Börsiteade

Pealkiri

Notice on Public Offering and Admission to Trading of Shares of AS Pro Kapital Grupp and on the Increase of Share Capital of AS Pro Kapital Grupp

Teade

19 September 2017



AS Pro Kapital Grupp (register code 10278802, registered address Sõjakooli 11,
11316, Tallinn; hereinafter Pro Kapital Grupp) hereby announces a public
offering of Pro Kapital Grupp shares and informs about the contemplated
admission to trading of the shares on the regulated market operated by Nasdaq
Tallinn AS (register code 10359206 registered address Tartu mnt 2, 10145
Tallinn) (hereinafter regulated market). 

Public Offering of Shares

Pro Kapital Grupp offers publicly up to 6,000,000 shares of Pro Kapital Grupp
with the nominal value of EUR 0.2 per share. The shares are the ordinary shares
of Pro Kapital Grupp (ISIN code EE3100006040), which will be issued in a
dematerialised book-entry form. 

The shares will be offered at a price in the range of EUR 1.80 to 2.30 (i.e.
EUR 1.80, EUR 1.90, EUR 2.00, EUR 2.10, EUR 2.20 or EUR 2.30) per one share, of
which EUR 0.2 is the nominal value of one share and the rest is the issue
premium. The final offer price will be determined by the supervisory council of
Pro Kapital Grupp within three business days after the subscription period. The
time schedule of the offering of the shares is as follows: 

Start of the offer period       20 September 2017 at 10:00 (Tallinn time)       
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The list of existing            4 October 2017 at the end of working time of the
 shareholders with a             Estonian Register of Securities (Est. Eesti    
 pre-emptive right to            väärtpaberite register) (or at 23:59 (Tallinn  
 subscribe for the shares is     time) if the Estonian Register of Securities   
 fixed                           has not joined TARGET2-Securities by that date)
--------------------------------------------------------------------------------
End of the offer period         4 October 2017 at 16:00 (Tallinn time)          
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Decision on the allocation of   6 October 2017                                  
 shares                                                                         
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Settlement of the allocated     10 October 2017                                 
 shares (under temporary ISIN                                                   
 code)                                                                          
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Pro Kapital Grupp submits:      10 October 2017                                 
(a)   an application to                                                         
 register the shares in the                                                     
 Estonian Register of                                                           
 Securities;                                                                    
(b)   an application to the                                                     
 commercial register (Est.                                                      
 äriregister) to register the                                                   
 increase in the share capital                                                  
 of AS Pro Kapital Grupp.                                                       
--------------------------------------------------------------------------------
The issuance of the shares is   On or about 17 October 2017                     
 completed                                                                      
--------------------------------------------------------------------------------
Start of trading with shares    On or about 19 October 2017                     
 on the regulated market                                                        
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The increase of the share capital shall take place and the rights attached to
the shares shall arise after the increase of the share capital is registered in
the commercial register (Est. äriregister). 

Admission to Trading of Shares

Pro Kapital Grupp shall submit an application to the Listing and Surveillance
Committee of the regulated market operated by Nasdaq Tallinn AS on 10 October
2017 for the admission to trading of the 6,000,000 shares that are being
offered in the course of the public offering. While every effort will be made
and due care will be taken in order to ensure the admission to trading of the
shares, Pro Kapital Grupp cannot ensure that the shares are admitted to
trading. 

Availability of Prospectus

The public offering and admission to trading prospectus of Pro Kapital Grupp
shares can be obtained in electronic format from Pro Kapital Grupp website
http://prokapital.com/investors/shareholders/legal-documentation/?lang=en and
from the website of the Financial Supervision Authority
http://www.fi.ee/index.php?id=14925. 

The address to which investors shall refer, to ask for a paper copy of the
prospectus is Sõjakooli 11, 11316, Tallinn or submit a request for a paper copy
via e-mail indicated below. 

Before investing into Pro Kapital Grupp shares we ask you to acquaint yourself
with the whole prospectus. 

Increase of Share Capital

The supervisory council of Pro Kapital Grupp has adopted six resolutions, dated
19 September 2017, regarding the increase of the share capital of Pro Kapital
Grupp. Each resolution shall increase the share capital of Pro Kapital Grupp by
issuing 6,000,000 new shares under a different issue price. The issue price of
the shares issued under each resolution is respectively: 



1.     EUR 1.80 (EUR 0.2 as the nominal value and EUR 1.6 as share premium) for
each share; 

2.     EUR 1.90 (EUR 0.2 as the nominal value and EUR 1.7 as share premium) for
each share; 

3.     EUR 2.00 (EUR 0.2 as the nominal value and EUR 1.8 as share premium) for
each share; 

4.     EUR 2.10 (EUR 0.2 as the nominal value and EUR 1.9 as share premium) for
each share; 

5.     EUR 2.20 (EUR 0.2 as the nominal value and EUR 2.0 as share premium) for
each share; 

6.     EUR 2.30 (EUR 0.2 as the nominal value and EUR 2.1 as share premium) for
each share; 

The remainder of the conditions of the resolutions to increase the share
capital are identical and have been adopted as follows: 

