PRFoods
Company Announcement

Registration of a Supplement to the Prospectus Relating to the Public Offering and Listing of Secured Notes of AS PRFoods, and Extension of the Offering Period

In comparison with the company announcement published at 16:52 (Estonian time) on 16 March 2020, this corrected company announcement includes information on the right of withdrawal of investors who subscribe for Notes of PRFoods before the publication of the Prospectus Supplement. Such information has been added to the end of the company announcement, before the section “Important information”.

AS PRFoods (hereinafter “PRFoods”) hereby announces that on 16 March 2020, the Estonian Financial Supervision Authority (hereinafter the “EFSA”) registered a supplement (hereinafter the “Prospectus Supplement”) to the prospectus (hereinafter the “Prospectus”) prepared by PRFoods and approved by the EFSA on 9 March 2020, in relation the public offering (hereinafter the “Offering”) and listing (hereinafter the “Listing”) of secured notes of PRFoods, with the nominal value of EUR 100 per note, interest rate of 6.25% per annum and maturity date on 22 January 2025 (hereinafter the “Notes”).

The Prospectus Supplement was prepared to: (i) set out an additional risk factor specifically relating to the severe acute respiratory syndrome coronavirus 2 (commonly known as SARS-CoV-2) and the infectious disease COVID-19, caused by the virus; and (ii) due to increased volatility in financial markets, extend the period of the Offering (hereinafter the “Offering Period”) by two (2) weeks, until 16:00 (Estonian time) on 30 March 2020 (unless shortened or extended in accordance with applicable regulations).

The Prospectus Supplement has been attached to this company announcement. Furthermore, the Prospectus Supplement and the Prospectus are available in electronic format on the website of the EFSA (https://www.fi.ee) and on the website of PRFoods (https://prfoods.ee/investor-relations/notes). The Prospectus Supplement and the Prospectus should be read as a whole.

As set out in the Prospectus Supplement, in relation to the extension of the Offering Period, the term of all other steps related to the Offering and Listing will be extended by two (2) weeks. Therefore, the timetable brought out in the notice of public offering of the Notes, published by PRFoods by a company announcement titled “Notice of Public Offering of Secured Notes of AS PRFoods” on 10 March 2020, is amended as follows:

10 March 2020 10:00 (Estonian time)

Start of the subscription period for the Notes

30 March 2020 16:00 (Estonian time)

End of the subscription period for the Notes

On or about 1 April 2020

Publication of the results of the Offering

On or about 3 April 2020

Transfer of the Notes to the accounts of the investors

On or about 6 April 2020

Expected listing of the Notes and the first trading day on the Baltic Bond List of the Nasdaq Tallinn Stock Exchange

Also, the expected date of listing and admission to trading of the Notes brought out in section “Listing and Admission to Trading of the Notes” of the above referred company announcement is amended to on or about 6 April 2020.

In relation to the amendment of the dates brought out above, the final terms of the Notes have also been amended. The amended final terms of the Notes, as approved by the management board of PRFoods, have been appended to the Prospectus Supplement.

In connection with the publication of the Prospectus Supplement, investors who have submitted a subscription undertaking to subscribe for the Notes (hereinafter the “Subscription Undertaking”) before the publication of the Prospectus Supplement, shall have a right to withdraw their Subscription Undertakings within two business as of the publication of the Prospectus Supplement, i.e. until 18 March 2020. The procedure for withdrawing the Subscription Undertaking is described in more detail in Section 2.1 of the Prospectus Supplement.

Important information:

This announcement is not to be construed as an offer or solicitation for the purchase of the Notes, nor shall the sale or offer of the Notes take place in any jurisdiction where such offer, invitation or sale would be unlawful without the exception or qualification of law, prior to the registration of the prospectus.

The information contained in this notice is not intended to be published, distributed or transmitted, in whole or in part, directly or indirectly, in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, or in any other country or circumstance where publication, sharing or transmission would be unlawful.

Before making an investment decision, investors should read the Prospectus, the summary of the Prospectus and, if necessary, consult with a person specialising in advising on such investments.  

