the fields of post modernization and tax administration. The improved performance of cyber security company NRD CS as well as IT infrastructure companies - Lithuanian BAIP and Estonian Andmevara Services OÜ also contributed positively to the results.
In the short term, the results and value of the companies were adversely affected by the costs related to the reorganisation of NRD companies and Andmevara AS, as well as significant wage cost growth in the market and the companies.
During the first half of this year, NRD Companies was reorganised, consolidation and reorganization of IT services and software area - Novian group - took place, and INVL Technology strengthened its subsidiaries via new acquisitions.
In the beginning of April this year, INVL Technology acquired Norwegian company Zissor, which provides media monitoring and digitization software development and services. The transaction was completed through the company Novian and strengthens group's positions in Scandinavian markets.
During the first six months of this year, the managed companies implemented projects based on newly developed competencies: IT infrastructure company BAIP - in the field of high performance computing systems and supercomputers, Etronika - in modernization of postal financial services and tax administration - virtual fiscal device areas. We expect long-term significant demand in these segments.
The managed companies implemented projects and provided services in new markets in Egypt, the Cayman Islands - a total of 29 countries this year. The project geography of the businesses expanded by five new countries added with the acquisition of Zissor this year.
This year, INVL Technology will continue consolidating IT services and software companies - Novian group.
INVL Technology expects to make new investments in 2019.
Kazimieras Tonkūnas
INVL Technology Managing Partner
INVL TECHNOLOGY
INVL TECHNOLOGY
INTERIM REPORT 6 MONTHS OF 2019
I. GENERAL INFORMATION
1 Reporting period for which the report is prepared
This Interim Report is prepared for the period from 1 January 2019 until 30 June 2019. The report also includes important events of the company and group occurring after the end of the reporting period.
The report was not audited.
2 General information about the Issuer and other companies comprising the group
2.1. INFORMATION ABOUT THE ISSUER
| Name of the Issuer | Special closed-ended type private capital investment company INVL Technology |
|---|---|
| Code | 300893533 |
| Address | Gynéjú str. 14, LT01109 Vilnius, Lithuania |
| Telephone | +370 5 279 0601 |
| Fax | +370 5 279 0530 |
| [email protected] | |
| Website | www.invltechnology.lt |
| Legal form | Public joint-stock company |
| Type of the company | Closed-ended type investment company |
| Date and place of registration | 27 June 2007. Register of Legal Entities |
| Date on which the supervisory authority approved the documents on the formation of the collective investment undertaking | 14 July 2016 |
| Register in which data about the Company are accumulated and stored | Register of Legal Entities |
| Management company | INVL Asset Management UAB, code 126263073, licence No. VJK-005 |
| The depository | SEB Bank, AB, code 112021238, bank licence No. 2 |
2.2. INFORMATION ON COMPANY'S GOALS, PHILOSOPHY AND STRATEGY
A strategy of INVL Technology is to invest in national-level European IT businesses with high globalisation potential and grow them into global players by utilizing the sales channels and intellectual capital of the managed companies.
On 14 July 2016 INVL Technology received a closed-ended type investment company licence, issued by the Bank of Lithuania. Under the company's Articles of Association, a closed-ended type investment company (CEF) INVL Technology will operate until 14 July 2026, with a possible extension for two more years.
INVL Technology has investments in the Norwegian company NRD Companies with subsidiaries NRD Systems and Etronika UAB in Lithuania, Norway Registers Development East Africa Ltd. in Tanzania, Norway Registers Development Rwanda Ltd. in Rwanda, Norway Registers Development Bangladesh Ltd. in Bangladesh and Infobank Uganda Ltd. in Uganda. It has also invested in BAIP UAB with its subsidiary Acena UAB, NRD CS UAB and Algoritmų sistemos UAB, all in Lithuania, Zissor AS in Norway, Estonia's Andmevara AS and Andmevara Services OÜ with its subsidiary Andmevara SRL in Moldova.
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INVL Technology – a company, investing in IT businesses, listed on Nasdaq Baltic stock exchange (ticker symbol INC1L) from June 2014.
2.3. INFORMATION ABOUT THE ISSUER'S GROUP OF COMPANIES
INVL Technology operates as a cluster of IT businesses working with large corporate and government entities. The classification of companies into 3 functional groups:
Companies working in the area of Business climate improvement and e-governance combine legal, consultancy and information technology skills to address governance and economic digital infrastructure development challenges effectively. They develop national state-of-art registries and provide digital and mobile signature, digital platforms for finance and retail sectors, state taxes, information distribution, digital licences, digital documents and other economic digital infrastructure solutions.
IT services and software group was formed by joining the areas of IT infrastructure and IT intensive industries' solutions. Companies, operating in this functional group provide digital transformation, critical IT infrastructure architecture, installation and maintenance services, implement large scale digitisation projects, develop tax and local tax administration systems, election management systems.
Cybersecurity companies provide technology consulting, incident response and National Computer Incident Response Teams (CIRTs/SOCs) establishment services. They are focused on the services to law enforcement, national communication regulators, CERTs, and corporate information security departments.
2.3.1. PORTFOLIO COMPANIES OF INVL TECHNOLOGY:
BUSINESS CLIMATE IMPROVEMENT AND E-GOVERNANCE:
NRD Companies
NRD Companies AS is a global information technology and consulting group of companies specialized in governance and economic digital infrastructure development with its headquarters in Norway. NRD Companies is structured to deliver world-class information technology solutions at a competitive cost with a seamless implementation on the ground and provide complementary solutions and services via specialized companies. More information – www.nrd.no
Norway Registers Development AS (NRD AS) is management consulting and IT services' company, specializing in the development of national registers, e-governance solutions and public sector reforms backed by ICT solutions. NRD was established in Norway in 1995. More information – www.nrd.no
NRD Systems 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, licences, citizen's registry and tax information systems creation and development. More information – www.nrd.lt
Norway Registers Development East Africa Limited - NRD AS subsidiary in East Africa, established in April 2013. Provides on-site delivery of NRD group services, supports 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
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security of their information technology infrastructure. Performs audit of information systems, provides IT management consulting and trainings. More information – www.nrd.co.tz
Norway Registers Development Rwanda Limited (NRD Rwanda) was registered in Kigali on 22 February 2016. NRD Rwanda offer full portfolio of NRD group and other INVL Technology businesses' services. In addition, backing the regional export strategy of Rwanda, it also participates in projects in Burundi and Democratic Republic of the Congo. More information – www.nrd.no
NRD Bangladesh Limited was registered on 2 February 2017. NRD Bangladesh offers full portfolio of NRD Companies and other INVL Technology businesses services and supports NRD Companies projects in South and Southeast Asia regions. NRD Bangladesh will mainly focus on the services, related to securing the digital environment as well as offer the know-how of NRD Companies in the fields of enabling the business environment & job creation, increasing efficiency of government services, smart IT infrastructure and digital platforms for finance sector. More information – www.nrd.no
IT SERVICES AND OFTWARE
NOVIAN
Novian UAB (Vitma UAB that was renamed in February 2018) is a company that manages BAIP UAB and its subsidiary Acena UAB as well as represents the newly formed IT services and software cluster at INVL Technology. The cluster comprises of INVL Technology companies Novian UAB, BAIP UAB, Acena UAB, Algoritmų sistemas UAB and Andmevara AS. More information – www.novian.no
Andmevara AS (Estonia) is a complex IT solutions and services provider to public sector organisations with expertise in e-Government solutions that include development of registries, important national information systems and software, digitisation, database development and hosting services. Andmevara actively contributes to implementation of Estonian E-Government project, offers several ready-made software products to municipal and governmental institutions, and mostly serves Estonian public sector organisations. More information – www.andmevara.ee
„Andmevara Services OÜ“ – IT services company operating in Estonia which offer a variety of innovative solutions in the Estonian market: artificial intelligence and supercomputing capabilities, also – critical IT infrastructure design and migration services.
