Investor FAQ

A public bond issue by Planets Group d.o.o., with a fixed interest rate of 7.5% a year, maturing on 16 July 2029 and registered with the Central Depository & Clearing Company (SKDD). The most accessible way to invest in Koykan, from EUR 1,000.

The interest rate on Koykan bonds is set to offer investors an attractive but sustainable return, given the cash flows the Koykan Group generates through its chain of own and franchised QSR (quick service restaurant) locations. For the current public issue by Planets Group d.o.o., the interest rate is 7.5% a year, fixed, with half-yearly payments and maturity on 16 July 2029. The interest rate of each issue is set in its Resolution on the Bond Issue.

The current issue offers a fixed 7.5% a year. The coupon is paid half-yearly, and the principal in one payment on 16 July 2029.

The minimum investment is EUR 1,000 (the nominal amount of one bond) for the current Planets Group d.o.o. issue, which makes Koykan bonds accessible to a broad range of investors, including retail investors and private individuals. For the co-ownership option (exchanging bonds for stakes), the threshold is EUR 5,000. For the issues by Koykan Growth Company (Koykan Mirna d.o.o.) and Koykan Yield Company (Koykan Drava d.o.o.), the minimum subscription is EUR 5,000. Subscription is possible in steps of EUR 1,000.

The current Planets Group d.o.o. bond (PLGR-O-297A) carries no right of conversion. The Issuer intends to offer investors who have invested at least EUR 5,000 a voluntary exchange for stakes; all other investors receive the nominal value of the bond at maturity, together with the agreed interest. With convertible bonds, investors below the minimum amount for conversion take part through a standard bond and receive the nominal value at maturity.

As with any investment, there are risks, including the risk of partial or total loss of the amount invested. The key risks are the issuer’s credit risk, refinancing risk (earlier issues mature before this one), liquidity risk, early redemption risk, and the operational, expansion and market risks of running restaurants. The bonds are unsecured. Koykan mitigates these risks through geographic diversification across four markets, standardised opening and operating processes (PMO, SOP) and a single POS and ERP system, but it cannot eliminate them. A detailed description of all the risks is in Part C of the Information Document.

In the issue documentation and the instrument’s PRIIP KID, both of which are published on the Offer Documents page. The history of all previous bond rounds is publicly documented on the Koykan Investor Relations page. This page is an informative summary and does not constitute investment advice. Read the issue documentation before making a decision.

Yes. Koykan undertakes to report to investors regularly and transparently through half-yearly investor letters, which will set out the key operating and financial indicators relevant to bondholders. The letters, the annual financial statements of the Group companies and the issue documentation are published on the Investor Relations page: https://koykan-capital.com/investor-relations/.

All relevant information about the Company’s operations, including financial statements, investor materials and information on the bond issues, is publicly available at the following links:

https://koykan.com/en/obveznice/
https://koykan-capital.com/investor-relations/

To give all investors equal access to information, the Issuer does not provide additional unpublished information to individual investors. It publishes all relevant information publicly, to everyone on equal terms.

Yes. The Company may, on prior written notice to holders and under the conditions set out in the issue documentation, redeem the bonds early, in whole or in part. The notice period is set by the Resolution on the Bond Issue (for the current Planets Group d.o.o. issue at least 30 days, and for the Koykan Mirna d.o.o. and Koykan Drava d.o.o. issues at least 60 days). In that case, investors receive the full nominal amount of the principal and the accrued interest up to the date of early repayment, with no reduction of the principal, but they forgo the coupon income they would have earned up to the scheduled maturity.

Yes. Everyone who has acquired the right of conversion through their investment will be able to exercise that right in the event of early redemption of the bonds by the company. It is the Company’s intention that holders with a right of conversion can submit a conversion request during the notice period for early redemption. Note, however, that the Resolutions on the Bond Issue allow early redemption to take place even before the deadline for submitting a conversion request has expired. This is therefore the Company’s intention, not a separate contractual right under the Resolution on the Bond Issue.

