Skip to main content

Completion of the Sale of the Share of Saare Kala Tootmine OÜ

Written by Customer Service on . Posted in Public Companies.

AS PRFoods (registry code 11560713) hereby notifies that its subsidiary Saaremere Kala AS (registry code  11310040, hereinafter “Seller“) has completed previously announced transaction (as disclosed in a stock exchange announcement published by AS PRFoods on 23 April 2026 (https://view.news.eu.nasdaq.com/view?id=1436682&lang=en), whereby 100% shareholding in Saare Kala Tootmine OÜ (registry code 10377013, hereinafter “SKT“) was sold and claims arising from shareholder loans and an inventory loan provided to SKT were transferred to the Latvian company Brīvais Vilnis A/S (Latvian registry code: 40003056186, hereinafter “Buyer“). The general meeting of shareholders of AS PRFoods approved the transaction by their relevant resolution published on 18 May 2026 (https://view.news.eu.nasdaq.com/view?id=1442522&lang=en). In accordance with the terms of the transaction, the vendor note agreement concluded between the Seller and the Buyer and setting out the terms of the payment by the Buyer to the Seller of the amount equal to the outstanding purchase price for the share of SKT and of the transfer price for the inventory loans has entered into force upon completion of the transaction.

Pursuant to the terms of the transaction, the Seller has received from the Buyer upon signing and closing of the transaction a part of the purchase price in the total amount of EUR 200,000. The Buyer is obliged to pay remaining instalments pursuant to the terms and by the deadlines provided in the vendor note agreement.

AS PRFoods is under obligation to distribute each payment received from the Buyer in connection with the sale of shareholding in SKT in accordance with the principles stipulated in the proceeds sharing agreement concluded in connection with restructuring of AS PRFoods debt obligations approved by the shareholders and noteholders of AS PRFoods in April 2025 (the text of the relevant agreement was attached to the stock exchange announcement dated 21 April 2025 (https://view.news.eu.nasdaq.com/view?id=1356823&lang=en). Consequently, in compliance with the requirements of the above-referenced proceeds sharing agreement, the relevant first instalment of the purchase price received by the Seller shall be used, first, to cover the costs, fees, and payment obligations related to the arranging and conducting the transaction, including towards the payment of any external advisor costs and fees and the management incentive amounts, if applicable, and second, the remaining amount shall be used to partly repay the senior loan received from Amber Trust II S.C.A., SICAR-i (in liquidation). However, to support the current working capital needs of the group AS PRFoods intends to draw down additional loan under the relevant senior loan agreement in the repaid amount.

AS PRFoods further notifies that, in connection with completion of the above-referred transaction, Timo Pärn, who shall continue as the member of the Management Board of the SKT, has been recalled from the Management Board of AS PRFoods and its subsidiary Saaremere Kala AS by the relevant decisions of the Supervisory Boards of the respective companies. Kristjan Kotkas shall continue as the sole member of the Management Board of PRFoods and has been elected as the new member of the Management Board of Saaremere Kala AS. In connection therewith he has been recalled from his position as a Supervisory Board member of Saaremere Kala AS.

Kristjan Kotkas
Management board member of AS PRFoods  

Disclaimer & Cookie Notice

Welcome to GOLDEA services for Professionals

Before you continue, please confirm the following:

Professional advisers only

I am a professional adviser and would like to visit the GOLDEA CAPITAL for Professionals website.

Important Notice for Investors:

The services and products offered by Goldalea Capital Ltd. are intended exclusively for professional market participants as defined by applicable laws and regulations. This typically includes institutional investors, qualified investors, and high-net-worth individuals who have sufficient knowledge, experience, resources, and independence to assess the risks of trading on their own.

No Investment Advice:

The information, analyses, and market data provided are for general information purposes only and do not constitute individual investment advice. They should not be construed as a basis for investment decisions and do not take into account the specific investment objectives, financial situation, or individual needs of any recipient.

High Risks:

Trading in financial instruments is associated with significant risks and may result in the complete loss of the invested capital. Goldalea Capital Ltd. accepts no liability for losses incurred as a result of the use of the information provided or the execution of transactions.

Sole Responsibility:

The decision to invest or not to invest is solely the responsibility of the investor. Investors should obtain comprehensive information about the risks involved before making any investment decision and, if necessary, seek independent advice.

No Guarantees:

Goldalea Capital Ltd. makes no warranties or representations as to the accuracy, completeness, or timeliness of the information provided. Markets are subject to constant change, and past performance is not a reliable indicator of future results.

Regional Restrictions:

The services offered by Goldalea Capital Ltd. may not be available to all persons or in all countries. It is the responsibility of the investor to ensure that they are authorized to use the services offered.

Please note: This disclaimer is for general information purposes only and does not replace individual legal or tax advice.