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:
i. 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);
ii. 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
[email protected]
www.prfoods.ee