Company presentation
 

Additional information:
Indrek Kasela
AS PRFoods
Member of the management board
+372 452 1470
investor@prfoods.ee
www.prfoods.ee


PRFoods
Company Announcement

Notice of Public Offering of Secured Notes of AS PRFoods

AS PRFoods (hereinafter “PRFoods”) hereby announces a public offering (“Offering”) of secured notes of PRFoods, with the nominal value of EUR 100 per note, interest rate of 6.25% per annum and maturity date on 22 January 2025 (“Notes”). The Offering will be carried out on the basis of the prospectus prepared by PRFoods and approved by the Estonian Financial Supervision Authority (EFSA) on 9 March 2020, which has been published on the date of this announcement on the websites of the PRFoods and the EFSA, together with any possible supplements (“Prospectus”). Details and terms of the Offering are set out in the Prospectus.

Key Terms of the Offering

In the Offering, PRFoods is offering up to 18,904 Notes, with the maximum aggregate nominal value of up to EUR 1,890,400. The price of the Notes being offered is EUR 101.00 per Note, which includes interest calculated on the Notes since 22 January 2020.

The current Offering is the second phase of the Note issue. In January 2020, PRFoods carried out a private placement of the Notes and issued to investors 91,069 Notes, with the aggregate nominal value of EUR 9,109,600. Together with the Notes issued in the private placement, the total number of Notes shall after the Notes being issued in the Offering be 110,000 Notes, with the aggregate nominal value of EUR 11,000,000.

Timeline of the Offering

10 March 2020 10:00 (Estonian time)

Start of the subscription period for the Notes

16 March 2020 16:00 (Estonian time)

End of the subscription period for the Notes

On or about 18 March 2020

Publication of the results of the Offering

On or about 20 March 2020

Transfer of the Notes to the accounts of the investors

On or about 23 March 2020

Expected listing of the Notes and the first trading day on the Baltic Bond List of the Nasdaq Tallinn Stock Exchange

Participation in the Offering

The Offering consists of (i) an offering to retail investors in Estonia (the "Retail Offering") and (ii) an offering to Estonian and international institutional investors (the "Institutional Offering"). The Retail Offering comprises an offer of the Notes to all natural and legal persons in Estonia, except for any persons categorised as qualified investors pursuant to Section 6(2) of the Estonian Securities Market Act, who are invited to submit their offers in the Institutional Offering.

Investors wishing to subscribe for the Notes in the Retail Offering should contact a custodian operating the investor’s securities account at the Estonian Register of Securities. Investors wishing to subscribe for the Notes in the Institutional Offering should contact Redgate Capital AS.

Purpose of the Offering

PRFoods plans to use the proceeds of the issue of the Notes mainly for the refinancing of the existing debt obligations of PRFoods group (whereas the investment loan from AS SEB Pank has been repaid from the proceeds received from the private placement of the Notes carried out in January 2020), for investments into fish farms in Finland, Sweden and Estonia, as well as for other general corporate purposes.

Listing and Admission to Trading of the Notes

PRFoods has submitted an application to Nasdaq Tallinn AS for the listing and admission to trading of the Notes on the Baltic Bond List of Nasdaq Tallinn Stock Exchange. The expected date of listing and admission to trading of the Notes is on or about 23 March 2020.

While every effort will be made and due care will be taken in order to ensure the listing and the admission to trading of the Notes, PRFoods cannot quarantee that the Notes will be listed and admitted to trading on the Baltic Bond List of Nasdaq Tallinn Stock Exchange.

Important information:

This announcement is not to be construed as an offer or solicitation for the purchase of the Notes, nor shall the sale or offer of the Notes take place in any jurisdiction where such offer, invitation or sale would be unlawful without the exception or qualification of law, prior to the registration of the prospectus.

The information contained in this notice is not intended to be published, distributed or transmitted, in whole or in part, directly or indirectly, in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, or in any other country or circumstance where publication, sharing or transmission would be unlawful.

Before making an investment decision, investors should read the Prospectus, the summary of the Prospectus and, if necessary, consult with a person specialising in advising on such investments.

Additional information:
Indrek Kasela
AS PRFoods
Member of the management board
+372 452 1470
investor@prfoods.ee
www.prfoods.ee


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