RESULTS OF THE PUBLIC OFFERING OF AS PRO KAPITAL GRUPP BONDS
On Friday, 18 September 2026, the public offering of bonds of AS Pro Kapital Grupp (hereinafter Pro Kapital) (the Offering) closed.
The Offering was conducted on the basis of the base prospectus for the public offering and admission to trading approved by the Estonian Financial Supervision Authority on 7 September 2026 (hereinafter the Prospectus). Under the Offering, up to 6,000 bonds were offered to retail and professional investors in Estonia, Latvia and Lithuania, each with a nominal value of EUR 1,000, a fixed annual interest rate of 8.3% and a maturity date of 25 September 2028. Interest is payable quarterly, with the first interest payment to be made on 28 December 2026. The base size of the Offering was EUR 6 million and, in the event of oversubscription, Pro Kapital had the right to increase the size of the issue to up to EUR 10 million by issuing up to 10,000 bonds.
A total of 985 investors participated in the Offering, subscribing for bonds in the aggregate amount of EUR 11 976 000, which corresponds to 2.0x times the Offering base size of EUR 6 million. Of the total subscription volume, EUR 9.3 million or 77.5% was subscribed in Estonia, in Lithuania EUR 1.7 million or 14.2%, and in Latvia EUR 1.0 million or 8.3%. As the Offering was oversubscribed, Pro Kapital decided to exercise its right to increase the size of the Offering by 4,000 bonds, as a result of which a total of 10,000 bonds will be issued in the aggregate amount of EUR 10 million.
The Management Board of Pro Kapital decided to allocate the bonds in accordance with the following allocation principles:
1. All subscription orders submitted by the same investor were aggregated.
2. Investors who subscribed for at least 100 bonds were allocated 100% of the amount subscribed by them.
3. All other investors were allocated 56.5% of the amount subscribed by them, but no fewer than 3 bonds and no more than the amount subscribed by the respective investor.
The capital raised through the issue will be used, together with Pro Kapital’s own funds, for the full redemption of the existing secured bonds (ISIN SE0013801172; outstanding nominal amount EUR 10,545,000 to which accrued interest will be added) and for the termination of their listing on the Nasdaq Stockholm exchange.
“We would like to thank all investors who subscribed for the bonds for their strong interest, confidence and contribution to the implementation of Pro Kapital’s future plans. The successful bond issue, which was more than two times oversubscribed, enabled us to consolidate the company’s financing in the Baltic States, where Pro Kapital’s business operations and real estate portfolio are also located. In the near future, we will fully redeem the bonds listed in Sweden and terminate their listing there, while continuing the design and engineering, construction and sales of our planned development projects in Tallinn, Riga and Vilnius,” commented Edoardo Axel Preatoni, Member of the Management Board of Pro Kapital, on the results of the issue.
„It is the largest bond issue completed by a Baltic residential developer this year. Priced at 8.3%, it also achieved the sector’s tightest spread over base rate in the Baltic bond market this year. Strong participation from both institutional and retail investors demonstrates that the market recognises Pro Kapital’s profitability and strong equity ratio. The message from investors was clear: a strong balance sheet matters,” said Silver Kalmus, Head of DCM at LHV Pank.
The bonds will be transferred to the investors’ securities accounts on 25 September 2026 or a date close to that and the first trading day of the bonds on the Baltic Bond List of Nasdaq Tallinn is expected to be on 25 September 2026 or a date close to that.
Estonian resident individuals who have acquired or intend to acquire bonds of Pro Kapital through an investment account may, in accordance with the Income Tax Act, defer the income tax liability arising on interest payments and receive bond interest in full to their investment account. For this purpose, a corresponding application must be submitted to the Issuer.
The application form is available on the website of Pro Kapital: https://www.prokapital.com/bond-issue2026/
The application only needs to be submitted once and no later than two business days before an interest payment date. Applications submitted later will only be taken into account from the next interest payment date onwards. Interest payments on the bonds are made quarterly (25 December, 25 March, 25 June and 25 September, the first interest payment to be made on 28 December 2026).
ADDITIONAL INFORMATION
AS Pro Kapital Grupp
Edoardo Axel Preatoni, Member of the Management Board | +372 614 4920 | prokapital@prokapital.com
Andrus Laurits, CEO | +372 614 4920 | andrus.laurits@prokapital.com
AS LHV Pank
Silver Kalmus, Debt Securities Area Manager | +372 5620 6450 | silver.kalmus@lhv.ee
IMPORTANT INFORMATION
The Offering has closed and, thus, the purpose of this announcement is solely to publish the results thereof (not to advance the subscription or acquisition of the bonds).The information contained in this announcement is not intended for publication, distribution or transmission, in whole or in part, directly or indirectly, in any country or under any circumstances where such publication, distribution or transmission would be unlawful, or to any person subject to financial sanctions imposed by the competent authorities.
