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TLN: Public Offering of Shares in AS Pro Kapital Grupp

Spekuliantai.lt | 2012-08-27 | NASDAQ OMX biržų naujienos | perskaitė: 1039
TLN: Public Offering of Shares in AS Pro Kapital Grupp

NASDAQ OMX Tallinn Initial public offering 27.08.2012

Public Offering of Shares in AS Pro Kapital Grupp

Tallinn, Estonia, 2012-08-27 08:00 CEST (GLOBE NEWSWIRE) --

Pro Kapital Grupp (registration number 10278802; registered address at Põhja
pst 21, Tallinn, 10414, Estonia) (the “Company”) is a leading Estonian real
estate development company with a focus on modern large-scale commercial and
residential real estate projects in the capitals of Estonia, Latvia and
Lithuania. Since its establishment in 1994, the Company has completed 20
development projects. Several of the Company’s projects have been milestones in
the Baltic real estate market. The Company is managed by an experienced team
with more than 15 years of experience in the real estate markets of the Baltic
States. The Company employs over 140 people in Estonia, Latvia, Lithuania and
Germany. In 2011, the Company’s revenue was approximately EUR 17.5 million and
net profit EUR 50.1 million.

The improving economic environment in the Baltic States allows the Company to
proceed with new development projects as the increased consumer confidence and
improved availability of financing increase the demand for both residential as
well as retail real estate. The management of the Company believes that after
bottoming-out during 2009 and 2010, the real estate market in 2012 in Estonia,
Latvia and Lithuania will continue moderate growth that was observed in 2011,
following economic recovery in the Baltic States.

The public offering of shares in the Company takes place during the period from
27 August to 7 September 2012 in Estonia, Latvia, Lithuania and Italy. The
purpose of the public offering is to obtain additional equity financing for the
Group’s real estate development activities. Please see the offering and listing
prospectus (“Prospectus”) for additional information on the planned use of
proceeds from the public offering.

Offer Shares

The offering consists entirely of newly issued shares. The Company is offering
up to 37,000,000 newly issued shares of the Company with the nominal value of
EUR 0.2 each (the “Offer Shares”). The offering of the Offer Shares is made (i)
to the public in Estonia, Latvia and Lithuania (the “Retail Offering”) and (ii)
to qualified investors in and outside of Estonia, Latvia and Lithuania (the
“Institutional Offering”; the Retail Offering and the Institutional Offering
are hereinafter jointly referred to as the “Offering”).

AS LHV Pank (the “Global Coordinator”) has an option to require the Company to
issue up to an additional 1,000,000 new Shares (the “Over-Allotment Shares”) in
the course of the Offering at the same time with the issuance of the Offer
Shares for purposes of covering possible over-allotments.

The sizes of the Institutional Offering tranche and the Retail Offering
tranche, including the amount of Offer Shares to be allocated to Estonian
investors in the Retail Offering, have not been pre-determined. The total
amount of Offer Shares to be allocated as part of the Institutional Offering
and the Retail Offering will be determined by the Company, in consultation with
Porta Finance UAB (the “Advisor”) and Global Coordinator, in the allocation
process after the end of the offer period (“Offer Period”) (please see the Key
Dates below).

Assuming that all 37,000,000 Offer Shares and Over-Allotment Shares will be
subscribed for and issued and none of the convertible bonds issued by the
Company have been converted to shares, the share capital of the Company would
be EUR 18,237,084.40 represented by 97,185,422 shares of the Company (the
“Shares”) with the nominal value of EUR 0.2 each and the Offer Shares would
represent 41.67% of the share capital of the Company.

The Company has filed an application with the NASDAQ OMX Tallinn regarding the
listing of the Shares on the Main List of the NASDAQ OMX Tallinn (the
“Listing”).

Key Dates

Start of the Offer Period 27 August 2012 at 10 am
End of the Offer Period 7 September 2012 at 4
pm
Offer Price and allocation of Offer Shares is on or about 10
determined and published September 2012
Settlement of Offer Shares on or about 13
September 2012
Trading in Shares commences on the Main List of the on or about 14
NASDAQ OMX Tallinn September 2012

Subscription for the Offer Shares

In the course of the Retail Offering in Estonia the Offer Shares are offered to
all natural and legal persons who are not considered as qualified investors.
All such persons are entitled to subscribe for the Offer Shares during the
Offer Period (please see the Key Dates above).

In order to subscribe for the Offer Shares, the investor must have opened a
securities’ account with the Estonian Central register of Securities (“ECRS”).
A securities’ account may be opened with the ECRS via any of the following
securities’ account administrators (the “Custodians”):

AS LHV Pank Danske Bank A/S Eesti filiaal
AS Citadele banka (acting via its Estonian Versobank AS
branch)
AS Eesti Krediidipank AS SEB Pank
Swedbank AS Tallinna Äripanga AS
Nordea Bank Finland Plc Eesti filiaal

In order to subscribe for the Offer Shares, the investor must submit a
subscription undertaking via the Custodian, which administers the securities’
account of such investor. The subscription undertaking must be submitted in
accordance with the terms and conditions set out in the Prospectus (please see
below). The investor may use any method that the Custodian, which administers
the securities’ account of such investor, offers to submit the subscription
undertaking (e.g. through a bank’s branch, over the Internet or by other
means).

Offer Price

The Offer Price will be determined by the Company in consultation with the
Advisor and the Global Coordinator after the completion of the book-building
process directed at institutional investors. The Offer Price is expected to be
between the price range of EUR 1.90 and EUR 2.05.

The subscription undertakings are only allowed to be submitted at the upper
limit of the price range of 2.05 EUR per each Offer Share the investor wants to
subscribe for.

Prospectus

The English language Prospectus for the Offering and Listing and its Estonian
language summary are available in an electronic form on the website of the
Estonian Financial Supervision Authority (www.fi.ee) and on the website of the
Company (www.prokapital.com/investors). The Prospectus and its Estonian
language summary are also available without charge as a paper copy as of 27
August 2012 at the office of the Company at Põhja pst 21, 10414 Tallinn,
Estonia, and the office of the Global Coordinator at Tartu mnt 2, Tallinn
10145, Estonia. In addition, the Prospectus is also available without charge as
a paper copy at the offices of the Global Coordinator at (i) Duntes iela 6,
Riga, LV-1013 Latvia and (ii) Gyneju 16, Vilnius, LT-01109 Lithuania. Any
interested party may request the delivery of a copy of the Prospectus and its
Estonian language summary without charge by calling (+372) 6144920. If any
questions arise while making an investment decision, the investor should
consult a professional financial advisor.



Lead Advisor to the Company Global Coordinator and Book-runner
Porta Finance UAB AS LHV Pank



NASDAQ OMX
Baltic Market
Issuer Services
+372 640 8800
www.nasdaqomxbaltic.com

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