Kritinė IT Infrastruktūra
baip
acena
BAIP UAB is a critical IT infrastructure company providing information systems' resilience and mobility services for the largest corporate IT users and public sector organisations. Company is acknowledged as a strategic IT infrastructure architect and assists organisations to ensure their business continuity processes. More information – www.baip.lt
Acena UAB is a specialized Microsoft solutions company, providing Windows Azure cloud platform and Office 365 business productivity solutions as well as professional and managed services to deliver and improve cloud based solutions to customers. More information – www.acena.lt
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Zissor
Zissor AS, established in the year 2000, is based in Drammen, nearby Norway's capital city Oslo. The company, which operates on an international scale, provides services to clients working in the areas of media monitoring and digitization. More information – www.zissor.com/
algoritmq
Algoritmq sistemas UAB develops high quality, effective and reliable information systems and business process facilitating programs for large and medium-sized public organizations and enterprises. Main fields of company activity include: e-governance, e-health, finance, social security, environmental protection and education. More information – www.algoritmusistemos.lt
CYBER SECURITY:
NRD Cyber Security
NRD CS UAB is a cybersecurity technology consulting, incident response and applied research company, with headquarters in Lithuania, Vilnius. Company focuses on the services to the law enforcement, national communication regulators, CERTs, and corporate information security departments. NRD CS is also a facilitator of Norway Registers Development AS mission of creating a secure digital environment for states, governments, corporations and citizens, contributor to the Critical Security Controls for Effective Cyber Defence and other frameworks. More information – www.nrdcs.lt
BUSINESS PROCESS OUTSOURCING:
FINtime UAB established on 29 February 2016 provides business process outsourcing services.
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INTERIM REPORT 6 MONTHS OF 2019
2.3.2. STRUCTURE OF THE PORTFOLIO COMPANIES OF INVL TECHNOLOGY:
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2.3.3. GEOGRAPHY OF INVL TECHNOLOGY PORTFOLIO COMPANIES:
Geography of INVL Technology companies (countries written light blue colour, where INVL Technology managed companies implemented projects)
INVL TECHNOLOGY
INVL TECHNOLOGY
INTERIM REPORT 6 MONTHS OF 2019
II. INFORMATION ABOUT THE ISSUER'S AND ITS GROUP COMPANIES' ACTIVITY
- Key figures and events of INVL Technology and group companies
3.1. KEY FIGURES OF INVL TECHNOLOGY
Net Asset Value
| EUR | 31.12.2017 | 31.12.2018 | 31.03.2019 | 30.06.2019 |
|---|---|---|---|---|
| NAV | 23,811,753 | 28,024,654 | 27,694,139 | 27,654,929 |
| NAV per share | 1.9557 | 2.3018 | 2.2746 | 2.2714 |
Key figures of INVL Technology, thous. EUR
| 6 months of 2017 | 6 months of 2018 | 6 months of 2019 | |
|---|---|---|---|
| Change in the fair value of financial assets | (101) | (1,143) | (157) |
| Profit (loss) before taxes | 21 | (306) | (370) |
| Net profit (loss) | 21 | (306) | (370) |
| 31.12.2017 | 31.12.2018 | 30.06.2019 | |
| Financial assets value | 20,808 | 24,229 | 24,691 |
| Cash and Cash equivalents | 5,030 | 2,230 | 1,117 |
| Other assets | 39 | 439 | 263 |
| TOTAL ASSETS | 25,877 | 28,150 | 27,774 |
| Other liabilities | 2,065 | 125 | 119 |
| Equity | 23,812 | 28,025 | 27,655 |
| TOTAL EQUITY AND LIABILITIES | 25,877 | 28,150 | 27,774 |
Equity of the Company as of 30 June 2019 was EUR 27.655 million or EUR 2.27 per share. The Company's investments into portfolio companies amounted to EUR 24.69 million at the end of 2019. Investment value increased by EUR 0.46 million. Most of the change was due to the increase of authorised capital of Novian UAB to EUR 619 thousand and the investment value decreased by EUR 157 thousand.
Financial assets, thous. EUR
| Company | 31.12.2018 | 30.06.2019 |
|---|---|---|
| NRD Companies (includes Etronika UAB, NRD Systems UAB, Norway Registers Development AS and others) | 5,458 | 5,317 |
| Novian * (Includes both BAIP UAB and Acena UAB, Zissor AS*) | 7,537 | 8,216 |
| Algoritmų sistemos UAB | 4,078 | 3,963 |
| Andmevara (Andmevara AS, Andmevara Services and Andmevara SRL) | 470 | 317 |
| NRD CS UAB | 6,455 | 6,630 |
| FINtime UAB | 231 | 248 |
| Total | 24,229 | 24,691 |
- Zissor AS acquired IIQ 2019
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The priority for the managed companies is new product development as well as increasing their capacity for international operations. Experts of the managed companies also actively organised and took part as presenters and lecturers in various events both in Lithuania and elsewhere in Europe, East Africa and South Asia, cooperated with various international organisations and created new products. That reinforced the intellectual capital of the companies and laid foundation for growth in value.
CHANGE IN FAIR VALUE OF FINANCIAL ASSETS, THOUS. EUR
| Opening balance (31.12.2018) | 24,229 |
|---|---|
| Increase of authorised capital* | 619* |
| Revaluation | (157) |
| CLOSING BALANCE (30.06.2019) | 24,691 |
- Increase of authorised capital of Novian UAB.
3.2. SIGNIFICANT ISSUER'S EVENTS DURING THE REPORTING PERIOD
FINANCIAL REPORTS
- 28 February 2019 INVL Technology announced preliminary operating results for 12 months of 2018. The preliminary equity of INVL Technology as of 31 December 2018, was EUR 28.1 million or EUR 2.31 per share and increased 18 percent in one year.
- 29 March 2019 INVL Technology announced that on 31 December 2018 the Net Asset Value of the Company was EUR 28.02 mln or EUR 2.30 per share. Moreover, the audited results were announced. Audited net profit of INVL Technology for 2018, taking into account a revaluation of financial assets, was EUR 4.2 million.
- 29 April 2019 INVL Technology reported preliminary operating results for 3 months of 2019. Equity of the Company and the Company's net asset value as of 31 March 2019 was EUR 27.69 mln or EUR 2.27 per share (in the end of 2018 - EUR 28.02 mln and EUR 2.30 respectively). Investments of the Company into managed companies amounted to EUR 24.00 million at the end of March 2019 (EUR 24.23 mln - at the end of 2018). The net loss of the Company for 3 months of 2019 was EUR 331 thousand (net loss for the same period in 2018 was EUR 460 thousand).
