December 22, 2023

AS Pro Kapital Grupp (hereinafter referred to as the Company) is requesting the approval from the bondholders of the Company’s outstanding bonds listed on Nasdaq Stockholm in order to extend the maturity of the bonds, make certain others amendments to the terms and conditions and carry out a partial redemption.

The Company is requesting the approval from holders of its EUR 28,500,000 senior secured callable fixed rate bonds 2020/2024 with ISIN SE0013801172 (hereinafter referred to as the Bonds) to make certain amendments to the terms and conditions for the Bonds and certain waivers (hereinafter jointly referred to as the Request).

In order to receive the holder of Bonds’ approval to the Request, the Company has today instructed the agent, Nordic Trustee & Agency AB (publ), to initiate a written procedure for the Bonds (hereinafter referred to as the Written Procedure) by sending the notice of Written Procedure including voting instructions to the direct registered owners and registered authorised nominees of the Bonds in the Company’s debt ledger held with Euroclear Sweden as per 21 December 2023. The outcome of the Written Procedure will be announced by way of a press release in connection with the termination of the Written Procedure. The voting record date is 3 January 2024 and the last day for voting in the Written Procedure is 15 January 2024.

As further described in the notice of Written Procedure, the Request includes approval of certain waivers and amendments to the terms and conditions for the Bonds including (i) an extension of the final redemption date of the Bonds by four (4) years, (ii) increase of the interest rate from the original final redemption date with three (3) percentage points, (iii) a waiver for the Company to carry out a partial redemption of Bonds in an amount of EUR 8,550,000 and (iv) certain other amendments as further set out in the notice of Written Procedure.

For more information regarding the Written Procedure and a more detailed description of the Request and the amendments to the terms and conditions of the Bonds, please see the notice of Written Procedure on the Company’s website and the Agent’s website.

The applicable voting requirement to approve the Request is, as set out in more detail in the notice of Written Procedure, (i) that holders of Bonds representing at least twenty (20.00) per cent. of the adjusted nominal amount participate in the Written Procedure and (ii) that two thirds (2/3) of the adjusted nominal amount for which holders of Bonds reply in the Written Procedure consent to the Request. The Company has already received undertakings to vote in favour of the Request from the largest holders of Bonds, which together represent approximately 75 per cent of the adjusted outstanding amount under the Bonds.

Further information about voting requirements and important dates for the Written Procedure is available in the notice of Written Procedure.

Gernandt & Danielsson Advokatbyrå has acted as legal advisor in relation to the Written Procedure.

For further questions to the agent regarding the administration of the Written Procedure, please contact the agent at voting.sweden@nordictrustee.com or +46 8 783 79 00.

Edoardo Preatoni
Member of the Management Board
+372 614 4920
prokapital@prokapital.ee