By a stock exchange announcement published on 03.07.2024, AS PRFoods (registry
code 11560713, registered address at Pärnu mnt 141, 11314 Tallinn, Estonia;
"PRFoods") convened a meeting (the "Meeting") of persons holding the notes (the
"Noteholders") of PRFoods, due on 22 January 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 20
September 2022; the "Terms"). The Meeting took place on 18.07.2024 and
altogether 18 Noteholders participated in the Meeting, who hold in aggregate
Notes with the Nominal Value of EUR 5,379,700 i.e. approximately 56% of the
aggregate Nominal Value of all Notes which carry voting rights. Therefore, the
Meeting was competent to pass resolutions.
At the Meeting, the Noteholders adopted the following decision:
i. to waive the requirement to meet the financial covenants set out in Section
5.2 of the Terms, and to agree that the failure to meet the relevant
financial covenants shall not constitute a breach of the Terms by PRFoods
or the occurrence of an Extraordinary Early Redemption Event (as defined in
the Terms);
ii. to consent to the postponement of the next Interest Payment Date (as
defined in the Terms and the Final Terms) arising from the Terms and the
Final Terms (as defined in the Terms), scheduled to be 22.07.2024, until
the maturity date of the Notes being 22.01.2025, and to agree that the non-
payment by PRFoods of the Interest on 22.07.2024 as foreseen in the Terms
and the Final Terms shall not constitute a breach of the Terms by PRFoods
or the occurrence of an Extraordinary Early Redemption Event (as defined in
the Terms), or a delay in performance or in any other way undue performance
by PRFoods of its payment obligations under the Terms or the Final Terms.
Noteholders who hold in aggregate Notes with the Nominal Value of EUR 5,100,000
i.e. approximately 95% of the aggregate Nominal Value of all Notes held by
Noteholders present at the Meeting, voted in favour of the said decision.
Noteholders who hold in aggregate Notes with the Nominal Value of EUR 279,700
i.e. approximately 5% of the aggregate Nominal Value of all Notes held by
Noteholders present at the Meeting, voted against the decision. All Noteholders
present at the Meeting participated in voting. In accordance with Clause 16.1.1
and 5.5 of the Terms, the decision described above are binding on all
Noteholders. In accordance with the information outlined in the stock exchange
announcement published by PRFoods on 03.07.2024, in connection with the adoption
of the decision above, PRFoods assumes an obligation to pay to the Noteholders a
compensation which amount per Note equals to one per cent of the nominal value
of the Note per annum, calculated for the respective prolonged period. To this,
interest calculated in accordance with the Terms and the Final Terms will be
added, meaning that for the prolonged period interest (calculated at the rate of
6.25% per annum) together with the compensation (calculated at the rate of 1%
per annum) together form 7.25% per annum of the nominal value of the Note.
Additional information:
Timo Pärn / Kristjan Kotkas
AS PRFoods
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