Changes to the Issue Terms of unsecured bonds of AS Pro Kapital Grupp

AS Pro Kapital Grupp (hereinafter referred to as the Issuer) has issued 3 459 081 unsecured bonds with ISIN EE3300001676 (hereinafter the Bonds) in the total value of 9 685 426.80 euros. The Bonds bear 8% interest and their Redemption Date before changing the Issue Terms is 31 October 2024. The bonds are traded on the Nasdaq Tallinn stock exchange.

The Issuer proposed to the Investors to change the Issue Terms of the Bonds (disclosed in notice from 20 August 2023). According to the Issue Terms, the Investors’ Resolution to amend the Issue Terms is deemed to have been adopted if on the last day of the voting period at least 50% of all votes represented by the Bonds are in favour of such amendment. The voting period ended on 20 September 2023 and the majority of Investors has decided to amend the Issue Terms as follows:

1. Section 1.1.18 of the Issue Terms shall be amended as follows:

"1.1.18. Redemption Date means 31 October 2026, by which date the Issuer shall redeem all Bonds issued under the Issue Terms. The Issuer may unilaterally postpone the Redemption Date by two years at most (i.e. to 31 October 2028) by making a respective announcement via Nasdaq Tallinn Exchange by 30 September 2026 at the latest.”

2. Section 6.1 of the Issue Terms shall be amended as follows:

"6.1. The Bonds shall bear a fixed interest at the rate of 8% (eight per cent) per annum until 31 October 2024 (included) and 9% (nine per cent) per annum as of 1 November 2024 applied to the outstanding (i.e. unredeemed) denomination value of the Bonds from, but excluding, the Value Date of the particular Tranche up to and including the Redemption Date or the date of Early Redemption.”

According to voting results, the Management Board of the Issuer has approved the amendments to the Issue Terms of the Bonds on 22 September 2023. The amended Issue Terms will be announced and made public via the Nasdaq Tallinn stock exchange, and also forwarded to the Register.

In relation to the Investors’ decision to amend Issue Terms as described above, the Issuer will invoke its right to partial Early Redemption of the Bonds. On 31 October 2024, the Issuer will redeem on 15% of the denomination value of all the Bonds pro rata (the number of the Bonds will not change) and pay each Investor 0.42 euros per each Bond. As of 1 November 2024, the new denomination value of the Bonds will be 2.38 euros per Bond. The Issuer will announce the decision for Early Redemption and its exact conditions in a separate notice.

Amended Issue Terms are attached to this notice.

Edoardo Axel Preatoni
Member of the Management Board
Tel +372 6144 920
Email: prokapital@prokapital.ee

Attachment

• PKG.Amended-Unsecured-Bond-Terms_22.09.2023