Good afternoon, everyone. I see it's already 3:00 P.M. local time in Estonia. My name is Silver Kalmus. I am the head of Debt Securities Area Manager at LHV. Welcome to Pro Kapital Bond Issue webinar. I am personally super excited that we have a true Pan-Baltic company tapping the Pan-Baltic capital markets. We have prepared slides for you. Pro Kapital is developing high quality, mostly premium residential real estate in capital cities in the Baltics.
With me, we have the Managing Director at Pro Kapital Grupp, Mr. Andrus Laurits, and the CFO, Ann-Kristin Kuusik, who will walk you through the slides. It's a live webinar. We are going to record it and also upload it to Pro Kapital's website later on. We also have a Q&A box here on the upper side. If you press the Q&A button, you can ask a question, and we will try to answer all the questions after the presentations. I think that's the most efficient. For now, I will give a hand over and the word over to Andrus to begin with the presentation. Andrus, the floor is yours.
All right. Thank you, Silver. First off, I apologize for my voice. Just as it happens, it happens to be gone today, but good afternoon to all the listeners. My name is, as Silver said, Andrus Laurits, and I am the General Manager of Pro Kapital Grupp. I have been involved with the company since 1997 already. We are very happy to have the opportunity to introduce to all the listeners our activities, our history in the context of the ongoing bond issue. I will tell you more about Pro Kapital in a more general sense, our history, our activities. I will share our assessment or my opinion, observations on today's market sentiment. After this, I will give the floor to our CFO, who will elaborate a little further on the financials.
Lastly, Silver Kalmus from LHV will walk you through the terms of the bonds and the subscription matters. But before we get into the details, we need to get the legalities in order. An important, let's say, disclaimer notice that this event here is not a solicitation to buy. It's an informative introduction in nature, so I kindly invite and encourage everybody to read this notice very carefully before making any decisions.
So let's begin with the most important question then as to why we are here, and, as you all know, Pro Kapital has launched its bond issue that started officially yesterday. The purpose of this bond issue is to use the capital to fully redeem our existing bonds, which are currently listed in Nasdaq Stockholm Exchange. Pro Kapital has by now developed a very clear Baltic identity.
All our activities, our customer base, our entire portfolio is predominantly in the Baltics. It is only natural that also our investor base be here with us in the home market. Not least important is also the fact that with this move, we would save on our operating and the financing costs. Before going to our history and portfolio, a brief overview of our group structure, in other words, how we manage our operations. Pro Kapital Grupp is a publicly listed holding company, coordinating real estate development through dedicated country platforms and project-level subsidiaries.
Quite a typical structure for a real estate developer l ocal development platforms such as Pro Kapital Estonia or Latvia or Lithuania are then in turn supported by separate special purpose vehicles for individual projects. It helps us to manage each development separately, keep the finances apart, and just enables us to have a much better control of each individual project. As I mentioned, Pro Kapital Grupp is a publicly listed company, since 2012 already and since 2018 on the main list of Nasdaq Tallinn.
As of date, our shareholder base is well over 900 shareholders, and many of them are, let's say, non-residents that hold their accounts through nominee companies. Currently, the largest shareholder of the group is its original founder, Mr. Ernesto Preatoni, directly or through his affiliates. For the past 32 years, Pro Kapital has been developing homes, offices, shopping centers in all three Baltic capitals. At different times, the weight of these functions has varied in our strategies.
Today, we have very clearly become a home builder. If I were to describe our developments, I would tell you such keywords as prime locations and massive locations, large locations, very thoughtful architecture, and high construction quality. Especially as it concerns the latter, we have always been very demanding of our contractors, which has not made our life any easier, believe me. Today, when we are organizing our contracting by ourselves, we are especially demanding of ourselves.
Just to grasp the scale, some numbers. As of date, we have built and delivered over 1,200 homes, apart from all the offices and the shopping centers, and we still have over 1,800 homes to be built in our portfolio. In construction terms, this means well over half a million square meters of already developed areas and well over 300,000 square meters that is waiting to be developed. The total portfolio size that you see on this slide is something that we are quite proud of.
