Market announcement

Title

Start of the second subscription of debt securities

Message

AS Pro Kapital Grupp (hereinafter Pro Kapital) informed its investors on
02.04.2015 that the Supervisory Council of Pro Kapital has on 02.04.2015
decided to approve the issue of secured, callable, fixed rate bonds by the
Company (hereinafter the “Bonds”). Pro Kapital informed its investors on
27.05.2015 that it decided to issue Bonds with issue amount of EUR 7 000 000.
Pro Kapital informed its investors on 06.07.2015 that it has applied for
listing of the Bonds on Nasdaq Stockholm and the first day of trading is
expected to be on or about 8 July 2015. 



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 will be 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 OÜ, OÜ Ilmarise
        Kvartal, Pro Halduse OÜ, OÜ Hotel Management Services, AS Tondi Kvartal,
        OÜ Marsi Elu, PK Hotel Management Services GmbH, “Kl?versala” SIA,
        “Tallina nekustamie ?pašumi” SIA, "NEKUSTAMO ?PAŠUMU 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);
  7. if the aggregate outstanding amount of the Bonds will exceed EUR
     25,000,000, the shares in AS Tallinna Moekombinaat will be additionally
     pledged;
  8. the Bonds issued are listed  at the corporate bond list on Nasdaq Stockholm
     and Bonds issue with next tranches are also planned to be listed at the
     corporate bond list on Nasdaq Stockholm;



Pro Kapital Management Board has on 17.07.2015 decided to announce the start of
the second subscription process of the Bonds. Pro Kapital targets raising
minimum of EUR 5 000 000 with the second subscription tranche. 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 second subscription
after the results of the subscription are confirmed by the Management Board. 




         Allan Remmelkoor
         Member of the Management Board
         Tel.: +372 6144 920
         Email: [email protected]