The Koykan Group issues:
1. Standard bonds of Planets Group d.o.o. with a fixed interest rate and no right of conversion, repaid at maturity. For investors with a holding of at least EUR 5,000, the Issuer intends to offer a separate, voluntary option to exchange for stakes in Planets Group; that option is not part of the rights attached to the bond.
2. Bonds with a right of conversion, which give the investor the right, but not the obligation, to exchange the nominal amount for stakes or shares in the issuer, under the terms of the Resolution on the Bond Issue. Such bonds are issued by Planets Group d.o.o. (the Group’s parent company), Koykan Growth Company (Koykan Mirna d.o.o.), which funds the construction of new restaurants, and Koykan Yield Company (Koykan Drava d.o.o.), which invests in stabilised restaurants for a regular return.

From a threshold of EUR 5,000, you keep the fixed interest, and the Issuer intends to offer you a voluntary exchange of bonds for stakes in the Koykan Group during the life of the bond. The bond is not convertible and the exchange is not a right attached to the bond; the terms of the exchange, including the valuation, will be set by the Issuer in a separate resolution. Acceptance is your choice, not an obligation.

A path to co-ownership of the Koykan Group, the company that owns the brand, the recipes and the franchise system and stands behind all the restaurants and capital channels. Technically, you are investing in a Development Bond at a fixed interest rate, and you become a co-owner only if you accept the exchange offer, if the Issuer makes one.

Questions 15 to 26 relate to convertible bonds (earlier series of Planets Group d.o.o. and the offers by Koykan Mirna d.o.o. and Koykan Drava d.o.o.). The current Planets Group d.o.o. bond (PLGR-O-297A) is not convertible.

Convertible bonds are a type of bond that allows investors to convert the amount they have invested into an equity stake in the company, on predefined terms. Until conversion, the investor is a creditor and receives the agreed interest; on conversion, they become a co-owner and take on the risk and the upside of the stake’s value, including the possibility of dilution. An investor who does not convert keeps the bond and receives the principal at maturity. This is why convertible bonds appeal both to the companies that issue them and to the investors who buy them.

The minimum investment for acquiring the right of conversion is set by the Resolution on the Bond Issue for each issue. In the 2025 Planets Group d.o.o. issue with a right of conversion, the threshold was EUR 50,000, while in the Koykan Mirna d.o.o. and Koykan Drava d.o.o. issues every holder has the right of conversion (the minimum subscription is EUR 5,000). The current Planets Group d.o.o. bond is not convertible; for investors from EUR 5,000, the Issuer intends to offer a voluntary exchange. Investors below the threshold take part through a standard bond and receive the nominal amount at maturity.

Yes. All investors who have invested the minimum amount required for the right of conversion in that issue have the right to convert all or part of the nominal amount of the bond into equity stakes in the Company, in accordance with the conversion terms.

Price of one stake (share) = Value of the Company on the conversion date / number of existing stakes (shares) before conversion
Number of new stakes (shares) = Conversion amount / price of one stake (share)

The percentage of ownership after conversion equals the number of stakes acquired divided by the total number of stakes after conversion.

The value of the Company on the conversion date is determined by the most recent valuation at which investors invested in the company’s equity (the value before the capital increase, the so-called pre-money value), but only if that valuation is equal to or higher than EUR 6,250,000. If the value of the Company in that round is lower than that amount, a protective minimum (floor) value of EUR 6,250,000 applies, which corresponds to the Company’s value in its last investment round in 2023.

This rule applies to the bonds with a right of conversion issued by Planets Group d.o.o. In the Koykan Mirna d.o.o. and Koykan Drava d.o.o. issues, the value of the company for conversion is determined by an official valuation by an external valuer, by 31 December 2027 at the latest.

