Decisions of the Meeting of Noteholders of as Prfoods
20 Septembre 2022 - 2:30PM
Decisions of the Meeting of Noteholders of as Prfoods
DECISIONS OF THE MEETING OF NOTEHOLDERS
OF AS PRFOODS
By a company announcement published on
05.09.2022, 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 and 5 February 2022; the “Terms”). The Meeting
took place on 20.09.2022 and altogether 8 Noteholders participated
in the Meeting, who hold in aggregate Notes with the Nominal Value
of EUR 6,778,100 i.e. approximately 62% 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 requirement for PRFoods to meet the financial
covenants provided in Section 5.2 of the Terms for PRFoods’
2021/2022 financial year (i.e. the financial year 01.07.2021 –
30.06.2022) and decided that the failure to meet the financial
covenants provided in Section 5.2 of the Terms in PRFoods’
2021/2022 financial year (i.e. the financial year 01.07.2021 –
30.06.2022) shall not constitute a breach of the Terms by PRFdoos
or the occurrence of an Extraordinary Early Redemption Event (as
defined in the Terms);
- to waive the security interest listed in item f) of Section
4.2.1 of the Terms as security securing the Noteholders’ claims
arising from the Notes, and consented that the release of the
referred security shall not constitute a breach of the Terms by the
Issuer or any Collateral Provider (as defined in the Terms), or the
occurrence of an Extraordinary Early Redemption Event (as defined
in the Terms);
- to amend the Terms by way of omitting item f) of Section 4.2.1,
amending the definition of “Collateral Provider” included in
Section 17.1.9 by way of omitting reference to item f) of Section
4.2.1 from item a) of the definition, 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 security listed in item f) of Section 4.2.1
of the Terms and to execute all transactions and acts necessary for
such release, and to sign the amended Terms referred to above.
Noteholders who hold in aggregate Notes with the
Nominal Value of EUR 6,272,800 i.e. approximately 93% 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.ANNEXESAnnex 1 – Note
Terms and Conditions
(amended)Additional information:Indrek Kasela AS
PRFoodsMember of the management board +372 452 1470
investor@prfoods.ee www.prfoods.ee
- Annex 1 - Note Terms and Conditions (amended)
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