Market announcement

Title

AS PRFoods is Planning an Issue of Subordinated Convertible Notes and Tap-Issue of Secured Notes

Message

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.

AS  PRFoods  (registry  code  11560713, "PRFoods")  announces  that  due  to the
continuing  pandemic  caused  by  COVID-19 and  the  extraordinary  effects  the
pandemic  and the measures  implemented to combat  the pandemic have  had on the
economic environment, including on the economic operations of PRFoods during the
pending   2020/2021 financial   year   (i.e.  the  financial  year  01.07.2020 -
30.06.2021), PRFoods  deems necessary to reinforce its capital structure for the
purposes  of ensuring a  smoother and faster  recovery from the negative impacts
caused by COVID-19 in the upcoming 2021/2022 financial year (i.e. financial year
01.07.2021 - 30.06.2022).

In  connection with the above, PRFoods hereby  informs that, for the purposes of
improving  its capital structure,  PRFoods is planning  an issue of subordinated
convertible notes with the aggregate amount of up to 3,500,000. The subordinated
convertible  notes may  be issued  in multiple  tranches and  the first issue is
planned  to be conducted in  the 2(nd) quarter of 2021. Given  the nature of the
instrument  and the  regulatory requirements  relating thereto, the subordinated
convertible   notes   are  intended  to  be  offered  to  Estonian  and  foreign
professional  investors  (within  the  meaning  of  Directive  2014/65/EU of the
European  parliament  and  of  the  Council)  only.  As  such,  applications for
participating in the issue may also be submitted by the existing shareholders of
PRFoods  eligible as qualified  investors and interested  in subscribing for the
notes, but none of the shareholders will have the pre-emptive subscription right
of the notes.

PRFoods  is planning to issue up  to 350 subordinated convertible notes with the
nominal  value and issue price of EUR 10,000 per note, and with maturity date of
1 September  2025 and  interest  rate  of  7% per  calendar  year.  The  payment
obligations  of PRFoods arising from the  subordinated convertible notes will be
subordinated  to  other  unsubordinated  payment  obligations thereof, wherefore
limited  early  redemption  rights  would  apply to the subordinated convertible
notes.  The  conversion  of  the  subordinated  convertible notes into shares of
PRFoods  may be requested at the fixed  conversion price to be determined in the
note  terms twice per  calendar year prior  to designated dates  (1 April and 1
October).  The subordinated  convertible notes  may be  listed on Nasdaq Tallinn
Stock Exchange or on the alternative market First North Tallinn.

In  addition, PRFoods hereby informs  that it is planning  a tap-issue of notes
bearing ISIN code EE3300001577 (the "Secured Notes"), issued under the Terms and
Conditions of Secured Note Issue of PRFoods dated 14 January 2020 (as amended on
25 February  2020), in  the  amount  of  up to EUR 1,000,000, whereunder PRFoods
plans  to issue up to 10,000 Secured Notes with the nominal value of EUR 100 per
Secured  Note,  maturity  date  of  22 January 2025, early redemption rights and
fixed  interest rate of  6.25% per calendar year.  In accordance with the Terms,
the Secured Notes shall be secured by the following collateral:

   i. mortgage over the immovable owned by Heimon Kala OÜ (registry code
      10377013) (with registry number 1586334 in the land register and located
      at Kärsa, Suure-Rootsi village, Saaremaa, Estonia);
  ii. commercial pledge on the immovable assets of Heimon Kala OÜ;
 iii. mortgage over the real estate property owned by Heimon Kala Oy (Finnish
      registry code 0426956) (with property identification number 109-573-14-1
      and located at Kuittila, Finland); and
  iv. pledges on 100% of shares in PRFoods' subsidiaries Heimon Kala Oy and
      Överumans Fisk AB (Swedish registry code 5565272977);
   v. pledge on 85% of shares in PRFoods' subsidiary JRJ & PRF LIMITED (Scottish
      registry code SC567615).

The tap-issue of Secured Notes is planned to be conducted in the 2(nd) quarter
of 2021 by way of a targeted offer addressed to the PRFoods' shareholder Amber
Trust II S.C.A to facilitate the refinancing of the investment loan granted to
PRFoods by the referred shareholder in connection with the maturity of the
relevant loan. By issuing the Secured Notes under the tap-issue, PRFoods will
meet the maximum issue amount allowed under the Terms.

As  at  this  date,  no  final  resolutions  with  respect  to  the issue of the
subordinated  convertible  notes  or  the  tap-issue  of Secured Notes have been
adopted.  Among others, the  managing bodies of  PRFoods have not yet determined
the  exact  terms  and  conditions  for  the  subscription  of  the subordinated
convertible  notes  or  the  Secured  Notes,  as  well as the issue price of the
Secured  Notes. Upon  the adoption  of the  relevant resolutions by the managing
bodies  of  PRFoods,  PRFoods  will  publish  the  terms  and conditions for the
subscription of the subordinated convertible notes or the Secured Notes, and the
issue price of the Secured Notes by separate announcements.

PRFoods  is advised by Advokaadibüroo COBALT OÜ  on legal aspects and by Redgate
Capital  AS on  financial matters  in the  process of  issue of the subordinated
convertible notes and the tap-issue of Secured Notes.

Important information:
This  announcement is not  to be construed  as an offer  or solicitation 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
[email protected] (https://www.globenewswire.com/Tracker?data=O1IEIbNG-
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