AS PRFoods (registry code 11560713, registered address at Pärnu mnt 141, 11314 Tallinn, Estonia; “PRFoods”) hereby proposes to persons holding the notes (the “Noteholders”) of the Issuer, due on 31 March 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 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 list of Noteholders with voting rights will be fixed as at the close of settlement day on 12.03.2025 in the Nasdaq CSD settlement system. Voting is possible during the period from 06.03.2025 until the end of the day on 21.03.2025 (i.e. until 11.59 p.m.). The voting ballot is annexed to this notice as Annex 1.
Noteholders have the following options to cast their votes:
- by submitting the voting ballot, completed and digitally signed by the Noteholder entitled to vote or by his/her authorised representative, or by submitting a paper ballot, signed by the Noteholder entitled to vote or by his/her authorised representative and scanned, by e-mail to investor@prfoods.ee no later than 21.03.2025 at 11.59 p.m.
- by submitting or by sending the original paper ballot, completed and signed by hand by the Noteholder entitled to vote or his/her authorised representative, to the office of AS PRFoods at Pärnu mnt 141, 11314 Tallinn, Estonia, in such a way that it arrives no later than 21.03.2025 at 5.00 p.m.
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, of the necessity to restructure their debt obligations (including the Notes and the subordinated 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. Additionally, PRFoods has notified the Noteholders and other investors, in the market notice published on 2 January 2025, that PRFoods is in the process of preparing a restructuring plan with the goal of publishing and submitting it for approval such that it could be adopted by the Noteholders’ meeting before 31 March 2025, on which the maturity date of the Notes arrives pursuant to the current Terms.
The management board of PRFoods notifies that the preparation of the restructuring plan has progressed; however, due to technical complexity of the relevant task, the finalising and coordination of all details has taken longer than expected. For this reason, for PRFoods to be able to finalise the restructuring plan and to present it to the investors at least three weeks before voting on the restructuring plan by the Noteholders, 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 31 March 2025) and to set the new maturity date at 30 April 2025, and to prolong the current interest period and to accordingly postpone the next interest payment date (currently 31 March 2025) and to set the new interest payment date at 30 April 2025.
Decisions to be adopted by written procedure:
- PRFoods proposes to the Noteholders the adoption of the following decisions:
- 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 31 March 2025, and to set the new Maturity Date of the Notes for 30 April 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 31 March 2025, and to set the new Interest Payment Date for 30 April 2025, and to agree that the non-redemption of the Notes on the Maturity Date (31 March 2025) and non-payment by PRFoods of the Interest on the Interest Payment Date (31 March 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 (30 April 2025) and the new Interest Payment Date (30 April 2025).
Participation and voting
In accordance with section 12.5.2. of the Terms, 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 end of the voting period, shall be entitled to participate and vote in the Written Procedure.
Noteholders holding their Notes directly may participate and vote in the Written Procedure directly themselves or through their authorised representatives. 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 in the Written Procedure. The form for such proxy has been attached to this notice as Annex 2.
The voting ballot submitted by e-mail must be digitally signed in order to enable the identification of the Noteholder. If the paper ballot is signed and scanned and sent by e-mail or if the paper ballot is sent by post, a copy of the page of the Noteholder’s or Noteholder’s representative’s identity document (e.g. passport or ID-card) containing the personal data (including the date of expiry of the document) must be sent together with the paper ballot. The Noteholder’s authorised representative must additionally submit a valid power of attorney in a form that can be reproduced in writing in Estonian or English. In the case of a Noteholder who is a legal entity registered in a foreign country, PRFoods may require it, if necessary, to submit a copy of the extract from the relevant foreign commercial register, which proves the representative’s right to represent the Noteholder (statutory power of attorney). The extract must be in English or translated into Estonian or English by a sworn translator or by an official deemed equal with a sworn translator.
Majority requirements
In accordance with Sections 5.5, 12.4.1 and 16.1.3 of the Terms, the resolution set out in this market notice 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 participating in the Written Procedure vote in favour of the resolution.
PRFoods and Related Parties (as defined in the Terms) shall not have the right to vote in the Written Procedure and the Notes held thereby shall not be counted in determining 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, such resolutions shall be binding on all Noteholders.
Please send questions regarding the draft decisions to e-mail address investor@prfoods.ee or to AS PRFoods address at Pärnu mnt 141, 11314 Tallinn, Estonia, by 14.03.2025 at the latest.
Annexes:
Annex 1 – Voting Ballot
Annex 2 – Form of proxy for appointing a proxy holder chosen by Noteholder
Additional information:
Timo Pärn / Kristjan Kotkas
AS PRFoods
Member of the management board
investor@prfoods.ee
www.prfoods.ee
Attachments
- Lisa 2 _ Annex 2 – Volikirja vorm_Form of proxy(680484.1)
- Annex 1_Voting Ballot for written procedure (ENG)(680478.1)
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