An equity round in this context means a new investment in the Company’s business shares by an investor not connected with the Company, carried out in a transparent manner, with accompanying financial and business documentation and a clearly established valuation of the Company that reflects market conditions at the time of the investment.

The investment in the bonds will be converted into equity interests in the Company through the most suitable conversion model, on the conversion date set by the Resolution on the Bond Issue. The conversion mechanism will be structured either directly into business shares of the Company, or through the Company’s transformation into a joint-stock company (d.d.), or through a specially established legal entity (SPV) that will enable investors to hold equity. The model chosen will depend on the legal, regulatory and operational circumstances at the time of conversion, and all investors will be given equivalent economic rights and proportionate ownership. Under the planned structure, on conversion investors acquire preference shares without voting rights, with a right to profit in proportion to the amount paid in. The exact instrument and its features are published when the Company offers conversion. While the issuer is a limited liability company, conversion is carried out by increasing the share capital, and the investor signs a declaration taking up the business share, which a notary public certifies; once the Company has been transformed into a joint-stock company, the new shares are registered with SKDD.

If an investor does not wish to convert the bond, the Company is obliged to pay the entire nominal amount of the bond at maturity, together with the agreed interest.

Yes, an investor can convert part of their bond, provided that the amount converted is not less than the minimum conversion amount set for that issue. The remainder of the bond can be held until maturity, when it will be paid out in accordance with the applicable terms of the issue.

For the Koykan Mirna d.o.o. and Koykan Drava d.o.o. offers, request conversion by email to obveznice@koykan.com, no later than 30 months from registration of the issue; receipt of the request is confirmed within 7 days. The Company will then inform you by email, in good time, of all the conversion terms, including the estimated value of the company at the time of conversion, and you will be invited to confirm your conversion request in writing by email, in part or in full, as you decide. If you decide against conversion, you keep your rights as a bondholder.

Within the period set by the Resolution on the Bond Issue for the individual series, the Management Board of the Company undertakes to convene a general meeting to resolve to increase the share capital by issuing new business shares. This will enable investors who invested through a convertible bond to exercise their right of conversion.

After the general meeting has been held, the Management Board will inform all investors of the detailed conversion model, including the technical framework and timetable for carrying it out.

For the Koykan Mirna d.o.o. issue, the Management Board is obliged, by 31 March 2028 at the latest, and for the Koykan Drava d.o.o. issue, by 31 October 2027 at the latest, to work out the conversion model and convene a general meeting to decide on the manner of conversion. For both issues, the Management Board is obliged, by 30 June 2028 at the latest, to prepare a proposal for the technical and legal conversion model and to convene a general meeting to decide on carrying out the conversion.

The Management Board of the Company undertakes to do everything in its power to ensure that the general meeting is held in good time and that the decisions necessary to carry out the conversion are adopted. However, exceptional circumstances or external factors can always arise that affect the course or outcome of that process (for example regulatory changes, litigation or property law obstacles).

If an investor does not exercise the right of conversion for any reason, including their own decision, the bond is treated as a standard bond, and at maturity the Company will pay its nominal value in accordance with the terms of the issue. In the Koykan Mirna d.o.o. and Koykan Drava d.o.o. issues, if the Management Board does not carry out the prescribed actions within the set period, the investor retains the right to request the return of the bond on the original terms.

Planets Group will pay a dividend as decided by its general meeting. At this stage, its aim is to reinvest all of its profit in growing the business.

Yes, by subscribing to them directly. In addition, the exchange offer that the Issuer intends to make to investors from EUR 5,000 will let them choose between co-ownership of the Group, the development of new restaurants and restaurants with stabilised revenue.

Because retail investors built it: more than 500 of them have invested over EUR 4 million since day one. The aim is to round that circle off at one thousand co-owners before funds and strategic partners come in.

