Change in the Schedule of Partial Buy-Back of Prfoods Secured Notes
Pursuant to the stock exchange announcement published on 21.11.2022, AS PRFoods (registry code 11560713, registered address at Pärnu mnt 141, 11314 Tallinn, Estonia; „PRFoods“ or „Issuer“) announced a partial buy-back of 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"), up to a maximum aggregate amount of 15% of the aggregate principal amount of all outstanding Notes. Thereafter, PRFoods published stock exchange announcements on 26.09.2023, 10.11.2023 and 30.11.2023 concerning, among others, changes in the schedule of the buy-back of the Notes. Under the stock exchange announcement dated 10.11.2023, PRFoods also notified of the results of the buy-back of the Notes. In aggregate, the Issuer will be buying back from the Noteholders having submitted an offer for buy-back under the partial buy-back of the Notes (hereinafter the “Noteholders”) 14,235 Notes with the aggregate nominal value of EUR 1,423,500, representing approximately 13% of the nominal value of all outstanding Notes.
PRFoods hereby notifies that the settlement of the buy-back of the Notes is planned to be financed by the Issuer from the proceeds of the transactions discussed in the stock exchange announcement published by the Issuer on 06.12.2023. For the purposes of approval of the consummation of the referred transactions, the Issuer has decided to convene the extraordinary meeting of shareholders, for which purpose the Issuer has published a stock exchange announcement earlier today, 20.12.2023. In connection with convening the extraordinary meeting of shareholders of PRFdoos for the purposes of requesting approval for the transactions, the Issuer has decided (in accordance with the Issuer’s right to unilaterally amend the terms and conditions of the buy-back of the Notes outlined in the stock exchange announcement published on 21.11.2022) to postpone the settlement date of the buy-back of the Notes (i.e. the date of transfer of the Notes and the purchase price of the Notes) so the settlement of the boy-back of the Notes takes place after the extraordinary general meeting of shareholders, the fulfilment of other preconditions for the transaction and the completion of the transactions. Considering the foregoing, PRFoods hereby notifies that the settlement of the Notes and the purchase price for the Notes will be carried out no later than 31.01.2024. The settlement of the Notes and the purchase price of the Notes may also be carried out on an earlier date. In connection with the postponement of the settlement date, the buy-back price per Note will be equal to its nominal value, to which unpaid interest calculated in accordance with the Terms and Conditions up to the day (incl.) being two business days before the actual settlement date will be added. The settlement of the Notes and the purchase price for the Notes on the new settlement date will be conducted automatically and the Noteholders having participated in the buy-back will not be required to take any steps for the purposes of the settlement.
Additional Information:
Indrek Kasela
AS PRFoods
Member of the Management Board
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