1.     the number of new shares: 6,000,000;

2.     the nominal value of each new share: EUR 0.2;

3.     the amount of the increase of the share capital: EUR 1,200,000
(6,000,000 shares) (the amount of the share capital after the increase shall be
EUR 12,054,344.40); 

4.     the new shares will be of the same class as all existing shares of Pro
Kapital Grupp (AS Pro Kapital Grupp ordinary shares, ISIN kood EE3100006040); 

5.     the pre-emptive right to subscribe for new shares belongs to the persons
entered in the list of Company’s shareholders on 4 October 2017 at the end of
working time of the Estonian Register of Securities (Eesti väärtpaberite
register) (or at 23:59 (Tallinn time) if the Estonian Register of Securities
has not adopted TARGET2-Securities by that date) (hereinafter the Existing
Shareholders); 

6.     the term for the exercise of pre-emptive rights: 2 weeks (from 20
September 2017 to 4 October 2017); 

7.     the share subscription period: 2 weeks (from 20 September 2017 to 4
October 2017); 

8.     the new shares shall be paid for by a monetary contribution;

9.     the new shares shall be paid for by a transfer to Pro Kapital Grupp bank
account no. EE727700771000914548 (BIC/SWIFT: LHVBEE22) within the subscription
period; 

10. the new shares are offered for subscription to:

10.1.    the Existing Shareholders;

10.2.    natural and legal persons selected by the supervisory council of Pro
Kapital Grupp to whom the shares are offered for a total consideration of at
least EUR 100,000 per person (except for the persons whose involvement in the
offering requires any extra registration, prospectus or other measures in
addition to those necessary under Estonian law and taken by the Company)
(hereinafter the Institutional Investors); 

10.3.    the members of the management board and supervisory council of Pro
Kapital Grupp and; 

10.4.    Estonian natural and legal persons other than Institutional Investors
and Existing Shareholders. 

11. If it becomes evident that shares have been subscribed for in excess of the
planned increase of share capital, the supervisory board shall decide on the
distribution of shares as follows: 

11.1.    first, each Existing Shareholder has the right to acquire and will be
allocated the number of shares, which is proportional to the number of shares,
which that Existing Shareholders owned at the time of fixing the list of
Existing Shareholders (i.e. on 4 October 2017 at the end of working time of the
Estonian Register of Securities (Eesti väärtpaberite register) (or at 23:59
(Tallinn time) if the Estonian Register of Securities has not adopted
TARGET2-Securities by that date)). The maximum number of shares allocated to an
Existing Shareholder in this tranche is calculated in accordance with the
following formula and the result is rounded downwards to a whole number: Sm =
Sa x se / sa. In this formula: (a) Sm refers to the maximum number of shares,
which the Existing Shareholder may acquire; (b) Sa refers to the number of all
shares (i.e. 6,000,000); (c) se refers to the number of shares, which the
Existing Shareholder owned at the time of fixing the list of Existing
Shareholders; and (d) sa refers to the number of all shares of Pro Kapital
Grupp before the issuance of the shares (i.e. 54,271,722); 

11.2.    second, one share will be allocated to each Existing Shareholder if
the whole number of shares allocated to him or her in the first tranche was
found by application of rounding (see above); 

11.3.    third, the remaining shares will be allocated to the investors based
on a resolution of the supervisory council to be adopted after the end of the
subscription period (the allocation will be determined by the supervisory
council in its absolute discretion). 

12. Upon undersubscription, the management board may extend the subscription
period by up to 15 days or cancel new shares, which were not subscribed for
during the subscription period. 

13. The new shares shall grant the right to dividends from the financial year
the share capital was increased. 

14. The resolution is a resolution set out under “Resolution on the Issuance of
the Shares” in Section 24.5 of the Offering and Trading Prospectus of Pro
Kapital Grupp, dated 18 September 2017 (hereinafter Prospectus). All the terms
and conditions of the Prospectus shall apply to the increase of share capital
under the resolution. 



Right to cancel its resolutions

The Supervisory Council of Pro Kapital Grupp has adopted the following
resolutions, dated 19 September 2017: 

1.     the Supervisory Council has, inter alia, the right to amend and/or
cancel any of its resolutions on the increase of the share capital of Pro
Kapital Grupp; 

2.     Pro Kapital Grupp will not issue more than 6 million shares pursuant to
the resolutions on the increase of the share capital; and 

3.     all new shares will be issued for the same issue price.


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