Intended issue of notes by AS PRFoods
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.
AS PRFoods (hereinafter “PRFoods”) hereby informs about the intended issuance of secured notes (hereinafter the “Notes”), in the course of which PRFoods intends to issue up to 95,000 Notes, with the nominal value of EUR 100 per Note and a maximum total nominal value of up to EUR 9,500,000, with a maturity of 5 years from the date of the first issue of the Notes, with an early redemption right and with a fixed interest rate not exceeding 7% per calendar year.
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 existing loan repayment schedule, the repayment schedule of Notes is expected to allow to unlock approx. 2 million euros in cash flows annually during the term of validity of the Notes.
The Notes are intended to be secured by the following pledges, which would rank lower than the collateral set to secure existing financial liabilities of the companies belonging to PRFoods group:
- Mortgage on the registered immovable belonging to Osaühing Vettel (with the Land Registry register part number 1586334 and located in Kärsa, Suure-Rootsi village, Saaremaa, Estonia);
- Commercial pledge on movable property of Osaühing Vettel;
- Mortgage on the registered immovable belonging to Heimon Kala Oy (with the Finnish Land Register Number 109-573-14-1 and located in Kuittila, Republic of Finland);
- Pledges on 100% shares of PRFoods subsidiaries Heimon Kala Oy, Oy Trio Trading Ab and Överumans Fisk AB. Following the merger of Oy Trio Trading with Heimon Kala Oy, the pledges would remain in place only over the shares of Heimon Kala Oy and Överumans Fisk AB.
Upon repayment of the investment loan and after AS SEB Pank releases the pledge on the shares in JRJ & PRF LIMITED (which represent approximately 85% of all shares in JRJ & PRF LIMITED) of PRFoods' subsidiary AS Saaremere Kala, the respective shares would also be pledged to secure the obligations under the Notes.
The Notes are intended to be issued in several tranches. The issue of the Notes is planned to take place in the first quarter of 2020. PRFoods considers issuing the Notes at first by way of private placement and subsequently plans an additional public offering of the Notes in Estonia. PRFoods also intends to apply for listing of all issued Notes on the Nasdaq Tallinn Stock Exchange. The public offering and listing of the Notes would be conducted on the basis of a prospectus to be prepared by PRFoods, after the registration of the prospectus with the Financial Supervision Authority.
At the moment no final decision has been made to issue the Notes and the precise terms and conditions of the subscription for the Notes and the issue price of the Notes have not been determined. According to the terms and conditions of the existing loan agreements, the issuance of the Notes is subject to the consent of AS SEB Pank and the issuance of the Notes and the final terms thereof are to be confirmed by the Supervisory Board of PRFoods based on the proposal from the Management Board after the receipt of the consent of AS SEB Pank and of all internal approvals. When a decision is made to start offering Notes, PRFoods will publish the precise terms and conditions of the subsection for the Notes and the issue price of the Notes in a separate notice.
PRFoods is advised by Advokaadibüroo COBALT OÜ on legal aspects and by Redgate Capital AS on financial matters relating to the preparation of the contemplated 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