As to the timeline, to try to illustrate our 32 years of history on a timeline, it gets a little cramped, but we have tried our best, and we have made some selection of perhaps the more important developments. 1994 is when Pro Kapital was established, and back in the day, I believe we were one of the first so-called professional developers in the Baltics. Our earlier years were predominantly marked by various large-scale acquisitions and purchases. It was exactly these purchases back in the day that paved the way for our today's portfolio.
Just to give you a few examples, where we have Kalaranna Quarter today, this used to be a huge Kalaranna fish production plant, which we acquired. Ilmarine Industrial Complex, Toompea military area, where we have our Kristiine City developments today. In Riga, a massive Klīversala area and a huge, again, Soviet-time metal production factory in Vilnius on Aguonų and Šeškinė Street. Until the mid-2000s, our focus was mostly on commercial development.
We completed our very first development, Pro Kapital Business Centre in 1997. In 1999, the first of its kind in the Baltics, Kristiine Shopping Center. In 2003, Domina Shopping. When it comes to developing shopping centers, we consider ourselves the pioneers in the market because, as I mentioned, Kristiine was the first of its kind at that time. From then onwards, our focus shifted more and more towards residential real estate.
By that time, we had already completed Ilmarine Quarter. We had done many residential developments in all the old towns of Tallinn, Riga, and Vilnius. In 2011, we completed the first, quite a massive development in Vilnius on Šeškinė Street. In 2018, many award-winning architectural masterpiece, a residential building in Riga called River Breeze Residence. Moving closer to present day, 2022 was a big year for us in Tallinn, when we completed 440 apartments in two different projects in Kristiine City and in Kalaranna.
In 2026, we completed a very important project for us in Vilnius called Miesto Vilos, or City Villas in translation. The project is very significant to us in the sense that the record sales there have achieved a EUR 14,000 per square meter price. The record transactions have fetched over EUR 4.5 million. Even more important than the record deals, it is important that the median price or the average price of all the unsold units, I am sorry, of all the sold units in that project is EUR 10,000.
In the luxury segment in Vilnius, we are, using boxing terms, an undisputed leader. This is not just in my head, but also according to the officially published statistics. The Vilnius market is booming today, and it is posting very strong results for us. Our portfolio overview. Today, I would say our most active life is happening in Tallinn, where we have four projects in active development and six projects are upcoming. In the short and mid-term perspective, Tallinn definitely provides the largest volume and also the cash flows. In Latvia, we have one project ongoing and nine projects are upcoming.
I would like to say that in Riga, we have by far the largest development portfolio today. In Riga, where we are very active in the luxury segment, we have one project ongoing and one is actually about to start. Going further into the Estonian projects in more details. Out of the four active projects, in two of them, the construction is completely done. The construction loans have been prepaid, so the construction risk is fully mitigated. We are only marketing the unsold units in two projects.
Actually, also in the third one, the construction is ending next month. We are planning to start delivering the sold units to our clients the last quarter of this year. The only active construction site today is in the Musketäri Majad, the first phase with 145 units. The construction is being financed by the traditional construction loan, and the units are on pre-sale. Out of the projects in waiting, so to speak, out of the six of them, for two, we already have the building permits in place, and for three, the building permits are in process.
What I deem important, especially from the perspective of investors, is that we do not have any lands in our portfolio, not in Estonia, but also across the board, that bear the risk of detailed planning, which, as you may know, is a big headache and a completely unpredictable process, and adds a lot of unknown factors to one's business plan. I believe we are at a very good place in Estonia with our projects. Some visuals of our active developments in Tallinn, Kalaranna.
The Toompea military area where we have all our Kristiine City developments over 18 hectares. The Kindrali buildings and Musketäri Majad that is an active construction site today. Moving on to Riga. The active development that is happening now is for [Plumeri] Residence. It is under construction now, slated for completion end of next year, and we are actively in the marketing stage. We also have another project with building permit in place, so to speak, development ready, called City Oasis, and this will add another 330 units and over 40,000 square m eters to our portfolio. Most importantly, Klīversala Bay.
This is our group's flagship project, by far the largest. If any of the listeners are familiar with Riga, if you can picture Radisson, Daugava Hotel on the one side and Swedbank headquarters on the other side. In between those two landmarks, there is a peninsula, and that project alone adds to our portfolio over 100,000 sq m of development area and almost 700 units. The preliminary project for that development has received all the approvals from the city and also UNESCO Commission.
