Market announcement

Title

AS PRFoods Buy-Back of Secured Notes

Message

AS PRFOODS BUY-BACK OF SECURED NOTES

AS  PRFoods (registry code 11560713, registered address at Pärnu mnt 141, 11314
Tallinn,  Estonia;  ?PRFoods"  or  ?Issuer")  notified,  with its stock exchange
announcement  published on  05.09.2022, the persons  (the "Noteholders") holding
PRFoods notes due 22.01.2025 with ISIN code EE3300001577 (the "Notes") issued by
PRFoods  on 14.01.2020 pursuant to the terms and  conditions of the issue of the
secured  notes (as amended on 25.02.2020, 25.02.2022 and 20.09.2022) (the "Terms
and  Conditions"), of its intention to announce and carry out a partial buy-back
of  the Notes up to a maximum aggregate amount of 15% of the aggregate principal
amount of all outstanding Notes.

PRFoods  hereby announces the partial buy-back of the Notes and informs that, in
the  buy-back of the Notes,  all Noteholders wishing to  participate in the buy-
back may, on equal terms, offer their Notes to the Issuer for buy-back under the
following terms and conditions and in accordance with the following procedure:

  * each Noteholder shall be entitled to offer for buy-back by the Issuer such
    number of Notes the nominal value of which represents no more than 15%
    (fifteen per cent.) of the aggregate nominal value of all Notes held by such
    Noteholder on the Allocation Fixing Date (as defined below) (example: if a
    Noteholder holds 100 Notes with the aggregate nominal value of EUR 10,000 as
    at the Allocation Fixing Date, the Noteholder is entitled to offer for buy-
    back up to 15 Notes with the aggregate nominal value of EUR 1,500). In the
    event a Noteholder holds less than 7 (seven) Notes as at the Allocation
    Fixing Date, such Noteholder shall be deemed to have the right to offer 1
    (one) Note to the Issuer for buy-back;

  * The maximum aggregate number of Notes to be purchased by the Issuer under
    the buy-back is 16,500 (sixteen thousand five hundred), the aggregate
    principal amount of which corresponds to EUR 1,650,000 (one million six
    hundred and fifty thousand);

  * the buy-back price per Note is equal to its nominal value, to which unpaid
    interest calculated in accordance with the Terms and Conditions up to (but
    excluding) 29.09.2023 will be added;

  * The Notes offered for buy-back by the Noteholder to the Issuer must be free
    of any encumbrances and third party rights;

  * In order to participate in the buy-back of the Notes, the Noteholder must
    submit a buy-back bid through his/her/its bank (at the administrator of the
    securities account opened with Nasdaq CSD SE) under the relevant corporate
    event of PRFoods within the period set out below, indicating the aggregate
    nominal value of the corresponding number of Notes (which may not be less
    than EUR 100, equivalent to one Note) the Noteholder wishes to sell to the
    Issuer under the terms and conditions set out in this announcement;

  * The period for submission of bids for the buy-back of Notes will start on
    28.11.2022 at 10:00 and ends on 26.09.2023 at 12:00;

  * A Noteholder may use any method offered by the relevant Noteholder's account
    adminstrator bank for the purposes of submission of a buy-back offer (e.g.
    physically at a bank office, via internet bank or by any other means) in the
    buy-back of Notes by PRFoods. A Noteholder's offer for buy-back will be
    deemed submitted upon receipt by Nasdaq CSD of a duly executed buy-back
    order from the Noteholder's account administrator;

  * if the Notes are held in a nominee account, the Noteholder may submit a buy-
    back bid through the holder of the nominee account (the person who holds the
    Notes in its own name but for and on behalf of the Noteholder) provided that
    the Noteholder duly authorises the holder of the nominee account in writing
    to disclose to the Issuer and to Nasdaq CSD, as the operator of the Estonian
    Register of Securities the identity of the Noteholder and any other
    information required by the referred persons to identify the Noteholder. The
    Issuer reserves the right not to accept a buy-back bid made through a
    nominee account if the holder of the nominee account has not disclosed the
    identity of the Noteholder in writing to the Issuer or to Nasdaq CSD as the
    registrar of the Estonian Register of Securities;

  * Upon the submission of a sale order, the corresponding amount of Notes will
    be blocked in the Noteholder's securities account until the Settlement Date
    (or, in the event of amendment or cancellation of the order by the
    Noteholder, until the relevant amendment or cancellation). The Noteholder
    shall be entitled to amend or cancel its buy-back order until the end of the
    buy-back offer period. In order to amend or cancel a buy-back order, the
    Noteholder must contact the account administrator bank through which the
    Noteholder has placed the buy-back order and complete the steps required by
    the relevant account administrator;

  * in the event a Noteholder submits multiple buy-back bids to the Issuer, the
    bids of the respective Noteholder will be aggregated;

  * All costs associated with the submission of the buy-back order (including
    any amendment or cancellation thereof) shall be borne by the Noteholder.