AGREEMENTS
- 10 April 2019 the Company for 5.918 million Norwegian kroner (EUR 0.62 million) has acquired the Norwegian company Zissor, which provides media monitoring and digitization software development and services. The transaction was completed on 10 April this year through the company Novian, which is owned by INVL Technology. Following the transaction, Novian holds 100 percent of the shares in Zissor.
THE ARTICLES OF ASSOCIATION
- 5 June 2019 the new wording of the Articles of Association of INVL Technology (hereinafter may be referred as the Company) were registered in the Register of Legal Entities. Shareholders of the Company approved the draft Articles of Association on 26th April 2019, during the Ordinary General Shareholders meeting. The Articles of Association of the Company have been amended in order to comply with the relevant provisions of the legal acts regulating the activities of the Company - the Law on Companies of the Republic of Lithuania and the Law of the Republic of Lithuania on Collective Investment Undertakings.
3.3. SIGNIFICANT EVENTS OF THE ISSUER SINCE THE END OF THE REPORTING PERIOD
- 23 August 2019 INVL Technology informs that the new version of the Law on Collective Investment Undertakings of the Republic of Lithuania (hereinafter - CIU) came into force. The Company operating under the CIU is under an obligation to have a valid prospectus (hereinafter - the Prospectus) prepared in accordance with the requirements of the CIU or of the Law on Securities of the Republic of Lithuania (hereinafter - LS). Taking into
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account that at the time of publication of the information there are no grounds that the Company should prepare and own a prospectus complying with the requirements of the LS, the Company in order to meet the said requirement, prepared a Prospectus in compliance with CIU. The Prospectus complies with the format and content requirements according to CIU. The Company's management company INVL Asset Management UAB approved the Prospectus and approved its publication
Information regarding Significant events of the issuer during the reporting period is published on the Company's web site – „For Investors“ → „Regulated information“. The link to the Company's website: https://www.invltechnology.lt/lit/en/news-center?categories=26&years=2019&months=00-regulated-information
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3.4. SIGNIFICANT EVENTS OF PORTFOLIO COMPANIES DURING REPORTING PERIOD
BUSINESS CLIMATE IMPROVEMENT AND E-GOVERNANCE. NRD COMPANIES
KEY PROFIT (LOSS) ITEMS, THOUSAND EUR¹
| NRD Companies² | Etronika UAB³ | NRD Systems UAB³ | ||||
|---|---|---|---|---|---|---|
| 1H 2018 | 1H 2019 | 1H 2018 | 1H 2019 | 1H 2018 | 1H 2019 | |
| Revenue | 3,536 | 3,263 | 871 | 1,190 | 1,256 | 1,094 |
| Gross profit | 2,180 | 2185 | 810 | 1,057 | 991 | 984 |
| EBITDA | 295 | 18 | 96 | 251 | 143 | (28) |
| EBIT | 208 | (110) | 90 | 191 | 124 | (75) |
| Net Profit (Loss) | 192 | (150) | 89 | 173 | 117 | (100) |
KEY BALANCE SHEET ITEMS, THOUSAND EUR¹
| NRD Companies² | Etronika UAB³ | NRD Systems UAB³ | ||||
|---|---|---|---|---|---|---|
| 31.12.2018 | 30.06.2019 | 31.12.2018 | 30.06.2019 | 31.12.2018 | 30.06.2019 | |
| Tangible assets | 58 | 430 | 2 | 189 | 29 | 210 |
| Intangible assets | 481 | 418 | 369 | 325 | 3 | 2 |
| Other non-current assets | 35 | 35 | 21 | 21 | 15 | 15 |
| Current assets | 4,610 | 4,955 | 635 | 1,027 | 1,688 | 1,515 |
| of which cash | 458 | 740 | 61 | 226 | 193 | 176 |
| Total assets | 5,184 | 5,838 | 1,027 | 1,562 | 1,735 | 1,742 |
| Equity | 1,602 | 1,432 | 433 | 607 | 509 | 408 |
| Non-current liabilities | 110 | 550 | 81 | 367 | 0 | 152 |
| Of which financial debt | 0 | 452 | 0 | 300 | 0 | 152 |
| Current liabilities | 3,472 | 3,856 | 513 | 588 | 1,226 | 1,182 |
| of which financial debt | 560 | 867 | 90 | 100 | 307 | 346 |
| Total liabilities and equity | 5,184 | 5,838 | 1,027 | 1,562 | 1,735 | 1,742 |
NRD Companies is a global information technology and consulting group of companies specialized in governance and economic digital infrastructure development. The group specialises in development of national registries and information systems, digital and m-signature solutions, digital platforms for the financial and retail sectors, digital platforms for state revenue collection, information distribution, banking, digital licensing, digital documentation, and other economic digital infrastructure solutions.
¹ Unaudited figures.
² Result for the 6 months to 30 June 2019 of the part of group companies were positively impacted by the reversal of the receivables impairment (EUR 8 thousand) initially recorded in 2018. During calculations of the fair value of the financial assets as of 30th June 2019 in the financial statements of INVL Technology CEF impact to the fair value of the reversal was eliminated.
³ The results of Etronika UAB and NRD Systems UAB are included into results of NRD Companies.
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NRD Companies is structured to deliver world-class information technology solutions in Europe, Sub-Saharan Africa, South and Southeast Asia as well as small island states at a competitive cost with a seamless implementation on the ground and provide complementary solutions and services via specialized companies.
NRD Companies is structured to deliver world-class information technology solutions in Europe, Sub-Saharan Africa, South and Southeast Asia as well as small island states at a competitive cost with a seamless implementation on the ground and provide complementary solutions and services via specialized companies.
The group structure:
- NRD Companies AS is a global information technology and consulting group of companies specialized in governance and economic digital infrastructure development with its headquarters in Norway. NRD Companies AS is the managing company of the group.
- Norway Registers Development AS (NRD AS) is management consulting and IT services' company, specializing in the development of national registers, e-governance solutions and public sector reforms backed by ICT solutions. NRD was established in Norway in 1995.
- NRD Systems is an information system development and project delivery company with core competences in state tax systems and state registry modernization based in Vilnius, Lithuania;
- NRD East Africa is a regional sale, project leadership, project support and maintenance company for group projects across East African countries based in Dar es Salaam, Tanzania;
- NRD Rwanda is a regional sale, project leadership, project support and maintenance company for group projects in Rwanda, Burundi and Democratic Republic of the Congo;
- NRD Bangladesh is a regional sale, project leadership, project support and maintenance company for group projects in South Asia;
- Etronika is among the top 100 most innovative FinTech companies in Europe, offering digital platforms for finance and retail sectors, digital and mobile signature, mobile payments, digital services for point-of-sales terminals and other services. Company is based in Vilnius, Lithuania;
- Infobank Uganda is a specialized company based in Kampala, Uganda providing information on Ugandan businesses.
PROJECTS
In 6 months of 2019, NRD companies implemented projects in the Baltic States, Finland, Kyrgyzstan, Egypt, Tanzania, Zanzibar, Uganda, Rwanda, Liberia, Mauritius, Cayman Islands, Saint Vincent and the Grenadines, Bangladesh, Cambodia, and other countries.
