Kalev stiffed by notary, buys biscuit maker

  • 2004-01-08
  • From wire reports
TALLINN - An Estonian notary official refused to endorse the minutes of a general shareholders' meeting at the Kalev confectionery at the insistence of a minority shareholder, AS Milestone, who was protesting the meeting's legitimacy.

"The notary Aivar Mesikapp did not endorse the minutes of our general meeting," Kalev lawyer Allan Viirma said.
The notary was present at the meeting out of legal necessity and a request by Milestone.
However, Milestone asked Mesikapp to postpone endorsement of the meeting's minutes until the legal debate over the competence of the meeting to make decisions, as well as over the quorum and non-voting shares, had been settled.
In Milestone's opinion, the quorum of the general meeting should not include votes rising from several legal entities - OU Linderin Grupp, OU Cassel Grupp, OU Mailtec, OU Proovikivi, Tallinna Piimatoostuse AS, OU Catwees, OU Halliktee, OU Lugosta, OU Zintost and Margus Kangur - as they are connected with company CEO Oliver Kruuda.
Milestone has been battling Kruuda over the latter's failure to make a buyout offer to minority shareholders since Kruuda, claims Milestone, controls over 50 percent of Kalev's shares.
As a result, the votes by the abovementioned legal entities should not be included in the quorum of the general meeting and not taken into consideration in voting, Milestone said.
Kalev also announced at the end of December that it had signed an agreement to buy Jarle, a major Estonian biscuit maker, for 12.4 million kroons (790,000 euros).
Jarle produces cookies and pastries on two premises in Johvi and Kivioli.
Kalev said the aim of the acquisition of Jarle was to make a vigorous entry in the local biscuitsmarket and to launch operations in the bread sector in accordance with Kalev's long-term strategy.
Jarle took out a loan of 13 million kroons from Sampo Bank, and at the end of November 9.2 million kroons was still outstanding.
In 2002 Jarle posted sales of 49.5 million kroons and a profit of nearly 1 million kroons.