PRO KAPITAL GRUPP Investor Presentation August, 2013
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PRO KAPITAL GRUPP Investor Presentation August, 2013 Rendering Plan of Peterburi Shopping center Important Notice This Presentation has been prepared by Aktsiaselts Pro Kapital Grupp (the “Company” or “PKG”) for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. This Presentation does not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to subscribe for, underwrite or otherwise acquire, any securities of the Company or any member of its group nor shall it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. Unless otherwise stated, PKG is the source for all data contained in the Presentation. All statements other than statements of historical fact included in this Presentation, including, without limitation, those regarding PKG’s financial position, business strategy, management plans and objectives for future operations are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause PKG’s actual results, performance, achievements or industry results to be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements speak only as of the date of this Presentation and PKG expressly disclaims any obligation or undertaking to release any update of, or revisions to, any forward-looking statements in this Presentation as a result of any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. PKG is under no obligation to update or keep current the information contained herein. This Presentation is not intended for distribution to or use by any person or entity, if the distribution of this Presentation to or its use by such person or entity would conflict with any law or regulation applicable to such person or entity or such distribution or use require any registration, licence or permit thereunder. This Presentation is not intended for publication, release, distribution in or into the United States, Australia, Canada or Japan or to the persons of those countries (as determined in accordance with the laws of such countries). If you have received this Presentation in conflict with any of the foregoing, you are required to disregard the contents hereof. The information contained in this Presentation has not been independently verified and no representation or warranty, express or implied, is made to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein. Without prejudice to mandatory laws, none of PKG or any of its respective subsidiaries or affiliates or any of such person’s directors, officers or employees, advisers or other representatives, accepts any liability whatsoever (whether in negligence or otherwise) arising from any use of this Presentation or any part thereof or otherwise arising in connection therewith. Unique Opportunity in the Growing Baltic Real Estate Market… Opportunity to capitalize on recovering Baltic real estate Track record of market Pure exposure on successful project Baltic macro development recovery Conservative Strong project balance sheet portfolio …Providing Baltic Macro Exposure 3 Company Overview Strong Project Development Track Record . PKG is one of the leading real estate development and management companies in the Baltic region . The Company was established in 1994, making it one of the first major players in the Estonian real estate market . In 1997 and 1998 PKG expanded to Latvia and Lithuania, respectively . The Company actively accumulated potential development projects (i.e. land plots, amortized buildings) in the period of 1996-1998 . In 1997 the Pro Kapital Business Centre in Tallinn CBD was completed, marking the completion of the first successful development project . The Company still owns some of the attractive projects acquired in late 1990s Completion of last Start of Ilmarine project Start of Domina Shopping project phase of Ilmarine Completion of PK Business Expansion of Kristiine Centre, a first major project Delisting from TSE Expansion to Latvia Sale of Domina Shopping Centre Sale of Kristiine to Citycon Expansion of Kristiine Listing on TSE Establishment of PKG Domina Shopping Centre opening Listing on TSE Expansion to Lithuania Kristiine opening 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 Domina Plaza R üütli 13 PK Parkhotel Kurhaus PK BC Ilmarine Residences PK Ilmarine Hotel Demini Vecpilsētas 8A Kuģu 26 Jegorovi Pulkveža Brieža 11 PK Riga Hotel Key projects Ilmarine district World Trade Centre Riga Residential Kristiine Shopping Centre Commercial Vene Street Stabu 19 Domina City Domina Shopping Centre Length of the bar = time of project development and ownership by PKG 5 PKG is Managed by Experienced Team Key Personnel Paolo Vittorio Michelozzi Allan Remmelkoor Ruta Juzulenaite Ervin Nurmela CEO COO CFO Head of the Legal Department . With PKG 18 years . With PKG 15 years . First year with PKG . With PKG 5 years . Previous experience in VP Group, . 