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Revenue of NRD Companies in 6 months of 2019 by country
LITHUANIA AND EUROPE
During the reporting period, NRD Systems, a part of NRD companies, renewed the agreement with the State Tax Inspectorate under the Ministry of Finance of the Republic of Lithuania for maintenance of the Electronic Declaration System (EDS). The company also extended the agreement with the Department of Supervision of Social Services under the Ministry of Social Security and Labor for the support and maintenance services of the Electronic system for social care licensing, Register of qualifications and certification of social workers and a common authorization module for these information systems.
Etronika, also a part of NRD Companies, continued to implement Banktron mobile banking solution at Baltic International Bank, Latvia. Banktron is an award-winning, multi-channel online banking platform. In addition, the company continued providing services to Lithuanian banks Šiaulių Bankas and Medicinos bankas, Luminor bank as well as maintenance and development of a self-service retail check-out solution (ERS) for Reitan Group in Lithuania, Estonia and Finland.
SUBSAHARAN AFRICA
In Zanzibar, NRD Companies and Algoritmų Sistemos signed a new agreement with Zanzibar Revenue Board and began provision of consultancy services for development, installation, implementation and commission of a Virtual Fiscal Device Management System. The project aims to develop a virtual technology-based electronic fiscal management system to be used by taxpayers to issue digital receipts for transactions. The project will include an analysis of the current system and the development of a prototype covering both tax and non-tax revenues.
NRD Companies also continued working with the Mauritius Registrar General's Department and signed two new agreements this year: maintenance and support services for the Mauritius e-Registry project and maintenance of the computer software and hardware.
In Uganda, NRD Companies extended the agreement with Uganda Services Registration Bureau for the maintenance of the Business Registration System. NRD Companies also continues to develop the Civil registry.
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Signing of the Zanzibar Virtual Fiscal Device Management System development agreement
NORTH AFRICA
In Egypt, Norway Registers Development AS together with NRD CS started implementing an agreement to establish a cyber security incident response team at the Central Bank of Egypt. The project includes the establishment of a Cyber Security Incident Response Team and Cyber Security Incidents Investigation Laboratory.
SOUTH ASIA
Norway Registers Development AS, NRD Cyber Security and Algoritmş sistemas successfully implemented a cyber security capacity building project at Bangladesh Computer Council. The companies assisted Bangladesh in reviewing its national cyber security strategy, developing strategy for critical information infrastructure protection as well as creating cyber risk assessment framework for Critical Information Infrastructures (CIIs).
In addition, Norway Registers Development AS, BAIP and Duomenu logistikos centras continued modernising Bangladesh National Data Center (NDC).
In Cambodia, Norway Registers Development AS concluded the UNDP Cambodia financed consulting project and assisted the country in development of the ICT strategies for the Ministry of Environment and the National Sustainable Development Council. In February 2019, NRD AS organized a visit to Lithuania by representatives of these institutions. During the visit, the delegation had meetings with the Ministry of Foreign Affairs of the Republic of Lithuania as well as other government agencies that presented Lithuania's best practices.
The visit of Cambodian delegation to Lithuania
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CENTRAL ASIA
In Kyrgyzstan, BAIP and ETRONIKA were implementing a project to modernize the provision of postal financial services. The companies are helping Kyrgyz Pochtasy, a state-owned company, to digitise and accelerate the provision of basic financial services to all residents of the country, including those living in remote areas.
SOUTH AMERICA AND CARRIBEAN
In March, Norway Registers Development AS has been awarded with a contract for the provision of services for Inter-American Development Bank (IDB) funded project and together with NRD CS launched the assessment of Ecuador's cyber security readiness, improvement planning and support in formulating the national cyber security strategy.
In St. Vincent and the Grenadines, NRD Systems has renewed its contract for maintenance of the electronic tax filing and payment system.
During the first half of this year, NRD Companies also signed agreements with the Cayman Islands Government to develop the country's online registration system. The system will facilitate the identity access management as well as procedures for the extraction, transformation and loading of existing data.
Meeting between NRD Systems and the Cayman Islands representatives
OTHER IMPORTANT EVENTS
In May 2019, Mindaugas Glodas, Managing Director of Norway Registers Development AS, participated in the conference "Lithuanian Development Cooperation: Contribution to the Africa-EU Partnership" to discuss opportunities for the Baltic States to engage in mutually beneficial cooperation with African countries. Mr Glodas presented his insights in a panel discussion.
Conference "Lithuanian Development Cooperation: Contribution to the Africa-EU Partnership"
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In May, Andrius Kaikaris, Managing Director of NRD Systems, that is participating in the Enterprise Lithuania Digital Explorers program, together with a large Lithuanian IT business delegation, visited the capital of Nigeria, Abuja, to participate in a hackathon to select the most talented IT professionals. The visit also included B2B and B2G meetings.
Digital Explorers program
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^{}[]
IT SERVICES AND SOFWARE. BAIP AND ACENA
KEY PROFIT (LOSS) ITEMS, THOUSAND EUR¹
| BAIP and ACENA | ||
|---|---|---|
| 1H 2018 | 1H 2019 | |
| Revenue | 4,749 | 8,193 |
| Gross profit | 763 | 1,213 |
| EBITDA | 58 | 424 |
| EBIT | (189) | 136 |
| Net Profit (Loss) | (223) | 90 |
KEY BALANCE SHEET ITEMS, THOUSAND EUR¹
| BAIP and ACENA | ||
|---|---|---|
| 31.12.2018 | 30.06.2019 | |
| Tangible assets | 678 | 1,077 |
| Intangible assets | 420 | 398 |
| Other non-current assets | 361 | 39 |
| Current assets | 9,018 | 5,900 |
| of which cash | 4,676 | 168 |
| Total assets | 10,477 | 7,414 |
| Equity | 2,231 | 2,307 |
| Non-current liabilities | 1,253 | 1,755 |
| Of which financial debt | 1,253 | 1,755 |
| Current liabilities | 6,993 | 3,352 |
| of which financial debt | 11 | 92 |
| Total liabilities and equity | 10,477 | 7,414 |
BAIP provides critical IT infrastructure services: information system resilience and mobility services for the largest corporate IT users and public sector organisations.
Acena provides specialized Microsoft solutions to increase operational efficiency. The company provides business productivity, process transformation, business intelligence and other professional services. Acena is a subsidiary of BAIP.
PROJECTS
In 6 months of 2019, BAIP and Acena carried out projects and signed new contracts in the Baltic States, Denmark, Norway, Kyrgyzstan, Bangladesh, Rwanda, Mauritius, Burundi, Burkina Faso, and other countries.
¹ Unaudited figures.
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Revenue of BAIP in 6 months of 2019 by countries
■ Lithuania ■ Kyrgyzstan ■ Burkina Faso ■ Rwanda ■ Bangladesh ■ Other
LITHUANIA AND EUROPE
During the reporting period, 58 percent of BAIP revenue came from projects in Lithuania. The company implemented IT infrastructure maintenance and modernisation agreements, various technological solutions and provided other services.
Acena implemented business intelligence solutions for its customers, including financial data, debt aging monitoring, sales performance, production data, Lean process metrics monitoring and interactive reporting. This will allow the customers to see business information in real-time and to make informed decisions.
SUBSAHARAN AFRICA
In the West African country of Burkina Faso, BAIP has completed the implementation of a high-performance climate change monitoring system. With the system in place, the West African Science Service Center on Climate Change and Adapted Land Use will be able to perform complex climate change modeling tasks in the West African region, enabling better preparation for food security-related challenges and mitigation of their potential consequences for the most affected countries, particularly those dependent on agriculture.
