Pro Kapital has launched a bond issue targeted at Baltic investors

From 8 to 18 September 2026, investors can subscribe to Pro Kapital’s new bonds with a fixed annual interest rate.

From 8 to 18 September 2026, investors will have the opportunity to subscribe for Pro Kapital’s new bonds. The bonds offer a fixed annual interest rate of 8.3%, with interest payments made quarterly. The minimum investment is EUR 1,000, and the bonds will mature in September 2028.

The primary purpose of the bond issue is to fully redeem Pro Kapital’s existing Swedish bonds ahead of maturity and bring the Group’s bond financing closer to its home market. The new issue is not intended to increase the Group’s debt obligations, but rather to replace the existing financing with capital raised in the Baltic market.

The subscription period will run from 10:00 on 8 September until 15:30 on 18 September 2026.

On 9 September at 15:00, Pro Kapital will host a webinar for investors in English. We will provide an overview of the Group’s current position, development portfolio, financial performance and future plans, as well as discuss the key terms of the bond offering and the intended use of proceeds.

On 9 September, Pro Kapital Grupp hosted a webinar on its bond offering. You can watch the recording below.

The bonds can be subscribed for from 8 September until 15:30 on 18 September.

 

Final Terms

Pro Kapital Grupp’s bonds offer a fixed annual interest rate of 8,3%, with interest payments made quarterly. The minimum investment is €1,000, and the bonds mature in September 2028.

Issuer AS Pro Kapital Grupp
Security Security EUR 8.30 PRO KAPITAL GRUPP BOND 26-2028
Type of security Unsecured and unsubordinated bond
ISIN EE0000005130
Type of offer Public offering to retail and qualified investors in Estonia, Latvia and Lithuania
Issue size €1,000
Interest rate 8.3% per annum
Interest payments quarterly (25 December, 25 March, 25 June, 25 September; the first interest payment will be made on 28 December 2026)
Subscription period 8 September 2026 at 10:00 to 18 September 2026 at 15:30 (Estonian local time)
Announcement of the results of the offer 22 September 2026 or a date close to this
Value date 25 September 2026 or a date close to this
Redemption date 25 September 2028 or a date close to this (exactly 2 years from the value date)
Application for admission to trading Nasdaq Tallinn Stock Exchange Baltic Bond List
First trading day 25 September 2026 or a date close to that
Organiser AS LHV Pank
Legal adviser TEGOS

Planned Stages of the Offering

7.09.2026

Publication of the Bond Terms

Publication of final terms.

8-18.09.2026

Subscription Period

The subscription period begins on 8 September at 10:00 and ends on 18 September at 15:30.

22.09.2026

Subscription Results

Publication of the subscription results and bond allocation following the end of the subscription period

25.09.2026

Listing and Commencement of Trading

The bonds are credited to investors’ securities accounts and trading commences.

Pro Kapital Group Bond offering webinar

“Bringing our bond financing to the Baltics is a natural step that brings us closer to our home market and investors.”

Andrus Laurits
General Manager

“With an equity ratio of 53.8% and profitable operations, Pro Kapital enters the bond offering from a strong financial position.”

Ann-Kristin Kuusik
CFO

Pro Kapital and 5 Reasons to Invest

Pro Kapital Grupp is one of the most experienced real estate developers in the Baltics, operating in Tallinn, Riga and Vilnius. Since 1994, the Group has developed more than 515,000 m² of residential and commercial space, with over 322,000 m² of gross development potential remaining in its portfolio.

32 Years of Experience

Pro Kapital has been developing real estate since 1994 and has delivered more than 515,000 m² of residential and commercial space across the Baltics. Decades of experience and a strong customer base provides a solid foundation for the Group’s future development.

Strong Capitalisation and Profitable Operations

Pro Kapital’s equity ratio is 53.8%. In the first half of 2026, the Group generated €26.1 million in revenue, €9.6 million in gross profit and €3.3 million in net profit.

Focus on the Home Market

Pro Kapital is bringing its bonds from Stockholm to the Baltic market, where its core operations, development projects, customers and investors are based. The aim is to be closer to its investors and make the Pro Kapital investment opportunity more accessible to investors across the Baltics.