30+ years of real estate . Has managed development of . Previous experience in law firm development Kristiine and Domina Shopping the largest pan-Baltic retail company Legalia . Extensive experience of over 30 Centres . Holds BA degree in international years in various real estate . Previous experience in marketing administration from Concordia . Holds Bachelor’s degree in Law development projects in Europe industry International University Estonia from Tartu University Law . General Certificate of Education . Holds Bachelor’s degree in Small (Audentes University) and is Institute (building inspector) from Collegio Business Administration from acquiring MBA (finance) from Tartu Arcivescovile Tallinn Technical University University Shareholders of the Company 35% Affiliates of Mr. Ernesto Preatoni 45% Mr. Vladimir Maslov Mr. Giuseppe Prevosti 45% free float Free float 12% 8% 6 Share Capital Increase Share capital increase in 2-3 years range from € 50 to 70 mln . February 8th 2013 Extraordinary Shareholders Meeting approved a Share Capital Increase Give the right to the Supervisory Board for 3 years to issue new shares to increase the Share Capital by up to € 5.318.542.2 (nominal value) N. 26,592,711 new shares . Rationale to strengthen the financial position of the Company to finalize the launch of the new development projects . April 5th 2013 a New Extraordinary Shareholders Meeting approved: New Capital Increase trough an issue of new shares for 1.400.000 (nominal value €0.20) Excluding the preemptive right, as the shares are just 2,63% of the Company’s current share capital Subscription share price: €1,80 th th Subscription period: April 26 to May 10 N. of Issued Nominal Share Up today July 2013 Shares value Capital in € Share Capital 54,106,575.0 0.20 10,821,315.0 . Result of the first Share Capital Increase tranche Future issue (*) 26,592,711.0 0.20 5,318,542.2 Shares subscribed : 921.153 Proceeds: € 1.658.075 (*) The Supervisory Board can still issue without new EGM CEO Paolo Michelozzi subscribed 87.500 shares 7 Strong Supervisory Council and Corporate Governance Supervisory Council Emanuele Bozzone Giuseppe Prevosti Renato Lorenzo Bullani Chairman Member Member . In the Supervisory Council since July 2010 . In the Supervisory Council since July 2010 . In the Supervisory Council since July 2010 . Founder and partner in a number of law and . Since 1981 CEO and as of 2012 Chairman of . Since 1972 acting as a free-lance chartered business consulting firms the Board of Directors of family-owned Preca fiduciary . Holds Degree in Economics and Commerce Brummel, a leading Italian child wear producer . Member of the Board of Directors of several . No ownership in the Company . Holds Diploma in Land Surveying companies in Switzerland and abroad . Mr. Prevosti together with family and through . Holds a federal qualification in economics, controlled entities holds 8.36% of the shares in specialized in financing and accounting the Company . Owns 0.3% of the shares of the Company Pertti Huuskonen Petri Olkinuora Sari Aitokallio Member Member Member . In the Supervisory Council since April 2012 . In the Supervisory Council since April 2012 . In the Supervisory Council since April 2012 . Chairman of the Board of Directors in . Member of the Board of Directors in BPT and . A Senior Vice President in the field of finance Technopolis (during 2008-2011) other Finnish companies and administration in Metso Automation Inc. Previous experience as executive and member . Previous experience as CEO of Citycon, Renor . Previous experience in Sponda, Valmet , Metso of the Board in many Finnish companies and Tampereen Kiinteistö Invest . Holds a Master of Laws (LLM) degree . Holds M.Sc. (Eng.) and EMBA degrees . Holds M.Sc. (construction engineering) and . No ownership in the Company . No ownership in the Company MBA degrees . Planning to resign from Council at the end of . No ownership in the Company March due to time constraints . In 2001 the Company was delisted in relation to alleged breach of information disclosure requirements, which was performed by the CFO of the Company at that time . The CFO left the Company immediately after the event . Current management started their managerial duties at the Company after the delisting and are not associated with that in any way