In Rwanda, BAIP implemented the payment and settlement system installation project at the National Bank of Rwanda and upgraded the network of Rwanda Revenue Authority.
SOUTH ASIA
In Bangladesh, BAIP with partners Norway Registers Development AS and Duomenu logistikos centras continued modernising Bangladesh National Data Center (NDC).
CENTRAL ASIA
In Kyrgyzstan, BAIP and ETRONIKA were implementing a project to modernize the provision of postal financial services. The companies are helping Kyrgyz Pochtasy, a state-owned company, to digitise and accelerate the provision of basic financial services to all residents of the country, including those living in remote areas.
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OTHER IMPORTANT EVENTS
During the reporting period BAIP acquired KYOCERA Black Belt service partnership status and became the leading authorized KYOCERA office equipment maintenance center in Lithuania. BAIP is currently the only organization in Lithuania that has obtained this level of Kyocera service partnership.
At the DELL Technologies Partner Awards ceremony in Vilnius, BAIP received the IT Transformation Partner of the Year Award, and Rédas Šimelis, Head of BAIP Technology Solutions, received a Personal Achievement award from DELL Technologies.
DELL Technologies Partner Awards achievements
BAIP has also strengthened its partnerships with NVIDIA, a manufacturer of High Performance Computing Systems (HPC) hardware, and RedHat, which develops open source cloud management solutions.
In April, BAIP hosted the 6th annual conference Technology and Resilience, which focused on preparing organizations for future technologies. BAIP critical IT infrastructure professionals and technology partners discussed the business format in SaaS, news in cloud technology, and shared experiences from the most exciting projects.
Conference „ Technology and Resilience“
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Acena lecturers also conducted three Power BI workshops with over 30 attendees from a variety of businesses and government agencies. The training provided the basics of modern business intelligence and instructed the participants on how to translate existing business data into visual and interactive reports.
In addition, during the first half of 2019, Microsoft certified the Vacation Process Automation Solution developed by Acena. This solution has attracted a great deal of interest from customers as it allows streamlining and automating the vacation process by reducing the time spent by each employee from 30 to 5 minutes per request. The solution can be tested for free at: https://powerapps.microsoft.com/en-us/partner-showcase/acena-vacation-process-automation/
Vacation Process Automation Solution sample
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IT SERVICES AND SOFTWARE. ALGORTIMU SISTEMOS
KEY PROFIT (LOSS) ITEMS, THOUSAND EUR¹
| ALGORITMŲ SISTEMOS | ||
|---|---|---|
| 1H 2018 | 1H 2019 | |
| Revenue | 1,189 | 1,064 |
| Gross profit | 1,032 | 983 |
| EBITDA | 17 | (52) |
| EBIT | 4 | (99) |
| Net Profit (Loss) | 1 | (115) |
KEY BALANCE SHEET ITEMS, THOUSAND EUR¹
| ALGORITMŲ SISTEMOS | ||
|---|---|---|
| 31.12.2018 | 30.06.2019 | |
| Tangible assets | 85 | 279 |
| Intangible assets | 1,738 | 1,735 |
| Other non-current assets | 86 | 88 |
| Current assets | 1,913 | 1,777 |
| of which cash | 468 | 138 |
| Total assets | 3,822 | 3,879 |
| Equity | 2,685 | 2,555 |
| Non-current liabilities | 0 | 390 |
| of which financial debt | 0 | 196 |
| Current liabilities | 1,137 | 934 |
| of which financial debt | 0 | 25 |
| Total liabilities and equity | 3,822 | 3,879 |
Algoritmų Sistemos develops smart city management and tax information systems, national tax and payment administration systems, e-health, social security, environmental protection, solutions for the education sector and other e-services and administration systems.
PROJECTS
In the 6 months of 2019, Algoritmų sistemos received 95 percent of revenue from Lithuanian market.
During the reporting period, the company signed an agreement with Vilnius University on the implementation of the second phase of an integrated Lithuanian language and writing resources information system project. Algoritmų sistemos was also active in municipal waste management as well as accounting and tax administration solution areas, and signed new agreements with municipalities on the implementation of tax and payments administration systems.
¹ Unaudited figures.
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The company also signed information system development contracts with the Lithuanian Science Council and the Gaming Control Authority under the Ministry of Finance of the Republic of Lithuania, and extended cooperation with Statistics Lithuania on the development and maintenance of additional information systems.
Furthermore, the company continued cooperation with the State Tax Inspectorate under the Ministry of Finance of the Republic of Lithuania, provided development and maintenance services of the Taxpayers' Electronic Education, Consulting and Information Services System, and developed the Personal Income Tax Information System. Algoritmu sistemos also carried on "Liepa 2" project development with Vilnius University.
In Bangladesh, Norway Registers Development AS, NRD Cyber Security and Algoritmu sistemos successfully implemented a cyber security capacity building project at Bangladesh Computer Council. The companies assisted Bangladesh in reviewing its national cyber security strategy, developing strategy for critical information infrastructure protection as well as creating cyber risk assessment framework for Critical Information Infrastructures (CIIs).
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^{}[]
IT SERVICES AND SOFTWARE. ANDMEVARA
KEY PROFIT (LOSS) ITEMS, THOUSAND EUR¹
| ANDMEVARA* | ||
|---|---|---|
| 1H 2018 | 1H 2019 | |
| Revenue | 657 | 652 |
| Gross profit | 623 | 566 |
| EBITDA | 2 | (67) |
| EBIT | (23) | (106) |
| Net Profit (Loss) | (37) | (153) |
KEY BALANCE SHEET ITEMS, THOUSAND EUR¹
| ANDMEVARA* | ||
|---|---|---|
| 31.12.2018 | 30.06.2019 | |
| Tangible assets | 25 | 88 |
| Intangible assets | 4 | 3 |
| Other non-current assets | 0 | 0 |
| Current assets | 900 | 687 |
| of which cash | 213 | 210 |
| Total assets | 929 | 778 |
| Equity | (72) | (229) |
| Non-current liabilities | 0 | 0 |
| of which financial debt | 0 | 0 |
| Current liabilities | 1,001 | 1,007 |
| of which financial debt | 530 | 683 |
| Total liabilities and equity | 929 | 778 |
- Represent results of Andmevara AS, Andmevara Services and Andmevara SRL.
Andmevara: Andmevara AS, Andmevara Services OÜ and Andmevara SRL are information technology companies operating in Estonia and Moldova, engaged in software development, digitization and a variety of IT solutions for local governments. The companies also provide IT infrastructure maintenance and customer support services.
During the reporting period, Andmevara AS received 99 percent of the revenue from the Estonian market and 1 percent from the Moldovan market. At the same time, Andmevara Services received 100 percent of its revenue in Estonia and Andmevara SRL – 100 percent in Moldova.
¹ Unaudited figures.
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ESTONIA
In the first half of 2019, Andmevara AS entered into a new agreement and extended its cooperation with the Estonian Ministry of Finance. The company also signed an agreement with the Estonian Patent Office for a solution for the provision of patient office services online.
Andmevara AS and its partners Trinidad Wiseman signed a contract with the Estonian Chamber of Notaries for the third phase of the e-Notary system development project.
In addition, Andmevara AS, together with Andmevara Services, continued digitization of the Estonian National Archives, implemented a digitization project at the Estonian Ministry of the Interior and the Estonian Geological Survey project.
