Decision of increase of share capital of AS Pro Kapital Grupp company AS Tallinna Moekombinaat


Tallinn, 2014-04-24 18:35 CEST (GLOBE NEWSWIRE) -- The extraordinary shareholders meeting of AS Pro Kapital Grupp which took place on14th of March 2014 approved the share issue of group company AS Tallinna Moekombinaat (the “Subsidiary”).

Subsidiary’s general meeting of shareholders took place on 24th of April 2014 and the shareholders meeting (among other issues) adopted the resolution to increase the share capital of the Subsidiary. Subsidiary’s shareholders decision corresponds to the terms of approval granted by AS Pro Kapital Grupp shareholders on 14th of March 2014.

Main terms of the Subsidiary’s share capital increase are as follows:

-    Subsidiary will issue 18 300 000 new shares (the “New Shares”).
-    New Shares will be issued in several tranches.
-    The existing shareholders do not have the pre-emptive right to subscribe for the New Shares.
-    The monetary contribution (subscription price) for each New Share is EUR 1.53. 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”). 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. The interest at the rate of 12% per annum will accrue on the outstanding principal amount of the Shareholder Loan.
-    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. Investor has not taken a binding obligation to subscribe the New Shares.

In case the Subsidiary shall issue all New Shares, the New Shares shall correspond to approximately 47,63% of the share capital of the Subsidiary and the participation of AS Pro Kapital Eesti shall remain at 50,27%.

AS Pro Kapital Grupp shall inform the investors of the results of the share capital increase after results of each tranche of the subscription are known.

Additional information:

AS Tallinna Moekombinaat is a company established on 05.03.2008, the main field of activity of the company is the development of shopping center located on Peterburi road 2 Tallinn land plot. 96% of AS Tallinna Moekombinaat shares belong to AS Pro Kapital Eesti, which is 100% subsidiary of AS Pro Kapital Grupp.
 

         Iveta Vanaga
         Head of Investor Relations
         Phone: +37129239064
         E-mail: iveta@prokapital.lv