Börsiteade

Pealkiri

Pro Kapital has concluded the contract for sale of Tallinn and Riga hotels

Teade

AS Pro Kapital Grupp informs that group companies have on 25.07.2017 concluded
the contracts for the sale of group hotels PK Ilmarine and PK Riga (hereinafter
also referred as Transaction). The object of the Transaction is the sale of
both operating activities and real-estate of hotels. 

Transaction concerning Estonian segment involved the sale of 100% shares of OÜ
Hotel Management Services (operator of PK Ilmarine hotel) and sale of
real-estate used by PK Ilmarine hotel, including parking. Transaction is
completed, ownership of assets relating to hotel are transferred. 

Transaction concerning Latvian segment involved the conclusion of sale contract
for sale of 100% shares of SIA Hotel Management Services (operator of PK Riga
hotel) and sale of 100% shares of SIA Investhotel (owner or real-estate of PK
Riga hotel). Completion of the Transaction is dependent on conditions to be
fulfilled by the buyer, buyer has until 30.09.2017 to complete the conditions. 

Buyers of the real-estate related assets are Sisne Invest OÜ in Estonia and SIA
Sisne Invest Riga in Latvia and buyers of hotel operating activity are
companies connected to BBH Hotel Group OÜ, Transaction is not a transaction
with related party in the meaning of the stock-exchange rules and the issuers
council and management board are not personally interested in the Transaction.
Estimated amount of the Transaction is 12 957 777 EUR, of which 6 878 741  EUR
is the amount allocated to PK Ilmarine hotel (Estonia) and base price of PK
Riga hotel (Latvia) is 6 079 036 EUR. Exact price of Latvian Transaction will
be determined upon closing of the Transaction, as the price is dependent on
result of economic activity of the hotel as of the closing. 630 000 EUR has
been paid upon signing and the rest will be paid upon closing of the Latvian
Transaction. 

AS Pro Kapital Grupp CEO Paolo Michelozzi comment: “The goal of the Transaction
(including the disposal of the shares) is to exit Tallinn and Riga hotel market
which has not been a core business for the group. Tallinn and Riga hotel market
is in positive state, so for us it is the right moment for the exit. Our goal
is to concentrate on development of residential and commercial real-estate and
to use the monetary resources received from the Transaction to speed up the
development of our core business, in the market which has positive trends”. 

The influence of the Transaction on the group is as follows: based on 2016
financial results the group revenue will decrease by 3,1 MEUR (includes only
revenue of operators as SIA Investhotel revenue consists of internal group
revenue) and net profit will decrease by 0,9 MEUR, at the same time based on
2016 financial results the financial liabilities of the group will decrease by
6,1 MEUR and cash assets will increase by 6,9 MEUR. 

Disposed company’s last 3 year financial results and other information required
by stock-exchange rules: 



         Hotel Management Services OÜ     Hotel Management Services SIA    SIA
Investhotel (Latvian 
              (Estonian operator)               (Latvian operator)          
real estate company) 
--------------------------------------------------------------------------------
------------------- 
             2016       2015       2014       2016       2015       2014    
2016     2015     2014 
--------------------------------------------------------------------------------
------------------- 
Revenu  1 617 421  1 508 130  1 519 035  1 446 771  1 507 433  1 485 569  591
835  587 329  595 212 
es 
--------------------------------------------------------------------------------
------------------- 
Net       104 113     46 623     99 773     23 290     70 217     93 075  305
500  300 879  291 715 
 profi 
t 
--------------------------------------------------------------------------------
------------------- 
Divide          0          0          0          0          0          0       
0        0        0 
nd per 
 share 
--------------------------------------------------------------------------------
------------------- 
Basic     104 113     46 623     99 773       0,41       1,23       1,64    
0,31     0,30     0,29 
 and 
 dilut 
ed 
 earni 
ngs 
 per 
 share 
--------------------------------------------------------------------------------
------------------- 
Shareh  100% AS Pro Kapital Eesti        100% AS Pro Kapital Latvia       100%
AS Pro Kapital 
older                                                                     
Latvia 
--------------------------------------------------------------------------------
------------------- 
Releva  none                             None                             none 
nt 
 court 
 cases 
--------------------------------------------------------------------------------
------------------- 
Board   Ervin Nurmela                    Olga Rudzika, Ilona Ahramovica,  Ilona
Ahramovica, Allan 
 membe                                    Paolo Michelozzi                
Remmelkoor, Paolo 
rs                                                                        
Michelozzi 
--------------------------------------------------------------------------------
------------------- 
Counci  none                             None                             none 
l 
 Membe 
rs 
--------------------------------------------------------------------------------
------------------- 



Disposed company’s annual reports of last two year in comparable table form are
in the file attached to the notice 

After the end of last financial year no materials changes have occurred in
economic activity of the companies. 

The loans of disposed companies as of 30.06.2017:

SIA Investhotel loan balance in SIA Swedbank was 2 696 935 eurot.

As of closing the Transactions all contracts between issuer and disposed
companies are terminated. Issuer shall conclude with the buyers the fix term
license agreement for use of PK Hotels, PK Ilmarine hotel and PK Riga hotel
trademarks. Due to the sale of PK Ilmarine hotel operator Head of Legal of Pro
Kapital Ervin Nurmela resigned from the management board of OÜ Hotel Management
Services and persons related to buyer were elected as new board members. Boards
of companies related to Latvian Transaction will continue to serve as board
members until closing of Latvian Transaction. 

As the result of the Transaction Pro Kapital will exit Tallinn hotel market and
after closing of Riga hotel Transaction will exit also from Riga hotel market. 


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