Skip to main content

Decisions of the noteholders of AS PRFoods

Written by Customer Service on . Posted in Public Companies.

By a stock exchange announcement published on 03.04.2025, AS PRFoods (registry code 11560713, registered address at Pärnu mnt 141, 11314 Tallinn, Estonia; “PRFoods”) proposed to the persons holding the notes (the “Noteholders”) of PRFoods, due on 30 April 2025 and bearing ISIN code EE3300001577 (the “Notes”), issued under the Terms and Conditions of Secured Note Issue of 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 written procedure took place 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 decisions proposed in the stock exchange announcement were voted on by 34 Noteholders who hold in aggregate Notes with the Nominal Value of EUR 6 926 700,00, i.e. approximately 72.74% of the aggregate Nominal Value of all Notes which carry voting rights.

The Noteholders adopted the following decision by Written Procedure:

  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 1  to this stock exchange announcement, 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 2 to this stock exchange announcement (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 3 to this stock exchange announcement (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.

      Noteholders who hold in aggregate Notes with the Nominal Value of EUR 6 846 900,00, i.e. approximately 71.90% of the aggregate Nominal Value of all Notes carrying voting rights, voted in favour of the said decision. Votes against were submitted by one Noteholder who holds in aggregate Notes with the Nominal Value of EUR 79 800,00, i.e. approximately 0.84% of the aggregate Nominal Value of all Notes carrying voting rights. The remaining Noteholders who hold in aggregate Notes with the Nominal Value of EUR 2,596,300, i.e. approximately 27.26% of the aggregate Nominal Value of all Notes carrying voting rights, did not timely cast their vote.

      In accordance with the Terms, the decisions described above have been duly adopted and are binding on all Noteholders.

      Additionally, PRFoods hereby notifies that it has during the period from 03.04.2025 until 17.04.2025 carried out an electronic voting procedure by the holders of the subordinated convertible notes, due on 1 October 2025, bearing ISIN EE3400000065 (the “Convertible Notes”), issued under the terms and conditions of subordinated convertible note Issue of PRFoods dated 24 May 2021 (the “Convertible Note Terms”), and the final terms of the subordinated convertible note issue, dated 24 May 2021. By the electronic voting procedure the holders of the Convertible Notes have, by 95.78% majority, approved the voluntary out-of-court restructuring of the existing financial obligations of PRFoods and its subsidiary Saaremere Kala AS, adopted the new version of the Convertible Note Terms and approved the Proceeds Sharing Agreement attached hereto (which will be attached to and form integral part of the new version of the Convertible Note Terms) and have authorised Amber Trust II S.C.A., SICAR (as the representative of all holders of the Convertible Notes) to sign the Proceeds Sharing Agreement. 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. In accordance with the Convertible Note Terms, the decisions described above have been duly adopted and are binding on all holders of the Convertible Notes.

      Annexes
      Annex 1 – Note Terms and Conditions (Amended)
      Annex 2 – Proceeds Sharing Agreement
      Annex 3 – Amendment agreement to the 14 January 2020 Collateral Agent Agreement

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

      Attachments

    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.