By submitting a buy-back order for the Notes, the Noteholder:

  * agrees that this announcement does not constitute an offer to enter into a
    sale contract of the Notes by the Issuer within the meaning of Section
    16(1) of the Estonian Law of Obligations Act or otherwise and that the
    submission of a buy-back order does not itself result in a contract for the
    sale of the Notes between PRFoods and the Noteholder;

  * agrees that the number of Notes specified in the buy-back order shall be
    deemed to be the maximum number of Notes that the Noteholder wishes to offer
    to the Issuer for buy-back and that the Issuer may buy back fewer (but not
    more) Notes from the Noteholder than the number of Notes offered (in the
    event fewer Notes are allocated to the relevant Noteholder in accordance
    with the principles set out in this announcement);

  * authorises its securities account administrator, the holder of the nominee
    account and Nasdaq CSD to amend the data included in the Noteholder's buy-
    back order, including to specify the nominal value of the Notes offered by
    the Noteholder for buy-back and the aggregate amount of the transaction
    (calculated by multiplying the purchase price of a Note by the number of
    Notes purchased from the Noteholder), if, in the course of the buy-back
    allocation (as explained below), not all of the Notes specified in the
    Noteholder's buy-back order are purchased from the Noteholder;

  * warrants that the Notes belonging to the Noteholder are not encumbered with
    any third party rights;

  * consents to the exchange and processing of his/her/its personal data between
    the account administrators, the holder of the nominee account, Nasdaq CSD
    and PRFoods both during and after the buy-back period for the purposes of
    participating in the buy-back (including deciding on the allocation of the
    Notes).

PRFoods  will decide on the allocation of the purchased Notes (acceptance of the
Noteholders' bids) and will disclose the results of the allocation in a separate
stock  exchange announcement no later than 29.09.2023. The transfer of the Notes
purchased  under the buy-back will be carried out and the purchase price for the
Notes  will be paid to the Noteholders by PRFoods on 02.10.2023 (the "Settlement
Date").

In determining the allocation to the Noteholders having participated in the buy-
back  according to the principles described  in this announcement (i.e. that the
Issuer will purchase from each such Noteholder such amount of Notes representing
15% of  the aggregate number of Notes held  by the relevant Noteholder as at the
Allocation  Fixing Date, save for Noteholders who hold less than 7 (seven) Notes
as  at the Allocation Fixing Date, from whom the Issuer purchases 1 (one) Note),
PRFoods  will  base  its  determination  on  the  number  of  Notes  held by the
Noteholder  as at the  close of settlement  on the day  falling (3) banking days
prior  to the Settlement Date  (such date referred to  as the "Allocation Fixing
Date"),  according to the data available from Nasdaq CSD as the registrar of the
Estonian Register of Securities Register. If the number of Notes included in the
buy-back  bid submitted by the  Noteholder exceeds 15% of the  Notes held by the
respective  Noteholder as at  the Allocation Fixing  Date, the buy-back bid will
only  be taken into account to the  extent of such number of Notes corresponding
to  15% of the total number of Notes held by the Noteholder as at the Allocation
Fixing  Date. If the Noteholder  submitting the buy-back bid  holds less than 7
(seven)  Notes  as  of  the  Allocation  Fixing  Date,  the  buy-back bid of the
respective  Noteholder will be taken into account to the extent of 1 (one) Note.
In the event that the aggregate nominal value of all Notes so taken into account
exceeds  EUR 1,650,000 (one million six hundred  and fifty thousand), the Issuer
will  reduce  the  number  of  Notes  subject  to buy-back among the Noteholders
proportionally  so that the aggregate nominal value of all Notes to be purchased
does  not exceed EUR 1,650,000. If such allocation  results in a number of Notes
which  is  not  a  whole  number,  the  corresponding  number  of Notes shall in
accordance  with the rounding rules be rounded  down to the nearest whole number
of  Notes  (except  in  the  case  of  Noteholders to whom 1 (one) Note has been
allocated).  Notes blocked in excess of the number of Notes to be purchased from
a  Noteholder  as  a  result  of  the  allocation  will  be  released  from  the
Noteholder's securities account.

The  Issuer will accept offers  for the buy-back of  Notes so allocated and will
pay for such Notes to the Noteholders on the Settlement Date.

The schedule for carrying out the buy-back of the Notes

+--------------------------------------+---------------------------------------+
|                                      |Commencement of the period for         |
|                                      |submission by Noteholders of offers for|
|28.11.2022 at 10:00                   |buy-back                               |
+--------------------------------------+---------------------------------------+
|                                      |End of the period for submission by    |
|26.09.2023 at 12.00                   |Noteholders of offers for buy-back     |
+--------------------------------------+---------------------------------------+
|                                      |Allocation Fixing Date (i.e. date on   |
|                                      |which the total number of Notes held by|
|                                      |the Noteholder is fixed and on the     |
|                                      |basis of which the number of Notes     |
|                                      |which the Noteholder is entitled to    |
|                                      |offer for buy-back to the Issuer in    |
|                                      |accordance with the terms of the buy-  |
|27.09.2023 (close of settlement date) |back of the Notes is calculated).      |
+--------------------------------------+---------------------------------------+
|29.09.2023 (or an earlier date close  |Disclosure of the allocation results of|
|to it)                                |the buy-back by PRFoods                |
+--------------------------------------+---------------------------------------+
|                                      |Settlement Date (i.e. the date of      |
|                                      |transfer of the Notes and the purchase |
|02.10.2023                            |price of the Notes).                   |
+--------------------------------------+---------------------------------------+

The  Issuer reserves the right to unilaterally amend the terms and conditions of
the  buy-back of  the Notes  (including the  buy-back schedule) outlined in this
announcement. In the event of any change to the terms and conditions of the buy-
back  of the Notes,  the Issuer will  give notice thereof  and will publish such
changes in a separate stock exchange announcement.

PRFoods further explains that in preparing the above-mentioned schedule, PRFoods
has  considered,  among  other  things,  the  expected cash flows related to its
business and economic activities, taking into account also the terms of the sale
transaction  of PRFoods' Swedish subsidiary Överumans Fisk AB (the completion of
which PRFoods announced in its 21.09.2022 stock exchange announcement).

Additional Information:
Indrek Kasela
AS PRFoods
Member of the Management Board
T: +372 452 1470
[email protected] (https://www.globenewswire.com/Tracker?data=gwO1Jq-
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