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Adoption of the decisions of AS PRFoods noteholders by written procedure

Written by Customer Service on . Posted in Public Companies.

AS PRFoods (registry code 11560713, registered address at Pärnu mnt 141, 11314 Tallinn, Estonia; “PRFoods”) hereby proposes to persons holding the notes (the “Noteholders”) of the Issuer, due on 30 April 2025 and bearing ISIN code EE3300001577 (the “Notes”), issued under the Terms and Conditions of Secured Note Issue of AS PRFoods dated 14 January 2020 (as most recently amended on 17 January 2025) (the “Terms”), to adopt the decisions of the Noteholders, without convening a meeting, by way of written procedure (the “Written Procedure”) pursuant to section 12.3 of the Terms.

The list of Noteholders with voting rights will be fixed as at the close of settlement day on 08.04.2025 in the Nasdaq CSD settlement system. Voting is possible during the period from 03.04.2025 until the end of the day on 17.04.2025 (i.e. until 11.59 p.m.). The voting ballot is annexed to this notice as Annex 1.

Noteholders have the following options to cast their votes:

  1. by submitting the voting ballot, completed and digitally signed by the Noteholder entitled to vote or by his/her authorised representative, or by submitting a paper ballot, signed by the Noteholder entitled to vote or by his/her authorised representative and scanned, by e-mail to investor@prfoods.ee no later than 17.04.2025 at 11.59 p.m.
  2. by submitting or by sending the original paper ballot, completed and signed by hand by the Noteholder entitled to vote or his/her authorised representative, to the office of AS PRFoods at Pärnu mnt 141, 11314 Tallinn, Estonia, in such a way that it arrives no later than 17.04.2025 at 5.00 p.m.

Background

PRFoods has, in the earlier market announcements notified the Noteholders and other investors, of the necessity to restructure its debt obligations (including the Notes and the subordinated convertible notes issued by PRFoods in 2021) in order to support the sustainability of the business operations of PRFoods and its subsidiaries and to protect the interests of investors of PRFoods and the employees of the whole group.

PRFoods has now, in coordination with its relevant major creditors, developed a plan for the voluntary out-of-court restructuring of the existing financial obligations of PRFoods and its subsidiary Saaremere Kala AS arising from the Notes and convertible notes issued by PRFoods and from the unsecured and secured loans provided by its shareholder, Amber Trust II S.C.A., SICAR.  A document setting out the high-level description of main principles and rationale of the proposed restructuring is attached as Annex 2.

The proposed restructuring foresees the following main measures: (i) postponing of the maturity of all restructured financial obligations until 31.03.2028 and applying 0% interest to all restructured financial obligations from 31.03.2025 and until the end of the relevant period to sustain the restructuring; (ii) obtaining additional financing from its shareholder, Amber Trust II S.C.A., SICAR (in liquidation), to support and finance the restructuring, working capital needs, profitability growth, and the development by the Group of the PV4 fish farming licence; (iii) continuing operations over the three-year restructuring period with the goal of increasing asset value and allowing PRFoods to sell the Group’s specified core assets as a going concern at an optimal moment within this timeframe, depending on market conditions and other relevant factors, and taking all reasonable steps for preparing and conducting the structured divestment of the relevant core assets and (iv) distributing and applying net proceeds from the sale of the respective core assets for the repayment of the restructured financial obligations in instalments and agreed proportions between the affected groups of creditors and PRFoods (all as further described in Section 3.2 of Annex 2) (the “Restructuring”).

In order to effect the Restructuring, PRFoods has prepared a set of documents (as referred to in Section 3.2 of Annex 2) implementing the principles of the proposed restructuring into the Terms and the terms of the convertible notes and existing loan agreements, including the amended version of the Terms (attached hereto as Annex 3) and the Proceeds Sharing Agreement (attached hereto as Annex 4). Additionally, PRFoods and PRF Collateral Agent OÜ, acting as the Collateral Agent under the Terms, have agreed on certain changes to the Collateral Agent Agreement regarding the fees of the Collateral Agent (attached hereto as Annex 5).

PRFoods hereby initiates written procedures to seek formal approval of the Restructuring and the relevant documents implementing the Restructuring from the Noteholders.

Simultaneously, PRFoods has, among other, initiated (by a stock exchange announcement published today) written voting procedure by its shareholders to receive an approval to the Restructuring, obtaining of the additional senior financing from its shareholder, Amber Trust II S.C.A., SICAR (in liquidation), and to amendments of the existing unsecured loan from Amber Trust II S.C.A., SICAR (in liquidation).

