Tallinn, 2014-03-14 10:28 CET (GLOBE NEWSWIRE) --
The extraordinary shareholders meeting of AS Pro Kapital Grupp (hereinafter referred to as the Company) took place on Friday, 14th of March 2014 starting at 10.00 at the office of the Company located at Põhja pst 21 Tallinn. As per the registration list of the meeting 12 shareholders were present at the meeting, who represented in total 38 743 153 votes, which form 71,61% of all votes attached to the shares.
The agenda and decisions adopted at the extraordinary shareholders meeting were as follows:
1. Election of the Chairman and Secretary of the extraordinary shareholders meeting
Decision adopted was as follows:
Ervin Nurmela was elected as the Chairman and Liisa Kirss was elected as the Secretary of the extraordinary shareholders meeting.
100% of the votes were in favor of the decision.
2. Approval of Share Issue of group company AS Tallinna Moekombinaat
Decision adopted was as follows:
Approve the issuance of new shares by AS Tallinna Moekombinaat (the “Share Issue”) substantially on the following terms and conditions:
(1) AS Tallinna Moekombinaat (the “Subsidiary”) will issue 18 300 000 new shares (the “New Shares”);
(2) the pre-emptive right of the existing shareholders of the Subsidiary to subscribe for the New Shares will be cancelled in accordance with § 345 (1) of the Commercial Code (äriseadustik);
(3) the New Shares will be registered as a separate class of shares in the Subsidiary and the articles of association of the Subsidiary will be amended respectively;
(4) the New Shares will rank pari passu in all respects with all currently existing shares in the Subsidiary (the “Existing Shares”), except that when the Subsidiary resolves to pay dividends, each New Shares will be entitled to the dividend which is 22% higher than the dividend payable for each Existing Share;
(5) the New Shares may be issued in one or several tranches during a period of 6 months after the general meeting of shareholders of the Subsidiary has resolved to issue the New Shares;
(6) this approval permits the Subsidiary to resolve issuance of the New Shares latest on 30 September 2014;
(7) the monetary contribution (subscription price) for each New Share is at least EUR 1.53 (of which EUR 0,60 is the nominal value and at least EUR 0,93 is the share premium);
(8) SUMMER SOLSTICE Limited (a company established and operating under the laws of United Arab Emirates with registration number IC20120139; the “Investor”) has the right to subscribe for the New Shares;
(9) the Investor has the right to transfer the right to subscribe for a New Share (the “Subscription Right” and the “Subscription Rights” in plural) to a third person (the “Transferee” and the “Transferees” in plural) provided that:
(a) offer and/or transfer of the Subscription Right to the Transferee would not be incompliant with any provision of any law;
(b) offer and/or transfer of the Subscription Right would not constitute a public offering of securities;
(10) the Subsidiary does not have an obligation to issue a New Share, if its issuance would:
(a) be incompliant with any provision of any law; or
(b) require any additional consent by the general meeting of shareholders of the Company;
(11) if all New Shares are not subscribed for during the relevant subscription period, the management board of the Subsidiary will have a right to:
(a) prolong respective subscription period by up to 15 days; and/or
(b) cancel the New Shares that were not subscribed for during the relevant subscription period;
(12) as a precondition for the subscription of a New Share, the subscriber must grant to the Subsidiary an unsecured shareholder loan in the amount of EUR 0,492 per New Share that it subscribes for (the “Shareholder Loan”);
(13) the main terms and conditions of each Shareholder Loan are as follows:
(a) the entire Shareholder Loan must be transferred to the Subsidiary during the subscription period when respective New Share can be subscribed for;
(b) the Shareholder Loan will be subordinated to the obligations and liabilities of the Subsidiary (the “Senior Liabilities”) towards each credit institution, which will provide a loan to the Subsidiary (including by refinances any such loan) in relation to real estate development, including development of the shopping centre on the immovable property at Peterburi Rd. 2 in Tallinn;
(c) the interest at the rate of 12% per annum will accrue on the outstanding principal amount of the Shareholder Loan
(d) the interest will be calculated on the basis of actual number of days elapsed in the relevant interest period divided by 365, or in the case of a leap year, 366 (Actual/Actual);
(e) the entire accrued interest will be paid and the principal amount of the Shareholder Loan will be repaid on its final repayment date, which will occur on the earlier of (1) 15 years as of the date the Shareholder Loan is transferred to the account of the Subsidiary or (2) the date occurring in 12 months after the full repayment of the Senior Liabilities.
100% of the votes were in favor of the decision.
Minutes of the extraordinary shareholders meeting will be published on AS Pro Kapital Grupp web page www.prokapital.com not later than 18th of March 2014.
Iveta Vanaga
Head of Investor Relations
Phone: +37129239064
E-mail: iveta@prokapital.lv