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Acquisition of shareholding in OÜ Marsi Elu

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AS Tondi Kvartal, company belonging to group of companies of AS Pro Kapital
Grupp, has concluded the contract for purchase of minority shareholding of its
subsidiary OÜ Marsi Elu from Katmandu Stiftung, Liechtenstein company
controlled by Mr Ernesto Preatoni. 



Based on the contract AS Tondi Kvartal will buy 35% of the shares of OÜ Marsi
Elu as a result of which AS Tondi Kvartal will hold 100% of the share capital
of OÜ Marsi Elu. In addition AS Tondi Kvartal acquired the shareholder loan
(EUR 1 000 000) granted by the minority shareholder and accrued interest. 



OÜ Marsi Elu area of operations is real-estate development and the business of
the company is the development of the residential buildings located at Tondi
Residential Quarter in Tallinn on land plot Marsi 3, 3a and 3b. As of the
conclusion of the contract first two buildings Marsi 3 and Marsi 3b have been
completed and 43 apartments out of 62 apartments have been sold to the buyers.
Construction of the third building was started in June 2015 and is scheduled to
be completed in May 2016. Sale contracts have been signed for 12 apartments out
of 31 apartments in the third building. 



Main conditions of the contract are as follows:



AS Tondi Kvartal has bought 35% of OÜ Marsi Elu shares and acquired the
shareholder loan (EUR 1 000 000) granted by the minority shareholder and
accrued interest. 



Price of the shares is 360 570 EUR and AS Tondi Kvartal took the commitment to
pay in addition EUR 1 039 246,49 for the shareholder loan and accrued interest.
Payment shall be made in 10 days as of the settlement of the transaction which
took place on 28.12.2015. 



The transaction is considered to be a transaction with connected persons within
the meaning of the stock-exchange requirements. Members of the Issuer’s
supervisory board and management board are personally not interested in the
transaction. Shares were bought from Katmandu Stiftung, Liechtenstein company
controlled by Mr Ernesto Preatoni. Katmandu Stiftung is a shareholder of AS Pro
Kapital Grupp. Transaction was carried out on market terms. 



There is no effect on assets and liabilities of AS Pro Kapital Grupp arising
from the transaction as OÜ Marsi Elu financial position is already being
consolidated into the group financial reports. Net result of OÜ Marsi Elu
activities accounted for as minority shareholding will be included into
shareholders’ equity of AS Pro Kapital Grupp. 



Comment of CEO of AS Pro Kapital Grupp Paolo Michelozzi: “We are pleased with
the results of Tondi Residential Quarter development results, sales have been
good. Involving the minority shareholder in OÜ Marsi Elu project allowed us to
start with this project as the minority shareholder provided the project
company with all the equity financing needed to launch the project. Since then
the liquidity situation of the group has improved significantly and allows us
to buy back the participation of the minority shareholder. This transaction
will allow us to keep 100% of the development profit of OÜ Marsi Elu in the
group.” 



Additional information:



OÜ Marsi Elu is a real-estate development company established in 2014 for the
development of Marsi 3 / 3a / 3b residential buildings located in Tallinn. AS
Tondi Kvartal is a company established in 1997, which belongs 100% to AS Pro
Kapital Eesti. AS Pro Kapital Eesti is 100% subsidiary of AS Pro Kapital Grupp. 



More information on Tondi Residential Quarter can be found at www.tondilinna.ee


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