AS Ekspress Grupp

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  • #311044 Reply

    Nauris Treigys
    Keymaster

    UAB DELFI, the subsidiary company of AS Ekspress Grupp, is selling its magazine publishing business and aims at concentrating on developing the online media. The magazine publishing business is being sold to company “GM Media Invest”.

    “In Lithuania we are well known as the leaders of the online media, thus have made a strategic decision to concentrate all our efforts on this particular field, on strengthening and expanding it”, Vytautas Benokraitis, UAB DELFI managing director, said.

    #312333 Reply

    Nauris Treigys
    Keymaster

    Dear shareholder of AS Ekspress Grupp

    Notice is hereby given that the Management Board of AS Ekspress Grupp (registry code 10004677, official address Parda 6, 10151 Tallinn) convenes the Special General Meeting of Shareholders, which will be held on 22nd of February, 2018 at 12:00 at the seat of AS Ekspress Grupp, in the city of Tallinn, Parda 6, 6th floor.

    The registration of participants in the Meeting will commence at 11:30 at the location of the Meeting.

    Pursuant to the decision of the Board of AS Ekspress Grupp, the Agenda of the Special General Meeting of Shareholders shall be as follows:

    1. Recall of members of the Supervisory Board

    2. Election of members of the Supervisory Board

    The Board of AS Ekspress Grupp present the following proposals to the shareholders regarding the agenda items:

    1. Recall of members of the Supervisory Board

    To recall Gunnar Kobin (isikukood 37104090222) from the Supervisory Board.

    2. Election of members of the Supervisory Board

    To elect Andre Veskimeister (isikukood 36707040262) as the Member of the Supervisory Board starting from the day of election.

    The circle of shareholders entitled to attend the Special General Meeting will be determined 7 days prior to the General Meeting, i.e. on 15th of February, 2018 at the end of the working day of the settlement system.

    All documents concerning the Special General Meeting of the Shareholders of AS Ekspress Grupp, including draft resolutions, are available on the homepage of AS Ekspress Grupp at http://www.egrupp.ee, as well as at the seat of AS Ekspress Grupp, Parda 6, Tallinn, 6th floor, on business days from 10:00 to 16:00 starting from the date of notification of the Special General Meeting until the date of the Special General Meeting (inclusive).

    At the General Meeting, the shareholders are entitled to receive information on the activities of AS Ekspress Grupp from the Management Board. If the Management Board of AS Ekspress Grupp refuses to provide information, the shareholders may demand that the General Meeting decide on the legitimacy of their demand, or submit, within two weeks, an application to court in proceedings on petition to require the Management Board to provide the information.

    Shareholders whose shares represent at least 1/20 of the share capital are entitled to present a draft resolution on each agenda item to AS Ekspress Grupp at least 3 days prior to the General Meeting, i.e. until 18th of February, 2018, by submitting it in writing to AS Ekspress Grupp, Parda 6, Tallinn 10151.

    Shareholders whose shares represent at least 1/20 of the share capital are entitled to request the inclusion of additional items in the agenda of the General Meeting of AS Ekspress Grupp, provided that the request is submitted 15 days prior to the General Meeting at the latest, i.e. until 6th of February, 2018, by submitting it in writing to AS Ekspress Grupp, Parda 6, Tallinn 10151.

    As at 29th of January, 2018, the share capital of AS Ekspress Grupp is 17 878 104.60 euros. The total number of shares is 29 796 841, with each share granting one vote. The right to vote is not granted to AS Ekspress Grupp’s 17 527 own shares.

    For the registration of participants in the Special General Meeting of Shareholders, we kindly ask:

    shareholders who are natural persons to present an identity document (e.g. passport or ID card) and representatives of shareholders who are natural persons to present an identity document and a written document certifying their authorisation;

    representatives of shareholders who are legal persons to present an extract (or other such document) from the relevant (commercial) register where the legal person is registered (issued no more than 7 days prior to presenting), and the identity document of the representative. In the case of legal persons registered in a foreign country, the extract from the register must be legalised or certified by an apostil, unless stipulated otherwise in international agreements. Transactional representatives of shareholders who are legal persons must, in addition to the aforementioned documents, present a written document certifying their authorisation. AS Ekspress Grupp may also register a shareholder who is a legal person in a foreign country as a participant in the General Meeting if all the required data concerning the legal person and the representative is contained in a notarised authorisation document issued in the foreign country and the authorisation document is acceptable in Estonia.