MOLDOVA
In Moldova, Andmevara successfully completed digitisation of the archive of judicial cases of the Court of Chisinau.
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CYBERSECURITY. NRD CS (NRD CYBER SECURITY)
KEY PROFIT (LOSS) ITEMS, THOUSAND EUR¹
| NRD CS | ||
|---|---|---|
| 1H 2018 | 1H 2019 | |
| Revenue | 1,462 | 1,353 |
| Gross profit | 630 | 925 |
| EBITDA | 65 | 236 |
| EBIT | 55 | 184 |
| Net Profit (Loss) | 48 | 176 |
KEY BALANCE SHEET ITEMS, THOUSAND EUR¹
| 31.12.2018 | 30.06.2019 | |
|---|---|---|
| Tangible assets | 48 | 159 |
| Intangible assets | 140 | 116 |
| Other non-current assets | 164 | 22 |
| Current assets | 2,311 | 1,562 |
| of which cash | 920 | 330 |
| Total assets | 2,663 | 1,859 |
| Equity | 840 | 1,010 |
| Non-current liabilities | 0 | 166 |
| Of which financial debt | 0 | 104 |
| Current liabilities | 1,823 | 683 |
| of which financial debt | 0 | 15 |
| Total liabilities and equity | 2,663 | 1,859 |
NRD CS (NRD Cyber Security) is a cybersecurity technology consulting, incident response and applied research company. The company focuses on services for specialized public service providers, the finance industry and corporations with high data sensitivity.
PROJECTS
In 6 months of 2019, NRD CS implemented projects and signed new contracts in Lithuania, Cyprus, Ecuador, Egypt, Ruanda, South African Republic, Bangladesh and other countries.
¹ Unaudited figures
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Revenue of NRD CS in 6 months of 2019 by countries
LITHUANIA AND EUROPE
In the 6 months of 2019, NRD Cyber Security implemented cyber security and risk assessment, auditing, technology implementation and consulting projects.
In Cyprus, NRD CS consultants continued assisting the Cyprus National cyber security incident response team (CIRT), conducted specialised trainings.
SOUTH ASIA
In Bangladesh, NRD Cyber Security conducted a vulnerability assessment of new banking systems at the Bangladesh Bank.
Norway Registers Development AS, NRD Cyber Security and Algoritmuq sistemas successfully implemented a cyber security capacity building project at Bangladesh Computer Council. The companies assisted Bangladesh in reviewing its national cyber security strategy, developing strategy for critical information infrastructure protection as well as creating cyber risk assessment framework for Critical Information Infrastructures (CIIs).
SUBSAHARAN AFRICA
In Rwanda, NRD CS and BAIP experts implemented a data protection solution at the Rwanda Revenue Authority and developed security baselines for client operating systems, databases and network devices.
In the South African Republic, NRD CS assisted the University of Cape Town in structuring all cybersecurity related procedures and processes and establishing a Computer Security Incident Response Team (CSIRT).
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Meeting of NRD CS and the University of Cape Town representatives
NORTH AFRICA
In Egypt, NRD CS together with Norway Registers Development AS started implementing an agreement to establish a cyber security incident response team at the Central Bank of Egypt. The project includes the establishment of a Cyber Security Incident Response Team and Cyber Security Incidents Investigation Laboratory.
SOUTH AMERICA
In Ecuador, NRD CS together with Norway Registers Development AS launched a project funded by the Inter-American Development Bank (IDB) to help the Government of Ecuador to strengthen national cyber security capacity.
Meeting of NRD CS and Ecuador Government Representatives
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OTHER IMPORTANT EVENTS
In the first half of 2019, NRD CS experts organised and participated as speakers and lecturers in various cyber security conferences, seminars, discussions and Forums in Lithuania, the United Kingdom, Bangladesh, the USA, Croatia, Romania, and other countries.
NRD CS team at Information Security Europe 2019 conference
On 7-10 May 2019, NRD CS held the first training session as the ITU Center of Excellence. The training on the topic of Cybersecurity Management at National Level attracted participants from Croatia, Albania, Burundi and Cyprus.
On 4-6 June 2019, for the second time, NRD CS had its booth at the largest Information Security conference in Europe - Information Security Europe 2019. CEO of the company Dr Vilius Benetis gave two presentations on cybersecurity capacity building through CSIRT / SOC and presented the ITU-D research teams and their capabilities.
NRD CS event calendar and archive can be accessed at: https://www.nrdcs.lt/en/events/
NRD CS became a member of The North European Cybersecurity Cluster (NECC). Membership in this organization is expected to open up new partnership opportunities in Northern Europe.
In February 2019, NRD Cyber Security has been nominated as International Telecommunication Union (ITU) Centre of Excellence (CoE) in European region 2019-22 cycle. The Company will be providing training courses for ICT practitioners and policymakers, developing their cybersecurity competencies and knowledge.
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III. INFORMATION ABOUT SECURITIES
4. The order of amendment of Issuer's Articles of Association
The Articles of Association of INVL Technology may be amended by resolution of the General Shareholders' Meeting, passed by more than 3/4 of votes (except in cases provided for by the Law on Companies of the Republic of Lithuania).
During the reporting period the Articles of Association were amended once.
The Articles of Association of the Company have been amended in order to comply with the relevant provisions of the legal acts regulating the activities of the Company - the Law on Companies of the Republic of Lithuania and the Law of the Republic of Lithuania on Collective Investment Undertakings.
Currently actual wording of the Articles of Association of INVL Technology is dated as of 5 June 2019. The Articles of Association is available on the Company's website.
5. Structure of the authorized capital
Structure INVL Technology authorised capital as of 30 June 2019.
| 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 |
All shares are fully paid-up and no restrictions apply on their transfer.
Information about the Issuer's treasury shares
INVL Technology 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 used no services of liquidity providers during the reporting period. Starting 8 August 2016 Šiaulių bankas acts as market maker for INVL Technology shares. Under the agreement, Šiaulių bankas will provide liquidity on both bid and ask sides around the INVL Technology spread at least 85 percent of the trading time on the stock exchange, increasing market depth in this way.
6. Trading in Issuer's securities
Main characteristics of INVL Technology shares admitted to trading
INC1L
Nasdaq Baltic Listed
| Shares issued, units | 12,175,321 |
|---|---|
| Shares with voting rights, units | 12,175,321 |
| Nominal value, EUR | 0.29 |
| Total nominal value, EUR | 3,530,843.09 |
| ISIN code | LT0000128860 |
| LEI code | 5299006UHD9X339RUR46 |
| Name | INC1L |
| Exchange | AB Nasdaq Vilnius, XLIT |
| List | Baltic Secondary list |
| Listing date | 4 June 2014 |
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Trading in shares 2017 - 2019
| Price, EUR | 1 H 2017 | 1H 2018 | 1H 2019 |
|---|---|---|---|
| - open | 1.76 | 1.49 | 1.44 |
| - high | 1.76 | 1.70 | 2.10 |
| - low | 1.55 | 1.49 | 1.44 |
| - medium | 1.65 | 1.58 | 1.61 |
| - last | 1.60 | 1.58 | 1.72 |
| Turnover, units | 55,560 | 208,209 | 265,627 |
| Turnover, EUR | 91,471,12 | 329,017,10 | 428,753,01 |
| Traded volume, units | 192 | 191 | 305 |
Turnover and share price of INVL Technology
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7. Shareholders
7.1. INFORMATION ABOUT COMPANY'S SHAREHOLDERS
Shareholders who held title to more than 5% of INVL Technology authorised capital and/or votes as of 30 June 2019.
