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 (Estonian operator) | Hotel Management Services SIA (Latvian operator) | SIA Investhotel (Latvian real estate company) | |||||||
| 2016 | 2015 | 2014 | 2016 | 2015 | 2014 | 2016 | 2015 | 2014 | |
| Revenues | 1 617 421 | 1 508 130 | 1 519 035 | 1 446 771 | 1 507 433 | 1 485 569 | 591 835 | 587 329 | 595 212 |
| Net profit | 104 113 | 46 623 | 99 773 | 23 290 | 70 217 | 93 075 | 305 500 | 300 879 | 291 715 |
| Dividend per share | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Basic and diluted earnings per share | 104 113 | 46 623 | 99 773 | 0,41 | 1,23 | 1,64 | 0,31 | 0,30 | 0,29 |
| Shareholder | 100% AS Pro Kapital Eesti | 100% AS Pro Kapital Latvia | 100% AS Pro Kapital Latvia | ||||||
| Relevant court cases | none | None | none | ||||||
| Board members | Ervin Nurmela | Olga Rudzika, Ilona Ahramovica, Paolo Michelozzi | Ilona Ahramovica, Allan Remmelkoor, Paolo Michelozzi | ||||||
| Council Members | none | None | none | ||||||
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: prokapital@prokapital.ee
