Decision to issue non-convertible bonds by private placement

Pro KapitalAS Pro Kapital Grupp (hereinafter Pro Kapital) informed on 22 May 2020 that the Supervisory Council of Pro Kapital has on 21 May 2020 decided to approve the issue of unsecured, callable, fixed rate non-convertible bonds by the Company (hereinafter the “Bonds”).

Management Board of Pro Kapital decided on the 28 May 2020 to launch the subscription for up to 3 661 521 Bonds. In the first tranche of the Bond issue, Pro Kapital plans to issue Bonds with the aggregate nominal value of at least 5 000 000 euros. The subscription period of the bonds starts on 29 May 2020 and ends on 7 July 2020. Bonds are offered in a manner that the offer is not deemed as public offer of securities in the meaning of the regulation (EU) 2017/1129 and applicable laws. The offer is made to a limited number of investors who own at least 10 010 euros worth of Pro Kapital convertible bonds (3 575 Pro Kapital convertible bonds per investor). Bonds are offered only to investors who are sent an invitation to participate in the subscription. The Bonds have the maturity of 4 years and bear annual interest of 8%, payable semi-annually. Bonds are unsecured and non-convertible.

In case of subscription of all of the Bonds the aggregate nominal value of the Bonds shall be 10 252 258.80 euros (3 661 521 Bonds, each having the issue price and nominal value of 2.80 euros).

The Bonds may be subscribed for only in exchange for the existing Pro Kapital convertible bonds with the following ISIN codes: EE3300104033, EE3300106574, EE3300108711, EE3300109248, EE3300109917, EE3300110048 and EE3300109982 (hereinafter the Existing Bonds), which have not been redeemed as at the date of issue of the Bonds. The exchange rate is 1:1. Thus, Pro Kapital will thereby acquire the Existing Bonds in the amount equal to the Bonds to be issued. After issuing the Bonds, the Existing Bonds shall be cancelled. Bond issue and the acquisition of the Existing Bonds in such way means that the Bonds are subscribed for by way of a non-monetary payment.

Pro Kapital shall inform of the results of the subscription with the separate notice.

This notice is published in accordance with the article 7.6. of the “Requirements for Issuers” of Nasdaq Tallinn, the EU market abuse regulation and other applicable requirements. This notice is not an offer to subscribe the Bonds.

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