    Prior to the General Meeting, shareholders may give notice of the appointment of a representative and the withdrawal by the principal of the authorisation via e-mail to the address pirje.raidma@egrupp.ee or by delivering the aforementioned document(s) to the seat of AS Ekspress Grupp at Parda 6, Tallinn, 6th floor (on business days from 10:00 to 16:00) by 16:00 on 21st of February, 2018 at the latest, using the templates available on the homepage of AS Ekspress Grupp, http://www.egrupp.ee. Information on the procedure of appointment and revocation of the authorisation of representatives is available on the homepage of AS Ekspress Grupp, http://www.egrupp.ee.
    Attachments:
    EG_draft resolutions_ENG 22 02 2018.docx

    #312773 Reply

    Nauris Treigys
    Keymaster

    AS Ekspress Grupp and Suits Meedia OÜ have signed an agreement under which the activities of AS Ajakirjade Kirjastus will be reorganized. After the reorganization, the six monthly magazines and weekly magazine Kroonika, belonging to the AS Ajakirjade Kirjastus, will be published by Ekspress Meedia and the remaining publications of the publishing company will merge with the SL Õhtuleht.

    According to the agreement, Ekspress Meedia, the subsidiary of Ekspress Grupp, will take over the publishing of the monthly magazines (Eesti Naine, Anne ja Stiil, Pere ja Kodu, Oma Maitse, Tervis Pluss and Jana) and the weekly magazine Kroonika belonging to the AS Ajakirjade Kirjastus. AS Ajakirjade Kirjastus together with the rest of publications will be merged with AS SL Õhtuleht; after the merger the name of the new legal entity will be AS Õhtuleht Kirjastus. The merger will be completed in 2018. The transaction must be confirmed by the Competition Authority. Until then, the AS Ajakirjade Kirjastus will continue its activities separately. The ownership structure of the newly merged firm AS Õhtuleht Kirjastus will not change. As before, the Ekspress Grupp will own 50% and Suits Meedia 50% of the company.

    The reorganization will be carried out to enhance future perspectives of the magazines. The main goal of the reorganization is to create a better online-output of the content of printed magazines of Ajakirjade Kirjastus, integrating these more tightly with strong digital publishing platforms of the owning companies Eesti Ekspress and Suits Meedia. In 2018 it makes no sense to start contributing to the construction of a new large online center, rather it would be reasonable to find synergy with the existing platforms, i.e. Delfi and Õhtuleht. There is no intention to close any of the currently published magazines. For subscribers of magazines all subscriptions will remain as they are at the current moment.

    Ekspress Group’s 2016 consolidated revenue was 63 million euros including its joint ventures’ share 50%. Sales revenue of the magazines to be obtained 100% by Ekspress Grupp will be after the transaction fully recognized in the Group’s consolidated sales revenues. Their annual impact to the consolidated figures will be ca 2 million euros.

    #312794 Reply

    Nauris Treigys
    Keymaster

    n 22 February, 2018, the Special General Meeting of the Shareholders of AS Ekspress Grupp was held in Tallinn, Parda str 6.

    Out of 29 796 841 votes 21 692 737 votes were represented at the Meeting, i.e. 72,84% of the voting rights.

    The Special General Meeting of the Shareholders decided the following:

    1. Recall of members from Supervisory Board

    With 21 692 736 votes in favour to recall Gunnar Kobin from Supervisory Board from 22.02.2018

    2. Election of Members of Supervisory Board

    With 21 692 736 votes in favour to elect Andre Veskimeister as a new Supervisory Board member from 22.02.2018.

    #312946 Reply

    Nauris Treigys
    Keymaster

    The year 2017 was primarily a year of adaption for the Group. At the beginning of the year, changes took place in the managements of the parent company and three media companies domiciled in Estonia.