I will return to the topic of Riga towards the end of my presentation. Some visuals. This is our River Breeze Residence in the forefront, won many architectural awards. If you can go back one slide. All the green area behind the round River Breeze building is where the Klīversala Bay development will take place. Beautiful water views to the old town of Riga and the river itself. In Vilnius, we completed this year the project that I already mentioned to you, Miesto Vilos, where we have very exclusive homes. Construction is completed as of today.
We are only marketing the unsold units. We are about to start another project called Forgo, which is also a luxury segment product. As I would like to say again and stress that Lithuania really today, its economy is booming, and they are a very clear leader in our portfolio. Some visuals of our developments in Vilnius. Perhaps one more surprising detour to Germany. You may have noticed when I was showing you our structure that we had a country platform, Pro Kapital Germany, and it is specifically for this purpose. We happen to own a very unique and historic hotel property with 116 keys and 11 conference halls that is located in the beautiful spa town of Bad Kreuznach. It is about one hour's car drive from Frankfurt.
The building is very important in the context of European history, because it was here that Konrad Adenauer and Charles de Gaulle met back in the day to try to amend the German and French relationships post-World War II. Given that we have limited time, we are not going to be able to go through a long and a comprehensive market study. Instead, I would like to offer my personal observations on today's market sentiment.
The recently published GDP and wage growth forecasts, combined with a slowing of inflation, will definitely provide a very solid basis for steady progress. Fortunately, the numbers are quite good for all the Baltic States and hopefully also beyond the margin of error, so that there is a real growth taking place. For example, from our experience, when things are in good shape in Vilnius, I would even say more than in good shape, then we feel that the improvement in consumer confidence and affordability would greatly help, especially Tallinn activities.
Not that anything is particularly or dramatically wrong with the situation, and it is exactly here that I would actually like to make one example from our own experience. In the post-COVID period, when the GDP was in the red for Estonia for the nine or 10 consecutive quarters, and with pessimism looming everywhere, Pro Kapital actually achieved a EUR 12 million net profit with over EUR 53 million of revenue as its 2025 result. However, it is very important to note that all of this, the good result, was to a very large extent based on the activities that we were doing during 2023 and 2024, or in other words, pre-sales.
In the era of so-called pessimism, the market was actually very functional, and people really did make vitally important decisions. I believe that our numbers are a very solid proof of this. Moving on from the more general picture into perhaps more specific numbers, in those graphs on the left side, where the sales in new developments are measured for all three Baltic capitals, we see, and quite logically, that Vilnius stands out the most with almost 86% growth.
That is 2025 measured against 2024. Also Riga and Tallinn grew by double digits, which is not at all bad, in my opinion. It is also true that when you start the measurements from a low plateau, it is so much easier to achieve a solid growth. Nonetheless, I believe the Lithuanian numbers show that an even more growth is possible in Tallinn and also Riga, obviously on the assumption that the big macroeconomic picture supports it.
Today, we definitely see that the macro numbers are improving. So we, as Pro Kapital, we are definitely looking onwards with a good level of optimism. All the three countries have developed at different speeds post-COVID period, and the fact that Pro Kapital, as one of the few, if not the only one besides Merko construction, that is active in all three Baltic states, it has given us the flexibility and the opportunity to force our activities in the countries which provide the best market conditions. Again, Vilnius here is an excellent example, where they have made a proportionally stronger contribution to our figure with their good results.
Lastly, earlier I mentioned that in Riga, we have our group's largest development portfolio, yet we only have one development in active stage. Why is this? If we are comparing now on the right-hand side, the median pricing in the new developments in the Baltic cities, we see that Vilnius and Tallinn, they are more or less on the same level, absolutely comparable. However, Riga stands out with a price that is substantially lower.
This is exactly the reason why we have remained a touch conservative on this and have not jumped on the bandwagon as many other developers have done. There is still an anomaly in Riga market and continues to favor, let's say, the lower price point developments. Again, very respectfully, we simply feel that our portfolio is worth more, and we do not want to spend our so-called premium quality land for an economy class development. But once again, Riga is picking up to Vilnius and Tallinn very fast, and sooner or later, there will be time for us, and we will definitely be ready with our projects in Riga. With this, I thank you, and I yield my time to Ann now.
