Decisions of the Meeting of Noteholders of AS PRFoods
By a company announcement published on 10.02.2022, AS PRFoods (registry code 11560713, registered address at Pärnu mnt 141, 11314 Tallinn, Estonia; “PRFoods”) convened a meeting (the “Meeting”) of persons holding the notes (the “Noteholders”) of PRFoods, due on 22 January 2025 and bearing ISIN code EE3300001577 (the “Notes”), issued under the Terms and Conditions of Secured Note Issue of PRFoods dated 14 January 2020 (which have been amended on 25 February 2020; the “Terms”).
The Meeting took place on 25.02.2022 and altogether 8 Noteholders participated in the Meeting, who hold in aggregate Notes with the Nominal Value of EUR 6,507,300 i.e. approximately 60% of the aggregate Nominal Value of all Notes which carry voting rights. Therefore, the Meeting was competent to pass resolutions.
At the Meeting, the Noteholders adopted a decision:
- to waive the security interests listed in items b) and d) of Section 4.2.1 of the Terms as collateral securing the Noteholders’ claims arising from the Notes, and to consent to that the release of the referred collateral shall not constitute a breach of the Terms by the Issuer or any Collateral Provider (as defined in the Terms), or an Extraordinary Early Redemption Event in accordance with the Terms;
- to amend the Terms by way of: (a) omitting items b), d) and e) of Section 4.2.1 and parts of the unnumbered paragraphs following item f) that are no longer relevant in connection with the transfer of the Issuer’s subsidiary Heimon Kala Oy; (b) replacing the reference to Heimon Kala Oy with a reference to Saaremere Kala AS in item f) of Section 4.2.1; and (c) amending the definition of “Collateral Provider” in Section 17.1.9 by way of omitting references to items b) and e) of Section 4.2.1 from item a) of the definition and adding a reference to item f) of Section 4.2.1 therein, and omitting item b) of the definition in its entirety; and to approve the new version of the Terms reflecting the respective amendments, as attached to this notice as Annex 1;
- to instruct PRF Collateral Agent OÜ to finally and irrevocably release the collateral listed in items b) and d) of Section 4.2.1 of the Terms and to enter into transactions and to take any and all action necessary for such release (including without limitation to sign, submit and accept any necessary documents), and to sign the amended Terms referred to above.
Noteholders who hold in aggregate Notes with the Nominal Value of EUR 6,507,300 i.e. 100% of the aggregate Nominal Value of all Notes held by Noteholders present at the Meeting, voted in favour of the said decision.
In accordance with Clause 16.1.1 and 5.5 of the Terms, the decisions described above are binding on all Noteholders.
Annex 1 – Amended Note Terms and Conditions