Decisions to be adopted by written procedure:                                  

PRFoods proposes to the Noteholders the adoption of the following decisions:

  1. to approve and agree to the following:
    1. to approve the voluntary out-of-court restructuring of the existing financial obligations of PRFoods and its subsidiary Saaremere Kala AS;
    2. to amend the Terms and to approve the new version of the Terms in the redaction including the relevant amendments, in the form set out in Annex 3, and to authorize PRFoods to amend, enter into, confirm and submit all necessary documentation and      instruments, including the Final Terms of the Notes, that are necessary to reflect the amendments made in the Terms;
    3. to approve the Proceeds Sharing Agreement attached as Annex 4 hereto (which will be attached to and form integral part of the new version of the Terms) and to authorise PRF Collateral Agent OÜ (as the Collateral Agent) to sign the Proceeds Sharing Agreement; and
    4. to approve the Amendment Agreement to the 14 January 2020 Collateral Agent Agreement in the form set out in Annex 5 (which will be attached to the new version of the Terms) and entry into the amendment agreement by PRFoods and PRF Collateral Agent OÜ (as the Collateral Agent);

      5. whereas the decisions specified above shall become effective after adoption thereof as of such time when the decisions of the shareholders of PRFoods set out in a stock exchange announcement “Proposal for adoption of resolutions of shareholders’ general meeting of PRFoods without convening a meeting” published by AS PRFoods on 3 April 2025  have also been adopted.

      Participation and voting

      In accordance with section 12.5.2. of the Terms, only persons appearing as Noteholders in the Estonian Register of Securities (the “Register”) at the close of settlement day of the Register, seven (7) banking days preceding the end of the voting period, shall be entitled to participate and vote in the Written Procedure.

      Noteholders holding their Notes directly may participate and vote in the Written Procedure directly themselves or through their authorised representatives. If the Notes of a Noteholder are held through a custodian, such custodian must provide a proxy to the Noteholder in order for such Noteholder to participate in the Written Procedure. The form for such proxy has been attached to this notice as Annex 6.

      The voting ballot submitted by e-mail must be digitally signed in order to enable the identification of the Noteholder. If the paper ballot is signed and scanned and sent by e-mail or if the paper ballot is sent by post, a copy of the page of the Noteholder’s or Noteholder’s representative’s identity document (e.g. passport or ID-card) containing the personal data (including the date of expiry of the document) must be sent together with the paper ballot. The Noteholder’s authorised representative must additionally submit a valid power of attorney in a form that can be reproduced in writing in Estonian or English. In the case of a Noteholder who is a legal entity registered in a foreign country, PRFoods may require it, if necessary, to submit a copy of the extract from the relevant foreign commercial register, which proves the representative’s right to represent the Noteholder (statutory power of attorney). The extract must be in English or translated into Estonian or English by a sworn translator or by an official deemed equal with a sworn translator.

      Majority requirements

      In accordance with Sections 5.5, 12.4.1 and 16.1.3 of the Terms, the resolutions set out in this market notice are considered adopted in case Noteholders holding in aggregate Notes with the nominal value representing at least 2/3 of the aggregate nominal value of all Notes held by the Noteholders participating in the Written Procedure vote in favour of the resolution.

      PRFoods and Related Parties (as defined in the Terms) shall not have the right to vote in the Written Procedure and the Notes held thereby shall not be counted in determining the majority requirements.

      When the Noteholders approve the above resolutions, with the required majority, such resolutions shall be binding on all Noteholders.

      Please send questions regarding the draft decisions to e-mail address investor@prfoods.ee or to AS PRFoods address at Pärnu mnt 141, 11314 Tallinn, Estonia, by 10.04.2025 at the latest.

      Annexes:

      Annex 1 – Voting Ballot
      Annex 2 – Description of the proposed restructuring
      Annex 3 – Note Terms and Conditions (amended)
      Annex 4 – Proceeds Sharing Agreement;
      Annex 5 – Amendment Agreement to the 14 January 2020 Collateral Agent Agreement
      Annex 6 – Form of proxy for appointing a proxy holder chosen by Noteholder

      Additional information:
      Timo Pärn / Kristjan Kotkas
      AS PRFoods
      Member of the management board
      investor@prfoods.ee
      www.prfoods.ee

      Attachments

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