Opportunity to Earn Fixed Interest Income

Pro Kapital’s bonds offer Baltic investors the opportunity to earn fixed interest income while investing in a company whose development projects are located in their home markets.

Three Markets. One Strong Foundation.

Pro Kapital operates in Estonia, Latvia and Lithuania, diversifying its development activities across three Baltic markets. This geographic diversification provides a stronger foundation for long-term growth.

TOTAL REVENUE
€26.1 million
2026 · 6 MONTHS
€53,2 million
2025 · 12 MONTHS
OPERATING PROFIT
€5,6 million
2026 · 6 MONTHS
€14,7 million
2025 · 12 MONTHS
NET PROFIT
€3,3 million
2026 · 6 MONTHS
€12,0 million
2025 · 12 MONTHS
EQUITY
54 %
2026 · 6 MONTHS
51 %
2025 · 12 MONTHS

What Will the Proceeds Be Used For?

01

Full redemption of existing Swedish bonds

The proceeds from the bond issue will be used to fully redeem the existing Swedish bonds.

02

Bringing the Bonds to the Home Market

Pro Kapital is not increasing its debt obligations but bringing its existing financing to the Baltic market – closer to its core operations, customers and investors.

03

Optimising Operating and Financing Costs

Bringing the bonds from Sweden to the Baltic market enables Pro Kapital to reduce financing and operating costs.

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Development Portfolio Across the Three Baltic Countries

Pro Kapital’s development portfolio spans Tallinn, Riga and Vilnius, with projects at various stages of development. In Estonia, the portfolio includes the completed Kalaranna District and the ongoing Kristiine City development, with Uus-Kindrali due for completion in 2026 and the first Musketäri Majad building by the end of 2027.

In Latvia, the key development is Klīversala Bay, where the 96-apartment Blue Marine Residence is currently under construction.

In Lithuania, Miesto Vilos was completed in 2026, while construction of the next premium residential project, Borgo, is about to start.

ESTONIA · Tallinn
LATVIA · Riga
Lithuania · Vilnius

How to Subscribe?

1

Check Your Investment Account

To participate in the offering, you need a Baltic Investment account, which you can open with your bank.

2

Follow the Publication of the Offering Terms

The final terms will be published on the stock exchange before the subscription period begins.

3

Submit Your Subscription Order

During the subscription period, submit a subscription order through your online bank for the desired amount.

4

Receive Confirmation

Following the allocation, the bonds will be credited to your investment account, and trading will commence.

FAQ

Here you will find answers to frequently asked questions about Pro Kapital new bond offering.

A bond is a fixed-income financial instrument representing a debt obligation. By purchasing Pro Kapital bonds, an investor effectively lends money to Pro Kapital. Pro Kapital pays bondholders a fixed interest rate four times a year and repays the nominal value of the bonds on the maturity date.

The base size of Pro Kapital’s bond offering is €6 million. In the event of oversubscription, Pro Kapital has the right to increase the offering size to up to €10 million.

The nominal value of each bond is €1,000, with a fixed annual interest rate of 8.3%, paid quarterly. The bonds have a two-year maturity and will mature on 25 September 2028.

The offering is open to investors in Estonia, Latvia and Lithuania. The subscription period runs from 8 September until 15:30 on 18 September 2026. The minimum investment is €1,000.

Interest is paid four times a year: on 25 December, 25 March, 25 June and 25 September. If an interest payment date is not a banking day, the payment will be made on the next banking day. The first interest payment will be made on 28 December 2026.

Pro Kapital is a real estate developer established in 1994, operating in Tallinn, Riga and Vilnius. Over its more than three decades of operations, the Group has developed more than 515,000 m² of residential and commercial space. Pro Kapital’s shares have been listed on the Nasdaq Tallinn Stock Exchange since 2012.

The bonds are senior unsecured bonds. Pro Kapital intends to apply for the admission of the bonds to trading on the Nasdaq Tallinn Baltic Bond List. The listing will enable investors to buy and sell the bonds on the secondary market.

The proceeds from the bond offering will be used to redeem Pro Kapital’s 2020/2028 bonds listed on Nasdaq Stockholm prior to their scheduled maturity.