    The trend of users of all ages moving to Internet has become the new normality, creating new possibilities for our products on the one hand while leading to a decline of interest in printed newspapers, magazines and advertising products.

    All this requires an innovative approach and entry into new lines of business in order to keep pace with the changing needs and requirements of consumers. Constant and bold innovation has become the cornerstone of our activities, it offers excitement and enables us to survive and grow in a more competitive business environment.

    As the market leader of news portals in the Baltic States, Delfi continues to invest in new technology and IT solutions with the goal of improving the user experience of its readers and advertisers in various channels and platforms. In 2017, innovative technology was developed further, enabling to pay for fee-based content with one click. We believe that this technology will also have international success and in addition to taking part in the pilot project, we are also co-investors in Zlick Ltd.

    We have launched ad-free Delfi, enabling to read ad-free Delfi portal for a monthly fee. New separate mobile applications of our digital newspapers, various product packages as well as Delfi verticals have been introduced.

    The content produced by our companies has almost 75 000 digital subscribers with an access to content in all channels. It marks a strong entry into the market of digital subscribers. We are undoubtedly pioneers in our region, paving the way for the growth of paid content consumption in the Baltic States. This will help us offset the decline in paper revenue.

    Since last year, our media companies offer customers an option to buy advertising services ranging from the idea and execution to media space. We also provide programmatic advertising sales and in addition to online advertising, we offer the possibility to buy advertising in other local or international channels. At the year-end, we acquired the remaining 51% holding in Adnet Media, the largest online advertising multi-channel and advertising network in the Baltic States.

    As a new trend we have entered the event organising market. In addition to traditional media we are moving more into the entertainment sector, offering our current and new consumers also possibility to experience different events in addition to journalistic content. The greatest success stories include the Game of the Stars of the Estonian Basketball League in February; Ruja’s reunion concert at Tallinn Song Festival Grounds dedicated to the day of regaining independence of Estonia (attended by 14 000 people which was second best result in terms of the concert audience in Estonia in 2017); Kadri Voorand’s sold-out concerts in Nordea Concern Hall and preparations for the large-scale project “Idea for Lithuania” arranged by Delfi Lithuania in February 2018.

    We are taking major steps in the business line of digital outdoor advertising. We have actively increased our reach by developing the network of digital billboards. It will be easy to continue from here and focus on sales activities.

    In 2017, the activities of the Group’s media branch were supported by strong macroeconomic indicators in the Baltic States (primarily in Latvia). On the other hand we are also competing with large global giants such as Facebook and Google that grab a larger share of the market growth.

    The printing services sector experienced a downturn where the price pressure is extremely strong and the printing company with a focus on quality needs to aggressively expand its products and customer portfolio.

    In 2017, the Group’s consolidated revenue increased by 1% as compared to last year and totalled EUR 63.7 million. EBITDA was 21% lower than last year’s level, totalling EUR 6.7 million and the net profit totalled EUR 3.1 million.

    The management proposes to pay dividends for 2017 seven euro cents per share in total amount EUR 2.1 million.

    Ever-increasing price competition in the printing services segment, declining margins, lower delivery volumes of the home delivery company and increasing staff costs played a role in it. Significant impairment loss of books in the balance sheet of Ajakirjade Kirjastus, that had been published a few years earlier and whose circulations had been way too optimistic, had to be recognised.

    As the market of books is in a continuous downturn, the department of the book publishing of Ajakirjade Kirjastus was merged with the Group’s separate book publishing company Hea Lugu in the 4th quarter. Investments have been made in the online capability of Ajakirjade Kirjastus which has increased staff costs and which have had negative impact on the company’s last year’s profit.

    At the year-end, the unprofitable business line of magazines was sold in Lithuania which will enable to focus primarily on online activities and other lines of business that continue growing.

    On a positive note, online revenues grew in all countries and by 16% in Group total. Digital subscription revenue has increased by almost 50%. Online revenue now makes up almost 33% of the Group’s total revenue.

