AS PRO KAPITAL

ANNOUNCEMENT

 

SUBSCRIPTION RESULTS OF CONVERTIBLE BONDS

 

On December 31, 1999, the subscription of public issue of Pro 

Kapital convertible bonds ended. During the issue period between 

01.06 and 31.12.1999, the total volume of the issue, or 4,500,000 

bonds were placed, for a total sum of 225,000,000 EEK.

 

The convertible bonds were mainly placed by foreign institutional 

investors. Some 2,697,340 convertible bonds in the amount of 

134,867 EEK were subscribed by Zenit Holding SA; 1,505,860 

convertible bonds in the amount of 75,293,000 EEK by Telom AG; 160 

000 convertible bonds in the amount of 8,000,000 EEK by Emerging 

Markets Investments AG and 136,800 convertible bonds in the amount 

of 6,840,000 EEK by Anndare Ltd.

 

The par value of the issued bonds is 10 EEK. The convertible bonds 

were issued at a premium of 40 EEK per convertible bond. Thus, the 

issue price of each convertible bond was 50 EEK. The maturity date 

of the convertible bonds is 20.01.2010.

 

The amounts expressed in Estonian kroons upon issue and redemption 

of the convertible bonds, and calculation and payment of interest, 

are pegged to Deutsche Mark. In case the exchange rate of Estonian 

kroons versus Deutsche Mark is other than 8 Estonian kroons per 

Deutsche Mark, the amounts for subscription, and interest and 

redemption payments will be calculated based on the principle that 

the Deutsche Mark value of the amounts to be paid in Estonian 

kroons after changing of the exchange rate, would be equal to these 

amounts in Deutsche Marks prior to changing of the exchange rate. 

In such event, the amount to be paid in Estonian kroons will be 

divided by eight, and the result will be multiplied with the 

exchange rate of Estonian kroon and Deutsche Mark on the date of 

the respective payment, as provided by the Bank of Estonia.

 

AS Pro Kapital will pay to the annual bondholders annual interest 

of 6% of the issue price for each bond they hold. Interest payments 

will be made to the person who holds the respective convertible 

bonds as of the standings of December 31, 8.00 AM of the year, 

which is a basis for interest calculation. Interest payments will 

be made to the current accounts of the holders of convertible bonds 

on January 20th of the year following the year of interest 

calculation.

 

In case a person has subscribed the convertible bonds before 

31.12.1999, the 6% annual interest will be calculated to the holder 

convertible bonds as of the moment of subscription and receipt of 

payment to the account of AS Pro Kapital. Thus calculated interest 

will be paid to the subscriber of convertible bonds on 20.01.2000.

 

The holders of convertible bonds are entitled to request the 

conversion of convertible bonds held into nominal shares of AS Pro 

Kapital in every year starting from 2002. The holder of convertible 

bonds desiring to convert the convertible bonds into AS Pro Kapital 

shares, will transfer the convertible bond to be converted into AS 

Pro Kapital shares, to the securities account of AS Pro Kapital by 

January 10th of the year when the convertible bonds can be 

converted into shares. The Management Board AS Pro Kapital will 

submit an application to register the increase in share capital in 

the respective amount in the Commercial Register, and organize the 

conversion of the aforementioned convertible bonds into AS Pro 

Kapital shares.

 

The convertible bonds can be converted into AS Pro Kapital shares 

every year, starting from year 2002. The holders of convertible 

bonds are entitled to convert the convertible bonds into AS Pro 

Kapital shares at rate of one convertible bonds for one share.

 

The redemption date of the convertible bonds is 20.01.2010. The 

convertible bonds will be redeemed at issue price. Upon redemption 

of the convertible bonds, the bondholders will also receive 

interest for the last year. The redemption payments will be made to 

a person holding the convertible bonds as of 31.12.2009, at 8.00 

AM, and has not transferred by 10.01.2010 these convertible bonds 

to the respective securities account of AS Pro Kapital for 

converting it into AS Pro Kapital shares.

 

The Management Board of AS Pro Kapital are authorized to change the 

procedure of conversion of the convertible bonds into shares, and 

the dates related, announcing it in one of the nationally 

distributed newspapers to the holders of convertible bonds at least 

one month before the respective changes are applied. In any case, 

the holders of convertible bonds are guaranteed a possibility to 

convert the convertible bonds into AS Pro Kapital shares at least 

once a year, starting from 2002.

 

 

Andrus Laurits

Member of the Management Board, Managing Director

AS Pro Kapital 

Tel. +372 26 14 4920