If the offering size is €6 million, the remaining amount required for the redemption will be funded from other sources. If the offering is increased to €10 million, Pro Kapital will need to use correspondingly fewer funds from other sources. In either case, the primary purpose of the bond offering remains the same.

Managing the bonds listed on Nasdaq Stockholm is more costly and resource-intensive for Pro Kapital, while the Group’s core operations, development projects and customers are located in the Baltics. Through the new bond offering, Pro Kapital aims to bring its bond financing closer to its home market and broaden its Baltic investor base.

Subject to applicable local requirements, private individuals in Estonia, Latvia and Lithuania may subscribe to the bonds through an investment account, allowing taxation of investment income to be deferred.

The bonds must be purchased using funds held in the investment account, and interest payments as well as proceeds from the sale or redemption of the bonds must be credited to the investment account. The specific requirements for using and reporting an investment account depend on the investor’s country of tax residence.

Investor Relations

Important Information

This website: https://www.prokapital.com/bond-issue2026/ (the Website) provides information regarding the public offer of bonds by AS Pro Kapital Grupp. The information contained on the Website is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the Prospectus Regulation) and is not an announcement of a public offer of securities or a call to subscribe for the bonds of the Issuer. The information presented herein may be summarised, non-exhaustive, indicative and non-binding.

The information presented herein does not constitute an offer to sell or a solicitation of an offer to buy any securities. The only binding information is presented in the documents specified in section 1.8 of “AS Pro Kapital Grupp Base Prospectus for EUR 10,000,000 Non-Convertible Bond Programme“ (the Prospectus) (to the extent indicated therein) (together (the Documents). The information contained on this Website has not been independently verified. You should not rely upon it or use it to form the definitive basis for any decision, commitment or action whatsoever.

Investment in the bonds of AS Pro Kapital Grupp discussed herein involves certain risks. The principal risk factors that may affect the ability of IAS Pro Kapital Grupp to fulfil its obligations are discussed in the Prospectus which is available on the Website. If any of these risks materialize, the investor may not receive the expected return or may incur partial or complete loss of their investment. The list of risks is reflective of AS Pro Kapital Grupp’s understanding of risks related to the issue of bonds as of the date of the Prospectus. The list of risks should not be deemed to be exhaustive. Additional risks and uncertainties relating to AS Pro Kapital Grupp that are not currently known, or that are currently deemed immaterial, may individually or cumulatively also have a material adverse effect on the business, prospects, results of operations and/or financial position of AS Pro Kapital Grupp and its ability to redeem the bonds.

Before entering into any transaction in respect to the bonds of AS Pro Kapital Grupp you must ensure that you fully understand such transaction and have made an independent assessment of the appropriateness of such transaction in the light of your own objectives and circumstances. Prospective investors should carefully acquaint themselves with the Prospectus and the Documents before deciding to invest in the bonds. If necessary, AS Pro Kapital Grupp will release further information regarding the approval of the prospectus in accordance with the Prospectus Regulation and will make such information available on the website of the EFSA (at www.fi.ee) and on this Website.

Please consult with an expert, if needed. The information on this Website, the Prospectus and in the Documents should not be considered as investment, financial, legal, tax, accounting or any other professional advice. Investors should conduct their own inquiries into the possible financial, accounting, legal risks and tax consequences associated with the issue of and investment in the bonds.

The bonds are offered to qualified investors, eligible counterparties and retail investors only in Estonia, Latvia and Lithuania. In addition to investors in Estonia, Latvia and Lithuania, the issuer may also offer the bonds to qualified investors in any Member State of the European Economic Area relying on the applicable exemption from the obligation to publish a prospectus as set out in Article 1(4)(a) of the Prospectus Regulation. The information contained in this section of the Website is not intended for publication, distribution or transmission, in whole or in part, directly or indirectly, in any other country or in any circumstances in which such publication, distribution or transmission would be unlawful. No sale or offering of the bonds will be made in any jurisdiction where such offer, solicitation or sale would be unlawful, without any exemption or qualification provided by law, or to persons to whom financial sanctions have been imposed by competent authorities. Persons visiting this Website who are subject to the laws and regulations of any such jurisdiction must inform themselves of and comply with all applicable restrictions or requirements.