AS PRFoods notice of noteholders meeting, intention to restructure the notes
July 03 2024 - 9:00AM
UK Regulatory
AS PRFoods notice of noteholders meeting, intention to restructure
the notes
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 18.07.2024 at 11:00
(EET) at the offices of Advokaadibüroo COBALT, address Pärnu mnt
15, Tallinn (Kawe Plaza), 7th floor. Registration for
the Meeting will be open at the venue of the Meeting from 10.30 to
10.55 (EET).
Background and notice of intention for
restructuring of obligations arising from the notes
PRFoods hereby convenes the Noteholders' Meeting
with the aim of requesting the Noteholders (i) to grant a waiver of
the financial covenants contained in the Terms and (ii) to consent
to the postponement of the next interest payment due on the
Notes.
Due to the COVID-19 pandemic and its grave
effects, the overall economic environment, in particular high
inflation, resulting changes in consumer behaviour and buying power
and volatile fish prices, have created a very complex operating
environment for PRFoods and its subsidiaries. While various
changes, including with the purpose of reducing costs and
increasing cashflow, have been made in the operations of PRFoods
and its subsidiaries, the debt position of PRFoods and the group’s
net debt still remain at high levels and the results of the current
financial year are still observed with loss due to difficult
economic conditions.
For this reason, the financial results of
PRFoods for the current financial year will not be at the levels
enabling to fulfil the Net Debt to EBITDA ratio of 4.5 (Section
5.2.1(b) of the Terms) and the DSCR level of 1.2 (Section 5.2.2 of
the Terms).
PRFoods hereby also notes that, in consideration
of the group’s high debt position and the fact that the maturity
date of the Notes is in January 2025, whereas with the purpose of
ensuring sustainability of the economic operations of PRFoods and
its subsidiaries, PRFoods is contemplating the restructuring of its
obligations arising from the Notes and PRFoods’ subordinated
convertible notes issued in 2021, on which PRFoods intends to
introduce a plan to, among others, the Noteholders, in the fourth
quarter of the current calendar year at the latest.
Proceeding from the foregoing, PRFoods requests
the Noteholders to waive the requirement to meet the financial
covenants contained in Section 5.2 of the Terms and to decide that
not meeting the financial covenants contained in Section 5.2 of the
Terms shall not constitute a breach of the Terms by PRFoods or the
occurrence of an Extraordinary Early Redemption Event (as defined
in the Terms).
PRFoods notes that, in the beginning of 2024, it
has prematurely redeemed approximately 13% of all issued Notes.
Partly because of that and with the view of supporting the
existence of positive cashflow to ensure the sustainable operations
of PRFoofs and its subsidiaries and to support the establishment of
the restructuring plan, PRFoods also requests the Noteholders to
agree to the postponement of the next Interest Payment Date (as
defined in the Terms and the Final Terms) due on the Notes,
scheduled to be 22.07.2024, until the maturity date of the Notes
i.e. 22.02.2025. For the prolonged period, PRFoods is offering to
the Noteholders a compensation which amount per Note equals to one
per cent of the nominal value of the Note per annum, calculated for
the respective prolonged period. To this, interest calculated in
accordance with the Terms and the Final Terms will be added,
meaning that for the prolonged period interest (calculated at the
rate of 6.25% per annum) together with the compensation (calculated
at the rate of 1% per annum) together form 7.25% per annum of the
nominal value of the Note.
Agenda
The agenda of the Meeting is as follows:
- Organizational matters related to the meeting
- Voting on the following decision:
- to waive the requirement to meet the financial covenants set
out in Section 5.2 of the Terms, and to agree that the failure to
meet the relevant financial covenants shall not constitute a breach
of the Terms by PRFoods or the occurrence of an Extraordinary Early
Redemption Event (as defined in the Terms); and
- to consent to the postponement of the next Interest Payment
Date (as defined in the Terms and the Final Terms) arising from the
Terms and the Final Terms (as defined in the Terms), scheduled to
be 22.07.2024, until the maturity date of the Notes being
22.01.2025, and to agree that the non-payment by PRFoods of the
Interest on 22.07.2024 as foreseen in the Terms and the Final Terms
shall not constitute a breach of the Terms by PRFoods or the
occurrence of an Extraordinary Early Redemption Event (as defined
in the Terms), or a delay in performance or in any other way undue
performance by PRFoods of its payment obligations under the Terms
or the Final Terms.
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 5.5, 12.2.2 and
16.1.3 of the Terms, the resolution as set out in 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 the granting of
waiver of the financial covenants provided in Section 5.2 of the
Terms and consent to the postponement of the next Interest
Payment Date arising from the Terms and the Final Terms, such
resolution shall be binding on all Noteholders.
Annexes:
Annex 1 – Form of proxy for appointing a proxy
holder chosen by Noteholder
Additional information:
Timo Pärn / Krisjan Kotkas
AS PRFoods
Member of the management board
investor@prfoods.ee
www.prfoods.ee
- Lisa 1_Annex 1 - Volikirja vorm_Form of proxy(628304.1)
Prfoods As (LSE:0MOK)
Historical Stock Chart
From Oct 2024 to Nov 2024
Prfoods As (LSE:0MOK)
Historical Stock Chart
From Nov 2023 to Nov 2024