Thank you, Andrus, and hello, everyone, from my side as well. I will now take you through the financial side of Pro Kapital. 2025 was actually a very successful year for Pro Kapital, when revenue reached to EUR 53 million. Operating profit was almost EUR 15 million, and net profit was EUR 12 million. The first half of 2026 has also been profitable for us, when the revenue for first six months was EUR 26 million and operating profit was close to EUR 6 million.
One important metric along these numbers is our gross margin, which in simple terms, shows how much we get to keep after covering the direct costs. In 2025, our residential development gross margin was around 35%, while comparable residential developers were at 16%-24%. In real estate, the revenue can move quite a lot from year to year because it depends on when projects are completed and apartments are handed over to the customers.
Our gross margin has remained relatively stable at around 30%, and the increase to 37% over the past year has been mainly driven by the completion of our exclusive Miesto Vilos project and, of course, its strong sales performance. The lower revenue in 2023 and 2024 mainly reflects the cyclical nature of the real estate business, as most of our earlier projects had already been sold and the next projects were actually still under construction. So the sales were happening and the pre-sale agreements were being signed, but the revenue could not yet be recognized. Besides revenue and profit, one of the most important areas for the bond investors is always the balance sheet.
As at the end of June, our equity was almost EUR 67 million. In other words, around 54% of our assets were financed with shareholders' own capital, while other issuers in our sector are in the range of 23%-41%. This actually should give investors additional confidence that every new investment and development project is actually carefully assessed by us, as investment decisions somehow become a little more real when our money is at stake, not just the numbers in Excel spreadsheet. In addition to strong equity, we also have a solid asset base.
This includes cash and receivables, completed and under construction real estate, as well as investment property. In investment property, it includes mainly the land plots where the development is still ahead of us. Completed inventory at the end of June included 85 apartments and 10 commercial premises, together with parking spaces and storage units. Additionally, we have currently around 375 apartments in active development and construction across all three Baltic countries.
What is also important is that our completed properties are carried on the balance sheet at cost, so the additional profit margin is recognized when the property is sold. The development in progress, of course, it is not as liquid as the cash or a completed apartment, but these are the projects that are expected to generate a significant part of our revenue and cash flow in the coming years. The final key topic is our debt level, which has come down significantly over the past few years.
Our LTV, which shows how much debt we have compared to the value of our real estate assets, has come down 40% over the past three years. At the same time, 83% of our total debt is already today covered with existing cash and completed real estate held for sale. I would also like to point out that the current bond issue will not increase Pro Kapital's overall debt level, but its main purpose is to repay our existing bonds in the Swedish market in full and bring this financing back to our home market in the Baltics. At same time, of course, it will help us to reduce the administrative and financing costs related to the servicing this debt.
To sum it up, I would like to highlight once again the key strengths of Pro Kapital Grupp, which are our long track record and presence across all three Baltic countries, our strong equity and solid asset base, and our prudent debt level together with profitable development projects. If you decide to invest in Pro Kapital's bond, you are investing in a long-established Baltic real estate developer with a broad development portfolio. This is all from me, and I will now hand over to Silver.
Thank you, Ann. I see we have already quite many questions, also to you, Ann. But maybe before I will read out the questions, let me walk you through the terms as well. Before I do that, I encourage everyone to go to Pro Kapital's website and download or read at least the prospectus, which is available in English. Also, the terms and conditions are available at Pro Kapital's website. If you have any questions, while you are reading it, let us know. You can write to me directly or to Pro Kapital. We are happy to answer all the questions after the call as well. To summarize the terms of the issue, the issuer is AS Pro Kapital Grupp, so it is unsecured bond. The type of placement is public offering in all three Baltic countries.
Also, the bond issue is also available for professional investors in European economic area, so the professional investors can also subscribe. The issue size is EUR 6 million, with the possibility to increase it up to EUR 10 million t he interest rate is 8.3%, and it is paid out quarterly. The issue date is September 25, and the tenor of the bond is two years. But it is important to highlight that the issuer can also redeem the bonds early, six months prior to maturity.
