AS Pro Kapital Grupp proposes to the bondholders to change the terms and conditions of unsecured bonds
August 20 2023 - 5:00AM
AS Pro Kapital Grupp proposes to the bondholders to change the
terms and conditions of unsecured bonds
AS Pro Kapital Grupp (hereinafter referred to as the Issuer) has
issued 3,459,081 unsecured bonds with ISIN EE3300001676
(hereinafter the Bonds) in the total value of 9,685,426.80 euros.
The Bonds bear 8% interest and their Redemption Date1 is 31 October
2024. The bonds are traded on the Nasdaq Tallinn stock
exchange.
In connection with the plan to continue development activities,
the Issuer hereby proposes to the Investors to extend the Bonds’
redemption term by 2+2 years. According to initial plans, the
Issuer is ready to redeem the Bonds by 31 October 2026, once the
ongoing development projects are completed. However, the Issuer
would like to have the right to further postpone the Redemption
Date by two years in case there are unexpected turns in the real
estate market.
Considering the above, the Issuer has decided to request for the
Investors’ Resolution to make the following amendments to the Issue
Terms in accordance with Section 10.1 of the Issue Terms:
- To postpone the Redemption Date by two years and to give the
Issuer the flexibility to postpone the Redemption Date by further
two years, therefore Section 1.1.18 of the Issue Terms shall be
amended as follows:
“1.1.18. Redemption Date means 31
October 2026, by which date the Issuer shall redeem all
Bonds issued under the Issue Terms. The Issuer may unilaterally
postpone the Redemption Date by two years at most (i.e. to
31 October 2028) by making a respective
announcement via Nasdaq Tallinn Exchange by 30 September 2026 at
the latest.”
- To increase the interest rate of the Bonds by 1%
(i.e. to 9%) as of 1 November 2024 and thereby amend Section 6.1 of
the Issue Terms as follows:
“6.1. The Bonds shall bear a fixed interest at the rate of
8% (eight per cent) per annum until
31 October 2024 (included) and 9% (nine per
cent) per annum as of 1 November 2024 applied to the outstanding
(i.e. unredeemed) denomination value of the Bonds from, but
excluding, the Value Date of the particular Tranche up to and
including the Redemption Date or the date of Early Redemption.”
We note that in case the above amendments are approved,
additional technical amendments to the Issue Terms or the related
documents may be necessary (e.g. the name of the Bonds in the
Register may be changed to reflect the new Redemption Date). By
consenting to the above amendments, the Investors grant the Issuer
the right to incorporate the above amendments as well as any
related technical amendments to the Issue Terms and any other
relevant document. By consenting to the above amendments, the
Investors also authorise the Issuer to submit any application to
the Register and make any changes in the registered information
regarding the Bonds in the Register to give effect to the above
amendments to the Issue Terms.
If approved, the amendments enter into force in accordance with
Section 10.6 of the Issue Terms, i.e. the Investors’ Resolution is
deemed to have been adopted and the respective amendment to the
Issue Terms approved by the Investors on the last day of the voting
deadline if at least 50% of all votes represented by the Bonds are
in favour of such amendment. The amended Issue Terms will
thereafter be announced and made public via the Nasdaq Tallinn
stock exchange, and also forwarded to the Register.
In case the above amendments to the Issue Terms are approved by
the Investors’ Resolution, the Issuer will invoke its right to
partial Early Redemption of the Bonds in accordance with Section
7.2 of the Issue Terms, provided that the Issuer has redeemed the
senior secured callable fixed rate bonds 2020/2024 (ISIN code
SE0013801172) before the date of the Early Redemption or obtained a
waiver from the holders of the said bonds (as required under
Section 7.2 of the Issue Terms). Subject to the foregoing, on
31 October 2024, the Issuer would redeem 15% of the
denomination value of all the Bonds pro rata (the number of the
Bonds will not change). In such case the Issuer would pay each
Investor 0.42 euros per each Bond on 31 October 2024 and the new
denomination value would be 2.38 euros per Bond as of 1 November
2024. In case the above conditions for Early Redemption of the
Bonds are met, the Issuer will announce the decision for Early
Redemption and its exact conditions.
The Issuer is awaiting for Investors’ consent or refusal
to the proposed amendments to the Issue Terms, to be given by
filling in and signing the request letter (added to the
notice), and asks to send it the Issuer by e-mail to:
prokapital@prokapital.ee by
20 September 2023 at the latest. In case
an Investor is not able to sign the request digitally, it should be
signed by hand on paper and either sent (i) a scanned copy at
prokapital@prokapital.ee or (ii) the original to AS Pro Kapital
Grupp, address: Sõjakooli tn 11, Kristiine linnaosa, Tallinn, Harju
maakond, 11316, Estonia, so that it is received by the
Issuer by 20 September 2023 at the latest.
Please note that, in accordance with the Issue Terms, the list
of Investors entitled to vote includes the Investor(s) who owned
the Bonds at 9.00 am (current local time in Estonia) on the date of
this request. The list of Investors shall be determined based on
the Estonian register of securities (i.e. the Register).
The latest presentation of the Issuer and additional information
about estimated cashflows were published in the notice of 20 June,
where the Issuer informed about intention to change the Issue terms
of the Bonds.
1 Unless otherwise stated, all terms beginning
with capital letters herein have the same meaning as in the Terms
and Conditions for AS Pro Kapital Grupp Fixed Rate Non-Convertible
Bond Issue approved by management board of AS Pro Kapital Grupp on
28 May 2020 and available
here:https://nasdaqbaltic.com/statistics/et/instrument/EE3300001676/company?date=2023-07-03
Edoardo Axel Preatoni Member of the Management Board Tel +372
6144 920 Email: prokapital@prokapital.ee
- PKG.Notice-to-Investors.20-08-2023
Pro Kapital Grupp As (LSE:0QCX)
Historical Stock Chart
From Apr 2024 to May 2024
Pro Kapital Grupp As (LSE:0QCX)
Historical Stock Chart
From May 2023 to May 2024