| Name of the shareholder or company | Number of shares held by the right of ownership, units | Share of the authorised capital held, % | Share of the votes, % | ||
|---|---|---|---|---|---|
| Share of votes given by the shares held by the right of ownership, % | Indirectly held votes, % | Total, % | |||
| LJB investments UAB, code 300822575, A.Juozapavičiaus str. 9A, Vilnius | 2,424,152 | 19.91 | 19.91 | - | 19.91 |
| Invalda INVL AB, code 121304349, Gynėjų str. 14, Vilnius | 1,749,984 | 14.37 | 14.37 | 1.83^{4} | 16.20 |
| Irena Ona Mišeikienė | 1,466,421 | 12.04 | 12.04 | - | 12.04 |
| Lietuvos draudimas AB, Code 110051834, J.Basanavičiaus str. 12, Vilnius | 909,090 | 7.47 | 7.47 | - | 7.47 |
| Kazimieras Tonkūnas | 675,452 | 5.55 | 5.55 | 1.53^{4} | 7.08 |
| Alvydas Banys | 618,745 | 5.08 | 5.08 | 19.91^{5} | 24.99 |
The total number of shareholders in INVL Technology was more than 3,300 on 30 June 2019. There are no shareholders entitled to special rights of control.
Shareholders as of 30 June 2019
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IV. ISSUER'S MANAGING BODIES
8. Structure, authorities, the procedure for appointment and replacement
In its activities the Company follows the Law on Companies, the Law on Securities, the Law relating to collective investment undertakings, Articles of Association of the Company and other legal acts of the Republic of Lithuania.
The management of INVL Technology was assumed by the management company INVL Asset Management on 14 July 2016, when the Bank of Lithuania issued the closed-ended type investment company licence (CEF) and the rights and duties of the Board and the head of the Company transferred to the Management Company. The Management Company shall be responsible for convocation and organisation of the general meeting of shareholders of the Company, giving notices about Material Events under the procedure set by legal acts, organisation of activities of the Company, proper management of information about activities of the Company and performance of other functions assigned to the Management Company. The Management Company can be replaced by a reasoned decision of the general meeting of shareholders of the Company. The Management Company shall be replaced after receipt of a prior permission of the Supervisory Authority.
Investment Committee was established for operational efficiency and investment control by the decision of the Board of the Management Company INVL Asset Management. Investment Committee is the collegial investment and management decision-making body responsible for adopting decisions on the management of the Company's assets and for the representation and protection of the Company's interests. The Investment Committee consists of four members: Kazimieras Tonkūnas (Chairman), Vytautas Plunksnis (member), Vida Tonkūne (member), Nerijus Drobavičius (member). The Investment Committee members are appointed and removed by resolution of the board of the Management Company. The Investment Committee conducts its activities in accordance with the Rules of the Investment Committee.
9. Information about members of the Board, Company providing accounting services
9.1. THE MANAGING BODIES OF THE ISSUER
The management of INVL Technology was assumed by the management company INVL Asset Management on 14 July 2016, when the Bank of Lithuania issued the closed-ended type investment company licence (CEF) and the rights and duties of the Board and the head of the Company transferred to the Management Company.
Darius Šulnis (the chairman), Nerijus Drobavičius and Vytautas Plunksnis are members of the Board of the Management company since 19 January 2015. During the reporting period (on 14th January 2019) the Board of Management Company was re-elected for the new 4 years of office, after the Bank of Lithuania granted their permission. The composition of the Board remained unchanged: Darius Šulnis (the Chairman), Nerijus Drobavičius and Vytautas Plunksnis. During the reporting period the Board of the Management company remained unchanged.
CEO of the Management Company INVL Asset Management is Laura Križinauskienė.
Under INVL Technology's Articles of Association, INVL Asset Management, which has assumed the management of the company, forms investment and advisory committees which also participate in the company's management in keeping with the mandates they are given.
Investment Committee operates from 14 July 2016. Members of the Investment Committee:
Kazimieras Tonkūnas
Chairman of the
Investment Committee
Vytautas Plunksnis
Member of the
Investment Committee
Vida Tonkūnė
Member of the
Investment Committee
Nerijus Drobavičius
Member of the
Investment Committee
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The task of the Advisory Committee is to provide the investment committee with a reasoned and factual opinion, thereby expressing an independent position on the investment decision, thus ensuring the interests and protection of the shareholders.
Advisory Committee operates from 18 April 2017. However, 26 March 2019 INVL Asset Management UAB, the management company of INVL Technology, received a notice from Mr. Virginijus Strioga on his resignation from the Advisory Committee of INVL Technology's as of 1 April 2019. The Board of INVL Asset Management UAB will elect a new shareholders' representative to the Advisory Committee of the closed-end investment company INVL Technology and this will be announced in a separate notice.
At the time of the release of the report, the Advisory Committee members are listed below
Alvydas Banys
Member of the Advisory Committee
Indrė Mišeikytė
Member of the Advisory Committee
Gintaras Rutkauskas
Member of the Advisory Committee
9.2. INFORMATION ABOUT THE AUDIT COMMITTEE OF THE COMPANY
The Audit Committee consists of 2 (two) independent members. The members of the Audit Committee are elected by the decision of the General Shareholders' Meeting. The members of the Audit Committee are proposed by the Management company and the shareholders of the company. The Audit Committee is elected for a four-year term of office.
The main functions of the Audit Committee are the following:
- provide recommendations to the Management company with selection, appointment, reappointment and removal of an external audit company of the Company as well as the terms and conditions of engagement with the audit company;
- monitor the process of external audit of the Company;
- monitor how the external auditor and audit company follow the principles of independence and objectivity;
- observe the process of preparation of financial reports of the Company;
- monitor the efficiency of the internal control and risk management systems of the Management company directly related to the management of the Company. Once a year review the need of the dedicated internal audit function for the Company within the Management company;
- monitor if the Management company gives due consideration to the recommendations or comments provided by the audit company regarding management of the Company;
- The Audit Committee reports its activities to the Company's ordinary General Shareholders Meeting by submitting a written report on Audit Committee activities during the last financial year.
Any member of the Audit Committee should have the right to resign upon submitting a 14 (fourteen) days written notice to the Management company. When the Management company receives the notice of resignation of a member of the Audit Committee and considers all circumstances related to the resignation, it may decide - either to convene an Extraordinary General Shareholders Meeting to elect new member of the Audit Committee, or to postpone the question on the election of the new member of the Audit Committee till the next General Shareholders Meeting of the Company. The new member is elected till the end of term of office of the operating Audit Committee.
THE AUDIT COMMITTEE BODIES
During the General Shareholders Meeting held on 27 April 2017, Dangutė Pranckėnienė, partner and auditor of Moore Stephens Vilnius, UAB and Tomas Bubinas, CFO at Biotechpharma UAB, were elected for the Audit Committee for the 4 (four) years of office term.