The use of proceeds, as Ann mentioned, is for the redemption of the existing Swedish bonds fully. It is very important that we have the financial covenant written in the terms and conditions. This we are testing on a quarterly basis, and it has to be above 35% at all times. These bonds will be also listed on Baltic Bond List on the settlement date. The arranger is LHV Pank and the legal advisor is TEGOS. If we are now going to the next slide, then here is a short reminder for some of the investors that maybe are doing a first bond investment.
To invest into a bond, the investor has to have a Baltic Securities account. If you are a legal investor, you also have to have a legal entity identifier. Regarding the subscription period, yesterday was the first subscription day, and the subscription period will end next Friday, that is September 18. The allocations and results will be published on Tuesday, that is September 22. And as I mentioned, the issue date will be September 25, and the expected listing of the notes is the same date. Now I see we have quite many questions, so let us try to cover all of them. Ann, maybe the first question to you about the financials. Regarding your gross profit margin, so it is quite high. The investor is mentioning what are the main drivers behind it, and is it sustainable?
Thank you. Of course, we do not know the exact cost structure of other developers, but we can say that Pro Kapital Grupp benefits from strong cost control and, of course, from long experience in pricing the projects. Also, our in-house general constructor, sorry, helps us to manage our construction cost. I would say that same time also definitely good location and projects quality support our strong selling prices. I would also point out that our direct costs include capitalized construction loan costs, and earlier land revaluations have already also been recognized in previous periods. So this one will also not improve actually our gross margin. About future, of course, margin will always depend on the project and most definitely from the market conditions. But our current development portfolio and strong locations definitely support the healthy margin also going forward.
Okay, thanks. A follow-up question I see is about revenue for 2027 and 2028. Do you have any predictions for the revenue for 2027, 2028 based on the current inventory and development pipeline? Would EUR 25 million per year be a fair assumption? That is the investor question.
I am sorry, how was the end?
Whether the EUR 25 million per year would be a fair assumption for the.
Okay
Turnover or revenue.
Okay. First of all, I am not definitely trying now to step away from this question, but as we are a stock exchange company and we haven't actually published our forecast for the next years, then I try to answer as good as I can from the actually existing financials. As you saw, we have actually really solid completed inventory balance, which is EUR 27 million and which really added up the gross margin. Based on that, we expect to generate enough revenue also in the future.
And of course, our completed projects, not completed, the project that are still under construction will be completed next years and will add extra revenue and cash flows from that. As I said, unfortunately, I can't say that is it EUR 25 or is it EUR 50 million, but we do our best. And you can also say that actually the demand on the market is still existing, and our first six months result also supports it.
Silver, if I may add, true. Unfortunately, we're not at liberty to say predictions or prognosis here due to the regulations. But anyway, if the listeners, whoever posted the question, if they read the prospectus, our current activities, there are also tables with unit counts, which are in active development. It's fairly easy to deduce what would be the assumed revenue or at least the size of it. So I invite everybody to read the prospectus, and especially where it describes our business activities.
Okay. That is a good recommendation. Two more financial questions before the project-specific question. Firstly, about the equity ratio t he listener is asking w hy such a high equity ratio compared to other developers?
Ann, if you want, I can take this.
Yes. You can do it.
The high equity ratio, it is actually a conscious decision that given our age, that we started practically from mid-1990s, we have seen all the different cycles. And it is also the owner's, let us say, philosophy, in my opinion, that they would rather carry a bit more buffer under our belly so that we can weather the crisis much better. And it has proven to be the correct decision. When times are tougher, we are not forced to sell at fire sale prices. It gives us the liberty to really elaborate the projects carefully before starting. It just gives us some financial freedom and flexibility to make very conscientious and well-thought-out decisions. That is the answer. It is intentionally like this, and I do not see this philosophy changing in the next periods where we have a lot of developments coming up.
Okay. Thank you. I think it is a good philosophy. Now the second question, or last question, sorry, is about project financing. Is the bank debt secured solely by the respective project SPV, or does the collateral package also include share pledges or guarantees or claims on other development assets within the group?
I can take this, Ann. Yes. I come back to the fact that we are being conservative, and I will touch even a bit this cross-margin issue. Maybe perhaps why our cross margin is substantially higher than the competitors is it is a common practice today in the market that a lot of the competition is using bond financing in the very early stages of the project development, which raises up their financial costs for sure, arrangement fees, interest rate, what have you.
