Change in the Schedule of Partial Buy-Back of Prfoods Secured Notes
December 19 2023 - 11:05PM
Change in the Schedule of Partial Buy-Back of Prfoods Secured Notes
Pursuant to the stock exchange announcement
published on 21.11.2022, AS PRFoods (registry code 11560713,
registered address at Pärnu mnt 141, 11314 Tallinn, Estonia;
„PRFoods“ or „Issuer“) announced
a partial buy-back of PRFoods notes due 22.01.2025 with ISIN code
EE3300001577 (the "Notes") issued by PRFoods on
14.01.2020 pursuant to the terms and conditions of the issue of the
secured notes (as amended on 25.02.2020, 25.02.2022 and 20.09.2022)
(the "Terms and Conditions"), up to a maximum
aggregate amount of 15% of the aggregate principal amount of all
outstanding Notes. Thereafter, PRFoods published stock exchange
announcements on 26.09.2023, 10.11.2023 and 30.11.2023 concerning,
among others, changes in the schedule of the buy-back of the Notes.
Under the stock exchange announcement dated 10.11.2023, PRFoods
also notified of the results of the buy-back of the Notes. In
aggregate, the Issuer will be buying back from the Noteholders
having submitted an offer for buy-back under the partial buy-back
of the Notes (hereinafter the “Noteholders”)
14,235 Notes with the aggregate nominal value of EUR 1,423,500,
representing approximately 13% of the nominal value of all
outstanding Notes.
PRFoods hereby notifies that the settlement of
the buy-back of the Notes is planned to be financed by the Issuer
from the proceeds of the transactions discussed in the stock
exchange announcement published by the Issuer on 06.12.2023. For
the purposes of approval of the consummation of the referred
transactions, the Issuer has decided to convene the extraordinary
meeting of shareholders, for which purpose the Issuer has published
a stock exchange announcement earlier today, 20.12.2023. In
connection with convening the extraordinary meeting of shareholders
of PRFdoos for the purposes of requesting approval for the
transactions, the Issuer has decided (in accordance with the
Issuer’s right to unilaterally amend the terms and conditions of
the buy-back of the Notes outlined in the stock exchange
announcement published on 21.11.2022) to postpone the settlement
date of the buy-back of the Notes (i.e. the date of transfer of the
Notes and the purchase price of the Notes) so the settlement of the
boy-back of the Notes takes place after the extraordinary general
meeting of shareholders, the fulfilment of other preconditions for
the transaction and the completion of the transactions. Considering
the foregoing, PRFoods hereby notifies that the settlement of the
Notes and the purchase price for the Notes will be carried out no
later than 31.01.2024. The settlement of the Notes and the purchase
price of the Notes may also be carried out on an earlier date. In
connection with the postponement of the settlement date, the
buy-back price per Note will be equal to its nominal value, to
which unpaid interest calculated in accordance with the Terms and
Conditions up to the day (incl.) being two business days before the
actual settlement date will be added. The settlement of the Notes
and the purchase price for the Notes on the new settlement date
will be conducted automatically and the Noteholders having
participated in the buy-back will not be required to take any steps
for the purposes of the settlement.
Additional Information:Indrek
KaselaAS PRFoodsMember of the Management BoardT: +372 452
1470investor@prfoods.eewww.prfoods.ee
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