THIS NOTICE IS NOT INTENDED FOR PUBLICATION, ALLOCATION OR TRANSMISSION, IN PART
OR WHOLLY, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG
KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, OR ELSEWHERE THE DISCLOSURE
OR TRANSMISSION OF THIS INFORMATION IS NOT ALLOWED.
By a company announcement dated 07.05.2021 (as corrected by the correction
announcement dated 18.05.2021), AS PRFoods (hereinafter "PRFoods") informed
investors that it was planning an issue of subordinated convertible notes in the
amount of up to 3,500,000 EUR. PRFoods hereby additionally notifies that - in
accordance with the resolutions of the supervisory board of PRFoods dated
14.05.2021, whereby the supervisory board of PRFoods approved the principal
terms and conditions of the said note issue, and considering the resolutions
adopted on 24.05.2021 by the general meeting of shareholders of PRFoods,
whereunder, among others, authorisation to increase the share capital of PRFoods
was granted to the supervisory board of PRFoods for the purposes of executing
the said issue - the management of PRFoods is, under its resolutions dated
24.05.2021, 31.05.2021 and 04.06.2021, conducting a private placement of
subordinated convertible notes, whereas in accordance with the resolutions of
the management board dated 04.06.2021, the prolonged subscription period of the
subordinated convertible notes shall continue until 17:00 (Estonian time) on
14.06.2021.
In the course of the referred issue, PRFoods is issuing up to 350 subordinated
convertible notes with the nominal value and issue price of EUR 10,000 per note,
and with maturity date of 01.10.2025 and interest rate of 7% per calendar year.
The payment obligations of PRFoods arising from the subordinated convertible
notes are subordinated to other unsubordinated payment obligations thereof,
wherefore limited early redemption rights apply to the subordinated convertible
notes. The conversion of the subordinated convertible notes into shares of
PRFoods may be requested twice per calendar year prior to designated dates (1
April and 1 October) at the fixed conversion price of EUR 0.34 approved by the
supervisory board of PRFoods as part of its 14.05.2021 resolutions. The
subordinated convertible notes may be listed on Nasdaq Tallinn Stock Exchange or
on the alternative market First North.
As PRFoods explained in the announcement dated 07.05.2021 (as corrected by the
correction announcement dated 18.05.2021), the purpose of the issue by PRFoods
of the subordinated convertible notes is to reinforce the capital structure
thereof (among others, the refinancing of existing loans, increasing the working
capital and financing the fish farming investments) and facilitate the smoother
and faster recovery by the company and its subsidiaries from the negative
impacts caused by COVID-19 in the upcoming 2021/2022 financial year.
The private placement of PRFoods' subordinated convertible notes is targeted at
Estonian and foreign qualified investors (within the meaning of Regulation (EU)
2017/1129 of the European Parliament and of the Council and Directive
2014/65/EU) only, wherefore no public offering prospectus will be prepared or
published in connection with the placement. PRFoods has been informed by, among
others, the shareholder of AS PRFoods, Amber Trust II S.C.A, of its wish and
willingness to support reinforcement of the capital structure of PRFoods by way
of subscription to the subordinated convertible notes, which shareholder will,
in the context of its subscription, also offset its claims towards PRFoods
arising from the EUR 1,500,000 investment loan agreement dated 14.07.2017.
Qualified investors can submit subscription undertakings regarding the
subordinated convertible notes until the expiry of the subscription period and
in accordance with the terms and conditions of subordinated convertible notes of
PRFoods approved on 24.05.2021 and the final terms approved on 04.06.2021, which
terms and final terms can be inspected by way of approaching the management of
PRFoods or AS Redgate Capital as the financial advisor of the subordinated
convertible notes issue. The allocation of the subordinated convertible notes
will be decided by the management of PRFoods after the expiry of the
subscription period in accordance with the terms referred to in the previous
sentence. The indicative issue date for subordinated convertible notes is
22.06.2021.
Important information:
This announcement is not to be construed as an offer or solicitation of an offer
for the purchase of the Notes, nor shall the sale or offer of the Notes take
place in any jurisdiction where such offer, invitation or sale would be unlawful
without the exception or qualification of law, prior to the registration of the
prospectus.
The information contained in this notice is not intended to be published,
distributed or transmitted, in whole or in part, directly or indirectly, in the
United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore,
South Africa, or in any other country or circumstance where publication, sharing
or transmission would be unlawful.
Additional information:
Indrek Kasela
AS PRFoods
Member of the Management Board
+372 452 1470
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