OREANDA-NEWS. April 21, 2016. AS Pro Kapital Grupp (hereinafter Pro Kapital) informed its investors on 02.04.2015 that the Supervisory Council of Pro Kapital has decided to approve the issue of secured, callable, fixed rate bonds by the Company (hereinafter the “Bonds”).

Based on the Supervisory Council decision dated 02.04.2015 the Management Board of Pro Kapital is authorized to issue the Bonds on the following main conditions:

  1. Pro Kapital will raise up to EUR 50,000,000 from the issuance of the Bonds (maximum amount);
  2. the nominal value of the Bonds is EUR 100,000;
  3. the Bonds will carry interest at a fixed rate, which shall not be higher than 8%, p.a.;
  4. the Bonds are expected to be issued in several tranches;
  5. the final redemption date of the Bonds will occur  in 5 years after the issue date of the first tranche of the Bonds (i.e. redemption date is 01.06.2020);
  6. the obligations and liabilities of Pro Kapital arising from the Bonds and related documents are secured by the first ranking security over the following assets:
    • all shares (including rights attached thereto) in the following companies owned by Pro Kapital and its subsidiaries (including all shares issued and acquired at any time in the future): AS Pro Kapital Eesti, Pro Kapital Latvia JSC, Pro Kapital Vilnius Real Estate UAB, PRO KAPITAL Germany GmbH, Pro Kapital Germany Holdings O?, O? Ilmarise Kvartal, Pro Halduse O?, O? Hotel Management Services, AS Tondi Kvartal, O? Marsi Elu, PK Hotel Management Services GmbH, “Kl?versala” SIA, “Tallina nekustamie ?pa?umi” SIA, "NEKUSTAMO ?PA?UMU SABIEDR?BA "ZVAIGZNES CENTRS"" SIA, “Hotel Management Services” SIA; In Vitam UAB; PK Invest UAB and Pro Kapital Bonum UAB;
    • three bank accounts are opened in connection with the issuance of the Bonds (escrow account, debt service account and deposit account);
    • if the aggregate outstanding amount of the Bonds will exceed EUR 25,000,000, the shares in AS Tallinna Moekombinaat will be additionally pledged;
  7. the Bonds issued are listed  at the corporate bond list on Nasdaq Stockholm and Bonds issued with next tranches are also planned to be listed at the corporate bond list on Nasdaq Stockholm; 

As of 20.04.2016 Pro Kapital has issued Bonds with total nominal value of EUR 14 300 000.

Pro Kapital Supervisory Council has on 20.04.2016 approved the main terms of the fourth subscription of the Bonds and Pro Kapital Management Board has on 20.04.2016 decided to announce the start of the fourth subscription process of the Bonds on the following main conditions:

  1. Pro Kapital targets issuing 150 Bonds with nominal value of EUR 100 000 per each Bond;
  2. Interest of the Bonds is 8% p.a;
  3. The obligations and liabilities of Pro Kapital arising from the Bonds and related documents are secured by the first ranking security over the following assets:
    • all shares (including rights attached thereto) in the following companies owned by Pro Kapital and its subsidiaries (including all shares issued and acquired at any time in the future): AS Pro Kapital Eesti, Pro Kapital Latvia JSC, Pro Kapital Vilnius Real Estate UAB, PRO KAPITAL Germany GmbH, Pro Kapital Germany Holdings O?, O? Ilmarise Kvartal, Pro Halduse O?, O? Hotel Management Services, AS Tondi Kvartal, O? Marsi Elu, PK Hotel Management Services GmbH, “Kl?versala” SIA, “Tallina nekustamie ?pa?umi” SIA, "NEKUSTAMO ?PA?UMU SABIEDR?BA "ZVAIGZNES CENTRS"" SIA, “Hotel Management Services” SIA; In Vitam UAB; PK Invest UAB and Pro Kapital Bonum UAB;
    • three bank accounts are opened in connection with the issuance of the Bonds (escrow account, debt service account and deposit account);
    • if the aggregate outstanding amount of the Bonds will exceed EUR 25,000,000, the shares in AS Tallinna Moekombinaat will be additionally pledged;
  4. The final redemption date of the Bonds will occur in 5 years after the issue date of the first tranche of the Bonds (i.e. redemption date is 01.06.2020);
  5. Issue price of 1 Bond shall be not less than 97% of the nominal value of the bonds. Issue price will be adjusted for the accrued but unpaid interest;
  6. The subscription period of the Bonds shall be 21.04.2016-29.04.2016 with the right to either shorten or prolong the subscription period;
  7. Pro Kapital reserves the right to issue more Bonds in case of oversubscription.

Bonds are offered for subscription to professional investors and the offering of the Bonds is not a public offering. This notice has been published to comply with the rule 7.6. of the Requirement for Issuers of NASDAQ Tallinn Stock-Exchange. Pro Kapital will inform its investors of the results of the third subscription after the results of the subscription are confirmed by the Management Board.

AS Pro Kapital Grupp investor presentation in regards to the Bond issue can be found on Pro Kapital website www.prokapital.com under section “Investors” starting from 21.04.2016.