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Danguté Pranckéniené
Audit Committee member
Tomas Bubinas
Audit Committee member
9.3. INFORMATION ABOUT ACCOUNTING SERVICES COMPANY
14 July 2016 the Bank of Lithuania issued the closed-ended type investment company licence. Accounting services from this date are provided by the management company INVL Asset management (code 126263073, address Gyneju str. 14, Vilnius) and FINtime, UAB (code 304192355, address A.Juozapaviciaus st. 6, Vilnius).
10. 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
Since 14 July 2016 the management of INVL Technology was assumed by INVL Asset Management. The management fee will be payable to the management company. The management fee during investment period for a full quarter shall be 0.625 percent while after its end it shall be 0.5 percent of the weighted average capitalisation of the company. In addition, a Success fee may be paid to the management company in accordance with the Articles of Association. During the reporting period EUR 194 thousand management fee was calculated for the management company. Success fee has not been calculated.
The members of the Board of the Management Company and the members of the Investment Committee do not receive remuneration for these duties. They are paid the salary according to the employment contract with the Management Company. During 6 months of 2019 company's management bodies did not receive dividends or bonuses from the company. There were no assets transferred. no guarantees granted, no bonuses paid and no special payouts made by the company to company's management. No special benefits were also provided to the management bodies of the company.
In 6 months of 2019, the company paid no remuneration to the Management Company for accounting services, these services are included in the management fee.
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V. OTHER INFORMATION
- References to and additional explanations of the data presented in the annual financial statements and consolidated financial statements
All data is presented in the explanatory notes of the company's financial statements for 6 months of 2019.
- Agreements with intermediaries on public trading in securities
INVL Technology has the agreement with Šiaulių bankas AB (Seimyniskiu str. 1, Vilnius, Lithuania, tel. +370 5 203 2233) – the agreement on management of securities accounting and the agreement on dividends payment with these intermediaries.
The company has the agreement with SEB Bank (Gedimino av. 12, Vilnius, Lithuania, tel. +370 5 268 2800) regarding depository services.
- Information on Issuer's branches and representative offices
INVL Technology has no branches or representative offices.
- Information about 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 in view of the change of the control of the Company
There are no agreements of the Management company and the Members of the Investment and Advisory Committees, providing for compensation in case of the resignation or in case they are dismissed without a due reason or their employment is terminated in view of the change of the control of the company.
- A description of the principal advantages, risks and uncertainties
The main risk factors associated with the activity and securities of INVL Technology were described in the annual report for 2018 and they didn't change.
- Significant investments made during the reporting period
INVL Technology has acquired the Norwegian company Zissor, which provides media monitoring and digitization software development and services. The transaction was completed on 10 April this year through the company Novian, which is owned by INVL Technology. Following the transaction, Novian holds 100 percent of the shares in Zissor..
- Information about significant agreements to which the issuer is a party, which would come into force, be amended or cease to be valid if there was a change in issuer's controlling shareholder
There are no significant agreements of the company which would come into force, be amended or cease to be valid if there was a change in issuer's controlling shareholder.
- Information on the related parties' transactions
Information on the related parties' transactions is disclosed in Clause 17 of explanatory notes of financial statements for 6 months of 2019.
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INTERIM REPORT 6 MONTHS OF 2019
19. Information regarding transactions with related parties
In accordance with Article 37² of the Law on Companies of the Republic of Lithuania, we provide information on the transactions concluded by INVL Technology with related parties:
| Related party | Company's relationship with the other counterparty | Date and value of the transaction | Other information |
|---|---|---|---|
| NRD Systems UAB | |||
| code 111647812 | |||
| address Gynėjų 14, LT-01109, | |||
| Vilnius, Lithuania | |||
| Register of Legal Entities of Lithuania | NRD Companies AS | ||
| AS is 100% controlled by INVL Technology and controls 89.2% of NRD Systems UAB | 10 October 2018 INVL Technology acquired bonds of NRD Systems UAB for the amount of EUR 150,000. Maturity date 27 March 2019. | - | |
| NRD Systems UAB | |||
| code 111647812 | |||
| address Gynėjų 14, LT-01109, | |||
| Vilnius, Lithuania | |||
| Register of Legal Entities of Lithuania | NRD Companies AS | ||
| is 100% controlled by INVL Technology and controls 89.2% of NRD Systems UAB | 9 November 2018 INVL Technology acquired bonds of NRD Systems UAB for the amount of EUR 150,000. Maturity date 24 April 2019. | - | |
| NRD Systems UAB | |||
| code 111647812 | |||
| address Gynėjų 14, LT-01109, | |||
| Vilnius, Lithuania | |||
| Register of Legal Entities of Lithuania | NRD Companies AS | ||
| is 100% controlled by INVL Technology and controls 89.2% of NRD Systems UAB | 27 March 2019 INVL Technology acquired bonds of NRD Systems UAB for the amount of EUR 150,000. | - | |
| NRD Systems UAB | |||
| code 111647812 | |||
| address Gynėjų 14, LT-01109, | |||
| Vilnius, Lithuania | |||
| Register of Legal Entities of Lithuania | NRD Companies AS | ||
| is 100% controlled by INVL Technology and controls 89.2% of NRD Systems UAB | 17 April 2019 INVL Technology acquired bonds of NRD Systems UAB for the amount of EUR 250,000. Partial redemption (EUR 100,000) 19 June 2019 | - | |
| UAB NRD CS | |||
| code 303115085 | |||
| address Gynėjų 14, LT-01109, | |||
| Vilnius, Lithuania | |||
| Register of Legal Entities of Lithuania | 100% controlled company by INVL Technology | 10 May 2019 INVL Technology acquired bonds of NRD CS UAB for the amount of EUR 75,000. Maturity date 27 June 2019. | - |
| UAB FINtime | |||
| code 304192355 | |||
| address Gynėjų 14, LT-01109, | |||
| Vilnius, Lithuania | |||
| Register of Legal Entities of Lithuania | 100% controlled company by INVL Technology | 10 May 2019 INVL Technology acquired bonds of FINtime for the amount of EUR 75,000. | - |
| UAB FINtime | |||
| code 304192355 | |||
| address Gynėjų 14, LT-01109, | |||
| Vilnius, Lithuania | |||
| Register of Legal Entities of Lithuania | 100% controlled company by INVL Technology | 24 May 2019 INVL Technology acquired bonds of FINtime for the amount of EUR 50,000. | - |
| UAB FINtime | |||
| code 304192355 | |||
| address Gynėjų 14, LT-01109, | |||
| Vilnius, Lithuania | |||
| Register of Legal Entities of Lithuania | 100% controlled company by INVL Technology | 5 June 2019 INVL Technology acquired bonds of FINtime for the amount of EUR 120,000. | |
| Andmevara AS code 10264823, Parnu mnt 158 Tallinn Harjumaa 11317, Estonia | |||
| Estonian Centre of Registers and Information Systems | 100% controlled company by INVL Technology | 29 May 2019 INVL Technology acquired bonds of FINtime for the amount of EUR 100,000. |
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INTERIM REPORT 6 MONTHS OF 2019
20. Employees
At the end of 30 June 2019, as well as in 2018 INVL Technology did not have any employees because after the Bank of Lithuania issued the closed-ended type investment company operating license for Company on 14 July 2016, the management and all the functions earlier performed by the Company's employees were transferred to the Management Company.
INVL Technology Managing Partner
Kazimieras Tonkūnas
INVL TECHNOLOGY