AS PRO KAPITAL

ANNOUNCEMENT

18.01.99

 

ADDITIONAL INFORMATION ABOUT THE SHARE ISSUANCE

 

According to the decisions of the 13.01.1999 extraordinary 

general meeting of AS Pro Kapital shareholders, the company 

intends to increase its share capital and issue convertible 

bonds. 

 

The share capital of Pro Kapital will be increased by 90 000 000 

EEK, by issuing 9 000 000 nominal shares at EEK 10.- par value. 

The subscription of the shares to be issued will take place from 

01.02.1999 to 31.03.1999. 

 

The issuance of AS Pro Kapital new shares is in the process of 

registration at this moment, and according to the Rules and 

Regulations of the Tallinn Stock Exchange, it will be completed 

before the announcement of the issuance as a public issue. On 

January 18, 1999, AS Pro Kapital will present to the Tallinn 

Stock Exchange an application to list the shares of a similar 

kind. The prospectus of the planned share issuance is also to be 

completed soon, and it will be disclosed immediately after the 

formal confirmations via the TSE information system. 

 

The shareholders of AS Pro Kapital have a pre-emptive right to 

subscribe the new shares, which can be exercised within 30 

(thirty) calendar days from the beginning date of the share 

subscription period. The list of shareholders entitled to 

exercise the pre-emptive right will be fixed as of January 28, 

1999, 8:00 AM.

 

The general meeting of shareholders authorized the Management 

Board to organize the subscription of the shares. In case more 

than 9 000 000 shares will be subscribed on the given terms and 

time, the Management Board of AS Pro Kapital will decide the 

division of shares between the subscribers. On oversubscription 

of the issuance, the additional shares will not be issued.

 

In course of the planned issuance of AS Pro Kapital shares, one 

existing company’s share gives a right to subscribe for another 

one. The enactment of the pre-emptive right will take place as 

follows: per pre-emptive subscription right will entitle the 

shareholder to subscribe for 0,666... shares, or per existing 3 

shares the shareholder has a right to subscribe for 2 new shares. 

 

The procedure of subscribing the shares will be carried through 

via the member banks of the Central Depository for Securities, 

and the specific procedure of subscription will be disclosed in 

the prospectus. In case of oversubscription, the shares will be 

distributed proportionally. The final subscription results will 

be settled within 3 (three) days after the payment deadline for 

the shares, which is 15.04.1999.

 

The shares will be paid for at a 20 EEK premium. The payment for 

the shares should be made by April 5, 1999 at the latest, to the 

bank account of opened by AS Pro Kapital especially for that 

purpose, which is given on subscription of the shares. 

 

In case not all 9 000 000 shares will be subscribed on the given 

terms and time, the Management Board of AS Pro Kapital will 

decide about the rights and procedures of the unsubscribed 

shares. 

 

In case the number of shares possessed by the shareholders does 

not give a right to subscribe a full number of shares, the 

shareholder can subscribe for a number of shares, which is 

calculated by increasing the shares subscribed with the pre-

emptive right (based on the number of shares in his/her 

ownership) to the closest full number. For example, if on 

subscription with the pre-emptive right the shareholder should 

own 1,8 new shares, it will be rounded to the closest full 

number, or 2 new shares.

 

The second decision of the general meeting concerned the issuance 

of 4 500 000 (four million five hundred thousand) company’s 

convertible bonds at a par value of 10 (ten) EEK.

 

The convertible bonds will be issued at 40 (forty) EEK premium 

per convertible bond. Thus, the issue price of a convertible bond 

is 50 (fifty) EEK. The issue price of a convertible bond is bound 

to DEM, or DEM 6.25 (six point twenty-five) per convertible bond.

 

AS Pro Kapital will pay an  annual interest of 5% of the issue 

price of a convertible bond to the holders of the respective 

bonds. Interest will be paid within 1 (one) month after passing 

of another year from the acquisition of the convertible bond. The 

list of the holders of the respective convertible bonds will be 

fixed each year on July 15, and the interest will be paid on 

August 15.

 

The holders of the convertible bonds have a right to request the 

conversion of the bonds to AS Pro Kapital nominal shares within 

three years after the issuance of the bonds, or starting from 

July 15, 2002. The holders of the convertible bonds have a right 

to convert them at a ratio of 1 (one) share per convertible bond. 

 

The right to organize the issuance of the new convertible bonds 

was given by the general meeting to the Management Board of AS 

Pro Kapital. AS Pro Kapital Management Board was also authorized 

to change the time of the conversion of bonds to shares, i.e. the 

Management Board can change the time constraint in both 

directions. 

 

The subscription of the convertible bonds will last from 

01.04.1999 to 15.07.1999, and the bonds will be paid for in full 

amount on subscription.

 

 

Andrus Laurits

AS Pro Kapital 

Member of the Management Board, Managing Director

Tel. +372 614 4920