We are not doing this. We are true to the classical, let us say, philosophy of development. We are taking only the construction loan for our projects. For each project, we have a dedicated company, SPV, and typically, yes, the project construction financing only has a collateral against that SPV, that particular land plot. We have not, in the recent times, practiced cross-collateralization. We are, yes, eliminating that risk on the SPV level. What was the other part of the question?
About the collateral packages.
Oh, yes. Yes. The typical collateral package is the collateral on the land, the mortgage on the land that we develop. On few occasions, they have asked the parent company guarantee for the cost overruns, usually in the amount of 15%-20%, and that's it. The other available portfolio, which Ann said, which is the real estate investments, these properties are typically free of collateral. As of today, they are.
Good. Thank you. Now going to Riga, we have, I think, two or three questions about the different projects. Firstly, about the Klīversala Bay. When will Klīversala Bay launch, showcasing the vision for the entire neighborhood or for the remaining buildings? It's the first question.
We do not have that in the pipeline yet. We are not prepared to say as to when. Earlier I mentioned when we compared the medium prices in new developments. Today, we feel we are not ready to develop, to spend that land on an economy development, and at the same time, we feel that the market is not ready for a premium pricing. The absorption is not there yet.
Okay.
We are working hard to bake the property, so to speak, to be ready with the plans, drawings, and then launch the start. We will let the market know for sure.
Okay, thanks, Andrus. Next question is about the City Oasis. It has been silent since the EUR 40 million investment announcement in 2019 and looks suspended. Can you comment, please?
We have actually activated the building permit. We are doing some demolition works right now on that site. The actual start, we are working on the business plan now. Again, unfortunately, we are not prepared to say that I cannot give you the exact date as to when we will start. It is a very important project in our pipeline, and sooner or later it will start. Again, it is a bit of an absorption market, absorption issue today, the way we see it in the market.
Okay, thank you. The listener is saying that large commercial buildings have done lots of CapEx investments into shopping centers. Do you have such plans for Domina Shopping?
Domina is long gone for us. We sold it, I forget the year now, to the Austrian fund. It was one of the most successful exits for us, and since then, it has had nothing to do with us. I know that after two or three subsequent changes in ownership, it is now owned by the Estonian businessmen. But we have nothing to do with Domina Shopping, nor Kristiine Shopping for that matter.
Okay. Thanks for the comment. Then the last question, maybe the most interesting one. Could you compare the Riga, Tallinn, and then Vilnius market once again for the listeners? Then which market currently offers the best development opportunities in your opinion?
Again, I am staying by my statement about Riga w e have very high hopes in Riga. It plays a very great role for our group's future, the Riga portfolio. But I think it will still be a couple of years before it catches up to the level of Tallinn and Vilnius. Vilnius or Lithuania in the bigger context definitely offers the best proposition today in the luxury segment, in the premium segment, which is exactly where we have our best knowhow. Our team in Lithuania is really excellent in marketing such products and I am happy that we have the next project about to start. So this is where in Vilnius market we are forcing the luxury development. In Tallinn, we saw that the luxury EUR 10,000, EUR 9,000 per square meter properties were moving very well in 2023.
Also beginning of 2024, then it started slowing down because I think the economic sentiment among the, let us say, entrepreneurial sector went down. But at the same time, the middle-class properties started selling very fast. So we were very happy to have both segments represented in our portfolio in Tallinn. So I would dare say that in Tallinn, the best proposition, value proposition, is in the high to medium or high mid segment. I hope it very broad overview.
Yeah, I think it was a really good overview. I think that wraps up our questions and also the webinar. Thank you all the questions. Thank you, Andrus. Thank you, Ann. Maybe Andrus, last words before we wrap up and then close the webinar.
Hello to everybody. Your presence is highly appreciated, and I truly hope that we were able to bring our message across. I'm very confident in the fact that Pro Kapital Grupp is really a very solid company with excellent indicators, as Ann pointed out to you. And I promise that we will be a very good partner in whatever form of cooperation we will have with the listeners.
Okay. Thank you, everybody.
Thank you.
Have a good day.