Koykan is currently focused on maximising positive cash flows and expanding its operating network through its own and franchised QSR locations. A Series A round at the level of the parent company is being prepared in parallel, and in later phases the entry of a larger strategic or private equity partner is being considered. In future, Koykan will continue to take all business decisions to maximise returns for its investors, with a clear ambition to list on the stock exchange through an IPO at the optimal moment. An IPO is a goal, not an obligation or a guaranteed event. At the same time, Koykan places particular value on retail investors and aims for the highest possible level of transparency towards them, so that trust is built on clear information and a shared interest in long-term success.

Co-ownership is a long-term position. The Group’s goal is a stock exchange listing, after which the shares would trade at the market price; until then, liquidity is limited. Other scenarios are also possible, such as strategic transactions. All of these are possibilities, not guarantees.

For this issue, in accordance with the applicable regulations and the size of the issue, there was no obligation to produce a prospectus. Even so, for its new issue the Issuer has prepared an Information Document in accordance with Article 409 of the Capital Market Act, which contains all relevant information about the Company’s operations, the issuer and the bonds and is publicly available on the Offer Documents page (https://koykan-capital.com/dokumenti-ponude/) and at https://koykan.com/hr/obveznice/. The Information Document has not been reviewed or approved by the Croatian Financial Services Supervisory Agency (HANFA) or ESMA.

The terms of the bond issue are set out in the Resolution on the Bond Issue which, together with the other prescribed documentation, was submitted to SKDD when the issue was carried out.

The Development Bond offer is carried out without a prospectus, on the basis of an Information Document that HANFA has neither reviewed nor approved. The bonds are held with SKDD, and the technical and administrative coordination of the subscription is carried out by Escont Partners d.o.o. The binding terms are set out in the Information Document and the Resolution on the Bond Issue.

You complete the subscription form. After the subscription book closes, you receive a payment request, and the bonds are registered with SKDD. If you do not have an SKDD account, one is opened automatically. Coordination is handled by Escont Partners d.o.o.

Primarily in developing the existing restaurant chain and increasing its profitability.

The bonds are unsecured. They are direct, unconditional and unsecured obligations of the issuer, for which no third party and no other Group company stands as guarantor. In relation to the issuer’s other unsecured creditors, holders rank equally (pari passu).

No. The bonds are not backed by a guarantee, a surety or collateral from a third party, and the terms of the issue contain no provisions on events of default or any right of holders to demand early repayment. Holders are protected by the registration of the bonds with SKDD, by half-yearly reporting and by their rights under the general rules of the Civil Obligations Act (default interest, judicial recovery of a matured claim).

We expect the bond to be issued within 30 days of payment (within that period, the Issuer submits the documentation for registration of the tranche to SKDD). In the current Planets Group d.o.o. issue, all tranches mature on 16 July 2029 (3 years from the registration of the first tranche). The exact date is shown once registration with SKDD has taken place.

From the moment the bond is issued, that is, from the date the bonds are registered to the investor’s account with SKDD. Where subscription is made in several tranches, interest is calculated for each investor from the date their tranche is registered.

Bonds are often issued in tranches. We expect the bond to be issued within 30 days. The other tranches will be issued later, but all will have the same maturity date, coupon dates and coupon rate. Interest for an individual investor accrues neither from the date of payment nor from the end of the offering, but from the date the bonds are registered to their account with SKDD. The first interest payment covers the period from the registration date to the first interest payment date.

When the issue gets under way, an ISIN will be assigned. When SKDD creates the bond and publishes the issue and the issue data, the ISIN will also be clearly indicated. The ISIN and identifier of each issue are also published in the issues table at https://koykan-capital.com/investor-relations/.

Every 6 months from the date of issue. The actual dates depend on the exact date of issue (first registration with SKDD). After registration, they are published on the SKDD website. The final coupon is paid together with the principal on the maturity date.

A PIN is not required. You can access your SKDD account by logging in through the e-Citizens system at https://www.skdd.hr. If you do not have a basic account with SKDD, one is opened free of charge as part of the bond subscription.