AS PRFoods notice of noteholders meeting

    AS PRFoods notice of noteholders meeting

AS PRFoods (registry code 11560713, registered address at Pärnu mnt 141, 11314 Tallinn, Estonia; “PRFoods”) hereby notifies persons holding the notes (the “Noteholders”) of the Issuer, due on 22 January 2025 and bearing ISIN code EE3300001577 (the “Notes”), issued under the Terms and Conditions of Secured Note Issue of AS PRFoods dated 14 January 2020 (as most recently amended on 20 September 2022) (the “Terms”), of convening a meeting of Noteholders (the “Meeting”).

The Meeting will be held on 17 January 2025 at 11.00 (EET) at the offices of Advokaadibüroo COBALT, address Pärnu mnt 15, Tallinn (Kawe Plaza), 7^th floor. Registration for the Meeting will be open at the venue of the Meeting from 10:30 to 10:55 (EET).

Background

PRFoods has, in the market announcements published on 3 July 2024, 31 October 2024 and 30 November 2024, notified the Noteholders and other investors, that in consideration of the group’s high debt levels and the fact that the maturity date of the Notes (which constitute the major part of the debt obligations of PRFoods) arrives in January 2025, as well as taking into account the financial results of the group in the past years and the group’s current liquidity position, PRFoods considers it necessary to restructure its debt obligations (including those arising from the Notes and the convertible notes issued by PRFoods in 2021) in order to ensure the sustainability of the business operations of PRFoods and its subsidiaries and to protect the interests of investors of PRFoods and the employees of the whole group.

The management board of PRFoods has, since the third quarter of 2024, been working on finding restructuring opportunities.

As the putting together of the restructuring plan and preparation of the necessary documentation for the restructuring requires time, PRFoods is unable to publish and submit it for the approval such that it could be adopted at the Noteholders meeting before 22 January 2025, when the initially agreed maturity date of the Notes arrives. To enable PRFoods to finish the preparation of the restructuring plan and present it to the investors, while maintaining the perspective of the restructuring plan, it is necessary to extend the maturity date of the Notes to some extent, as well as to postpone the next interest payment of the Notes.

In the view of the above, PRFoods requests the Noteholders to extend the maturity date of the Notes (currently 22 January 2025) and to set the new maturity date at 31 March 2025, and to prolong the current interest period and to accordingly postpone the next interest payment date (currently 22 January 2025) and to set the new interest payment date at 31 March 2025.

Additionally – in order to allow for a greater flexibility when adopting decisions by the Noteholders and to simplify the participation of the Noteholders in the decision-making process, PRFoods proposes to the Noteholders to amend the rules of the decision-making process included in the Terms by supplementing the regulation with a written voting procedure.

Agenda

The agenda of the Meeting is as follows:

1. Organizational matters related to the meeting
2. Voting of the following decisions:

1. to consent to the postponement of the Maturity Date of the Notes (as defined in the Terms and the Final Terms), currently scheduled to be 22 January 2025, and to set the new Maturity Date of the Notes for 31 March 2025, to consent to the extending of the current interest period and accordingly to the postponement of the next Interest Payment Date (as defined in the Terms and the Final Terms), currently scheduled to be 22 January 2025, and to set the new Interest Payment Date for 31 March 2025, and to agree that the non-redemption of the Notes on the original Maturity Date (22 January 2025) and non-payment by PRFoods of the Interest on the initial Interest Payment Date (22 January 2025) shall not constitute a breach of the Terms or the Final Terms by PRFoods or the occurrence of an Extraordinary Early Redemption Event (as defined in the Terms), 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 amended Maturity Date (31 March 2025) and the new Interest Payment Date (31 March 2025);
2. to amend the Terms, by supplementing the Terms with regulation for written voting procedure and to amend the relevant clauses of the Terms in connection with the inclusion of the written voting procedure, and to approve the new version of the Terms in the redaction including the relevant amendments, in the form set out in Annex 2 to this announcement.

Right to participate and vote in the meeting

Only persons appearing as Noteholders in the Estonian Register of Securities (the “Register”) at the close of settlement day of the Register, seven (7) banking days preceding the date of the Meeting, shall be entitled to participate and vote at the Meeting.

Noteholders holding their Notes directly may participate and vote in the Meeting directly themselves or through their proxies. If the Notes of a Noteholder are held through a custodian, such custodian must provide a proxy to the Noteholder in order for such Noteholder to participate at the Meeting. The form for such proxy has been attached to this notice as Annex 1. To participate at the Meeting, an original copy of the proxy signed by hand or signed digitally must be presented upon registering for the Meeting.

Quorum and majority requirements

In accordance with Section 12.2.1 of the Terms, the Meeting shall have quorum in case Noteholders holding in aggregate Notes with the nominal value representing more than 50% of the aggregate nominal value of all Notes are present at the Meeting.

In accordance with Sections 12.2.2 and 16.1.3 of the Terms, the resolution as set out in clause (i) of the agenda of the Meeting is considered adopted in case Noteholders holding in aggregate Notes with the nominal value representing at least 2/3 of the aggregate nominal value of all Notes held by the Noteholders present at the Meeting vote in favour of the resolution.

In accordance with Sections 12.2.2 and 16.1.3 of the Terms, the resolution as set out in clause (ii) of the agenda of the Meeting is considered adopted in case Noteholders holding in aggregate Notes with the nominal value representing more than 50% of the aggregate nominal value of all Notes held by the Noteholders present at the Meeting vote in favour of the resolution.

PRFoods and Related Parties (as defined in the Terms) shall not have the right to vote at the Meeting and the Notes held thereby shall not be counted in determining the quorum or the majority requirements.

When the Noteholders approve, with the required majority, the amendment of the maturity date of the Notes and of the interest payment date and consent to the inclusion of the written voting procedure to the Terms, such resolutions shall be binding on all Noteholders.

Annexes:

Annex 1 - Form of proxy for appointing a proxy holder chosen by Noteholder
Annex 2 – Note Terms and Conditions (amended)

Additional information:
Kristjan Kotkas
AS PRFoods
Member of the management board
[e-mail]
www.prfoods.ee

Attachments

• Note Terms and Conditions (amended)(668267.4)
• Lisa 1_Annex 1 - Volikirja vorm_Form of proxy(669602.1)