    The year 2018 will be a year of new hopes and expectations in several segments. Last year we made major investment decisions and this year should show the first results. In the media sector we are witnessing steady growth in all our companies. This year we will focus on increasing the revenue from digital subscribers. The business line of event organising has proven its viability in Estonia while Lithuania is also gaining momentum. In Latvia, the business of outdoor advertising is strongly underway. In the printing services segment we are expecting stabilisation and witness the effect of new investments on revenue and EBITDA. At the same time we are planning to increase the share of digital revenue in our portfolio – both from the basis of current media business as well as new ideas.

    In the consolidated financial reports 50% joint ventures are recognised under the equity method, in compliance with international financial reporting standards (IFRS). In its monthly reports, the management monitors the Group’s performance on a basis of proportional consolidation of joint ventures and the syndicated loan contract also determines the calculation of some loan covenants by proportional consolidation. For the purpose of clarity, the management report shows two sets of indicators: one where joint ventures are consolidated line-by-line 50% and the other where joint ventures are recognised under the equity method and their net result is presented as financial income in one line.

    FINANCIAL INDICATORS AND RATIOS – joint vent
    Attachments:
    EG_IV_kvartal_2017_ENG.pdf

    #313486 Reply

    Nauris Treigys
    Keymaster

    On Wednesday, March 21st 2018, Estonian Competition Authority gave its approval to a transaction, which enables Ekspress Grupp and Suits Meedia – the owners of Estonia’s largest magazine publisher AS Ajakirjade Kirjastus – reorganize the activity of the publishing company.
    According to the agreement made on February 20th this year, Ekspress Meedia, the daughter company of Ekspress Grupp, will take over the publishing of monthly magazines belonging to the company (Eesti Naine, Anne ja Stiil, Pere ja Kodu, Oma Maitse, Tervis Pluss and Jana) and the weekly magazine Kroonika. AS Ajakirjade Kirjastus together with the rest of the publications will be merged with AS SL Õhtuleht and after merging, the companies will continue under the name AS Õhtuleht Kirjastus.
    According to Mari-Liis Rüütsalu, the head of the board of Ekspress Grupp, the merging activities will begin immediately after the approval of the Competition Authority and will be finished by October at the latest. „The main goal of the reorganization is to give the paper publications of Ajakirjade Kirjastus a better output in the internet and support the co-operation between the publications and the strong web platforms of Ekspress Grupp and Suits Meedia. In 2018, it is not reasonable to begin constructing a new large web centre, instead it is sensible to offer the reader quality content in co-operation with existing platforms, that is Delfi and Õhtuleht,” Rüütsalu explained the background of the transaction.
    None of the magazines issued will be closed: the strong and loved media brands of Ajakirjade Kirjastus will continue being published, but their content will be more accessible to the readers. The six monthlies and Kroonika will be available on the website of the market leader Delfi. Õhtuleht on the third position will be able to strengthen itself with the content of three monthlies, crosswords and the weeklies, which are well compatible with its profile.
    For the subscribers, all magazine subscriptions will remain unchanged. The price of the subscriptions will not change as the result of the reorganization.
    AS Ajakirjade Kirjastus was founded in 2000, the market leader of publishing magazines in Estonia publishes 36 editions with a total of more than 600 000 readers. The company employs 150 people. In 2016, the sales revenue of Ajakirjade Kirjastus was 9,2 million Euros. The largest publications of Ajakirjade Kirjastus are Eesti Naine (18 900 copies), Nipiraamat (17 000 copies), Pere ja Kodu (12 400 copies), Kodukiri (12 300 copies) and Anne & Stiil (11 900 copies) and weeklies Teleleht (37 000 copies), Kroonika (33 400 copies) ja Naisteleht (28 900 copies).

    Ajakirjade Kirjastus is owned in equal shares by Ekspress Grupp and Suits Meedia.

    #313711 Reply

    Nauris Treigys
    Keymaster

    AS Ekspress Grupp presents its audited Annual Report for 2017 together with Independent Auditors’ Report. The same is available on NASDAQ OMX Tallinn Stock Exchange’s web site, as well on issuer’s home page http://www.egrupp.ee

    Attachments:
    Ekspress Grupp AS consolidated annual report 2017 ENG.pdf

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