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The Private Placement of Secured Notes of AS PRFoods and the Results of the Placement

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The  Private Placement  of Secured  Notes of  AS PRFoods  and the Results of the
Placement

THIS NOTICE IS NOT INTENDED FOR PUBLICATION, ALLOCATION OR TRANSMISSION, IN PART
OR  WHOLLY, DIRECTLY OR INDIRECT, IN  THE UNITED STATES, AUSTRALIA, CANADA, HONG
KONG,  JAPAN, NEW ZEALAND,  SINGAPORE, SOUTH AFRICA,  OR WHERE THE DISCLOSURE OR
TRANSMISSION OF THIS INFORMATION IS NOT ALLOWED.

By  a  company  announcement  dated  19 December  2020, AS  PRFoods (hereinafter
"PRFoods")  informed investors that  it was planning  an issue of notes. PRFoods
hereby notifies that the supervisory board of PRFoods has approved the principal
terms  and conditions of the note issue  and has authorised the management board
to  issue up to 100,000 secured notes, with  the maximum aggregate nominal value
of  up to EUR  10,000,000, nominal value of  EUR 100 per note,  interest rate of
6.25% per  annum and maturity date on 22 January 2025 (hereinafter the "Notes").
Other  than as brought out above, the material terms and conditions of the Notes
are the same as brought out in the company announcement dated 19 December 2020.
PRFoods has also received AS SEB Pank's consent to issue the Notes.

PRFoods  further informs that PRFoods has decided  to issue the Notes in several
tranches  and to issue  the first tranche  of Notes by  way of private placement
(hereinafter  the "Private Placement"). The  subscription period for the Private
Placement ended on 20 January 2020 and in the Private Placement, PRFoods offered
to  investors up to 85,000 Notes, with the maximum aggregate nominal value of up
to  EUR  8,500,000 and  offer  price  of  EUR  98.95 per  Note.  In  the Private
Placement,   investors  subscribed  for  approximately  92,630 Notes,  with  the
aggregate  nominal value of approximately  EUR 9,263,000, i.e. for approximately
109% of  the maximum volume of the Private Placement. Due to the strong interest
of  the  investors  for  the  Notes  and the resulting oversubscription, PRFoods
decided  to increase the volume of the  Private Placement to 91,096 Notes and to
allocate  to investors a total of 91,096 Notes, with the aggregate nominal value
of  EUR 9,109,600. As the subscription  undertakings submitted by investors also
exceeded  the  increased  volume  of  the  Private  Placement,  the subscription
undertakings  submitted  by  investors  were  satisfied  in  accordance with the
allocation  approved by the management board of PRFoods, and Notes exceeding the
maximum volume of the Private Placement were not allocated.
PRFoods  intends to  issue the  Notes which  were allocated  to investors by the
Private  Placement  on  22 January  2020, after  the payment of the subscription
price for the Notes by the investors.

In  addition, PRFoods  intends to  carry out  a public  offering of the Notes in
Estonia  in the first quarter of this year. The public offering shall entail the
offer of all Notes not issued in the Private Placement, up to the maximum volume
of  the  Note  issue.  Due  to  the  strong  interest  for the Notes, PRFoods is
conserving  increasing the maximum  volume of the  Note issue to EUR 11,000,000.
Upon  the completion of the  public offer of the  Notes, PRFoods intends to list
all  the Notes on Nasdaq Tallinn Stock Exchange. The public offering and listing
of  the Notes would be conducted on the  basis of a prospectus being prepared by
PRFoods,  after its  registration with  the Financial  Supervision Authority. At
this time the final decision to carry out the public offer has not been made. If
a  decision to proceed with the public offer is made and the relevant prospectus
is  approved by  the Financial  Supervision Authority,  PRFoods shall  publish a
notice of the public offering of the Notes, which shall then bring out terms and
conditions for the subscription of the Notes and the issue price of the Notes.

The  manager of PRFoods, Indrek Kasela, commented  on the results of the Private
Placement  as  follows:  "We  are  glad  to  see  that interest of institutional
investors  for the notes of PRFoods was strong and as a result, we increased the
maximum  volume of the private placement to approximately 9.11 million euros. In
the  next stage, we aim to carry out  a public offering of the notes, which will
also be aimed at retail investors. The public offering is intended to be carried
out  immediately after  the approval  of the  public offering  prospectus by the
Financial  Supervision  Authority.  The  volume  of  the public offering will be
determined  before the announcement of the  public offering - the maximum volume
of  the whole issue was initially determined to be 10 million euros but as notes
with  the  aggregate  nominal  value  of  approximately  9.11 million euros have
already  been allocated to investors, we  are considering increasing the maximum
volume of the whole issue."

PRFoods  plans to  use the  proceeds of  the Note  issue mainly to refinance the
investment  loan of AS SEB Pank and  for investments into fish farms in Finland,
Sweden and Estonia, as well as for other general corporate purposes. Compared to
the repayment schedule of investment loan of AS SEB Pank, the repayment schedule
of  the Notes is expected to release  approximately EUR 2 million of annual cash
flow during the validity of the Notes.

PRFoods  is advised by Advokaadibüroo COBALT OÜ  on legal aspects and by Redgate
Capital  AS on financial matters relating  to the Private Placement and issuance
of the 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]
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