Notice of Public Offering of Secured Notes of AS PRFoods
AS PRFoods (hereinafter “PRFoods”) hereby announces a public offering (“Offering”) of secured notes of PRFoods, with the nominal value of EUR 100 per note, interest rate of 6.25% per annum and maturity date on 22 January 2025 (“Notes”). The Offering will be carried out on the basis of the prospectus prepared by PRFoods and approved by the Estonian Financial Supervision Authority (EFSA) on 9 March 2020, which has been published on the date of this announcement on the websites of the PRFoods and the EFSA, together with any possible supplements (“Prospectus”). Details and terms of the Offering are set out in the Prospectus.
Key Terms of the Offering
In the Offering, PRFoods is offering up to 18,904 Notes, with the maximum aggregate nominal value of up to EUR 1,890,400. The price of the Notes being offered is EUR 101.00 per Note, which includes interest calculated on the Notes since 22 January 2020.
The current Offering is the second phase of the Note issue. In January 2020, PRFoods carried out a private placement of the Notes and issued to investors 91,069 Notes, with the aggregate nominal value of EUR 9,109,600. Together with the Notes issued in the private placement, the total number of Notes shall after the Notes being issued in the Offering be 110,000 Notes, with the aggregate nominal value of EUR 11,000,000.
Timeline of the Offering
| 10 March 2020 10:00 (Estonian time) | Start of the subscription period for the Notes |
| 16 March 2020 16:00 (Estonian time) | End of the subscription period for the Notes |
| On or about 18 March 2020 | Publication of the results of the Offering |
| On or about 20 March 2020 | Transfer of the Notes to the accounts of the investors |
| On or about 23 March 2020 | Expected listing of the Notes and the first trading day on the Baltic Bond List of the Nasdaq Tallinn Stock Exchange |
Participation in the Offering
The Offering consists of (i) an offering to retail investors in Estonia (the "Retail Offering") and (ii) an offering to Estonian and international institutional investors (the "Institutional Offering"). The Retail Offering comprises an offer of the Notes to all natural and legal persons in Estonia, except for any persons categorised as qualified investors pursuant to Section 6(2) of the Estonian Securities Market Act, who are invited to submit their offers in the Institutional Offering.
Investors wishing to subscribe for the Notes in the Retail Offering should contact a custodian operating the investor’s securities account at the Estonian Register of Securities. Investors wishing to subscribe for the Notes in the Institutional Offering should contact Redgate Capital AS.
Purpose of the Offering
PRFoods plans to use the proceeds of the issue of the Notes mainly for the refinancing of the existing debt obligations of PRFoods group (whereas the investment loan from AS SEB Pank has been repaid from the proceeds received from the private placement of the Notes carried out in January 2020), for investments into fish farms in Finland, Sweden and Estonia, as well as for other general corporate purposes.
Listing and Admission to Trading of the Notes
PRFoods has submitted an application to Nasdaq Tallinn AS for the listing and admission to trading of the Notes on the Baltic Bond List of Nasdaq Tallinn Stock Exchange. The expected date of listing and admission to trading of the Notes is on or about 23 March 2020.
While every effort will be made and due care will be taken in order to ensure the listing and the admission to trading of the Notes, PRFoods cannot quarantee that the Notes will be listed and admitted to trading on the Baltic Bond List of Nasdaq Tallinn Stock Exchange.
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.
Before making an investment decision, investors should read the Prospectus, the summary of the Prospectus and, if necessary, consult with a person specialising in advising on such investments.
Additional information:
Indrek Kasela
AS PRFoods
Member of the management board
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