Decisions of the noteholders of AS PRFoods
By a stock exchange announcement published on 03.04.2025, AS PRFoods (registry code 11560713, registered address at Pärnu mnt 141, 11314 Tallinn, Estonia; “PRFoods”) proposed to the persons holding the notes (the “Noteholders”) of PRFoods, due on 30 April 2025 and bearing ISIN code EE3300001577 (the “Notes”), issued under the Terms and Conditions of Secured Note Issue of PRFoods dated 14 January 2020 (as most recently amended on 17 January 2025) (the “Terms”), to adopt the decisions of the Noteholders, without convening a meeting, by way of written procedure (the “Written Procedure”) pursuant to section 12.3 of the Terms.
The written procedure took place during the period from 03.04.2025 until the end of the day on 17.04.2025 (i.e. until 11.59 p.m.). The decisions proposed in the stock exchange announcement were voted on by 34 Noteholders who hold in aggregate Notes with the Nominal Value of EUR 6 926 700,00, i.e. approximately 72.74% of the aggregate Nominal Value of all Notes which carry voting rights.
The Noteholders adopted the following decision by Written Procedure:
- to approve and agree to the following:
- to approve the voluntary out-of-court restructuring of the existing financial obligations of PRFoods and its subsidiary Saaremere Kala AS;
- to amend the Terms and to approve the new version of the Terms in the redaction including the relevant amendments, in the form set out in Annex 1 to this stock exchange announcement, and to authorize PRFoods to amend, enter into, confirm and submit all necessary documentation and instruments, including the Final Terms of the Notes, that are necessary to reflect the amendments made in the Terms;
- to approve the Proceeds Sharing Agreement attached as Annex 2 to this stock exchange announcement (which will be attached to and form integral part of the new version of the Terms) and to authorise PRF Collateral Agent OÜ (as the Collateral Agent) to sign the Proceeds Sharing Agreement; and
- to approve the Amendment Agreement to the 14 January 2020 Collateral Agent Agreement in the form set out in Annex 3 to this stock exchange announcement (which will be attached to the new version of the Terms) and entry into the amendment agreement by PRFoods and PRF Collateral Agent OÜ (as the Collateral Agent);
whereas the decisions specified above shall become effective after adoption thereof as of such time when the decisions of the shareholders of PRFoods set out in a stock exchange announcement “Proposal for adoption of resolutions of shareholders’ general meeting of PRFoods without convening a meeting” published by AS PRFoods on 3 April 2025 have also been adopted.
Noteholders who hold in aggregate Notes with the Nominal Value of EUR 6 846 900,00, i.e. approximately 71.90% of the aggregate Nominal Value of all Notes carrying voting rights, voted in favour of the said decision. Votes against were submitted by one Noteholder who holds in aggregate Notes with the Nominal Value of EUR 79 800,00, i.e. approximately 0.84% of the aggregate Nominal Value of all Notes carrying voting rights. The remaining Noteholders who hold in aggregate Notes with the Nominal Value of EUR 2,596,300, i.e. approximately 27.26% of the aggregate Nominal Value of all Notes carrying voting rights, did not timely cast their vote.
In accordance with the Terms, the decisions described above have been duly adopted and are binding on all Noteholders.
Additionally, PRFoods hereby notifies that it has during the period from 03.04.2025 until 17.04.2025 carried out an electronic voting procedure by the holders of the subordinated convertible notes, due on 1 October 2025, bearing ISIN EE3400000065 (the “Convertible Notes”), issued under the terms and conditions of subordinated convertible note Issue of PRFoods dated 24 May 2021 (the “Convertible Note Terms”), and the final terms of the subordinated convertible note issue, dated 24 May 2021. By the electronic voting procedure the holders of the Convertible Notes have, by 95.78% majority, approved the voluntary out-of-court restructuring of the existing financial obligations of PRFoods and its subsidiary Saaremere Kala AS, adopted the new version of the Convertible Note Terms and approved the Proceeds Sharing Agreement attached hereto (which will be attached to and form integral part of the new version of the Convertible Note Terms) and have authorised Amber Trust II S.C.A., SICAR (as the representative of all holders of the Convertible Notes) to sign the Proceeds Sharing Agreement. The decisions specified above shall become effective after adoption thereof as of such time when the decisions of the shareholders of PRFoods set out in a stock exchange announcement “Proposal for adoption of resolutions of shareholders’ general meeting of PRFoods without convening a meeting” published by AS PRFoods on 3 April 2025 have also been adopted. In accordance with the Convertible Note Terms, the decisions described above have been duly adopted and are binding on all holders of the Convertible Notes.
Annexes
Annex 1 - Note Terms and Conditions (Amended)
Annex 2 – Proceeds Sharing Agreement
Annex 3 - Amendment agreement to the 14 January 2020 Collateral Agent Agreement
Additional information:
Timo Pärn / Kristjan Kotkas
AS PRFoods
Member of the management board
Attachments
