CORRECTION: Public Offering of Shares in AS Pro Kapital Grupp

Tallinn, Estonia, 2012-08-28 09:05 CEST (GLOBE NEWSWIRE) --  

In the announcement published yesterday, the number of shares post-offering was incorrect. The correct number is 91,185,422 shares. The corrected paragraph and the announcement in full will follow:

"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 91,185,422 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."

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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 91,185,422 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

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”):

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.

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