On 26 June in 2017, AS PRFoods (PRF), JRJ & PRF Limited, a company belonging to PRF consolidation group (the Acquiring Company), and Andrew Leigh, Christopher Leigh, Jennifer Leigh and Victoria Leigh-Pearson (each separately the Seller and all together the Sellers) executed a share purchase agreement (the Agreement) under which the Acquiring Company acquires from respective Sellers majority shareholding in John Ross Jr. (Aberdeen) Limited (JRJ) and Coln Valley Smokery Limited (CVS), both located in the United Kingdom. JRJ and CVS are related companies through their shareholders. JRJ is leading global Scottish processed salmon company with sales in 30 countries and Royal Warrant Holder of the British Royal Family. The Agreement is conditional and subject to the approval of the General Meeting of shareholders of AS PRFoods.
The Management Board of AS PRFoods hereby discloses, in consideration of provisions 7.11 and 7.13.4 of Nasdaq Tallinn Rules ‘Requirements for Issuers’, the terms and conditions of the contemplated transaction and convenes the Extraordinary General Meeting of Shareholders of AS PRFoods.
According to the Agreement executed between PRF, the Acquiring Company and the Sellers:
The purpose of the transaction is to acquire majority shareholding in JRJ and CVS, hence the majority holding in the business operations of JRJ and CVS. A successful closing of the transaction will increase the assortment of fish products offered by PRF group companies, expand the geographical area of operations and raise the professional know-how and clientele.
The audited turnover of JRJ of 2016FY was 11.3 million GBP corresponding to 13.7 million EUR (Bank of Estonia exchange rate as at 30.06.2016).
The unaudited turnover of CVS of 2016FY was 4.0 million GBP corresponding to 4.9 million EUR (Bank of Estonia exchange rate as at 30.06.2016).
Unaudited consolidated turnover of JRJ of 2016FY was 13.1 million GBP corresponding to 15.8 million EUR (Bank of Estonia exchange rate as at 30.06.2016). Unaudited consolidated turnover of JRJ of 1Q 2017 was 3.8 million GBP corresponding to 4.5 million EUR (Bank of Estonia exchange rate as at 31.03.2017).
Note that JRJ and CVS financial year is 1 July-30 June.
Further information on financials are presented below under Financial Results and Table of Annual Reports.
The audited consolidated turnover of AS PRFoods for 2016FY was 47.4 million EUR, the unaudited consolidated turnover for the 1Q 2017 of AS PRFoods was 10.6 million EUR.
Therefore, the turnover of JRJ/CVS exceeds 25% of the turnover of AS PRFoods, meaning that the contemplated transaction has significant importance within the meaning of Nasdaq Tallinn Stock Exchange Rules (Requirements for Issuers) and must be submitted for approval to the General Meeting of AS PRFoods.
The Acquiring Company will pay to the Sellers for the 85% of shares of JRJ and CVS the purchase price of 13,163,290 GBP corresponding to 15,386,662 EUR (Bank of Estonia exchange rate as at 31.03.2017) on payment terms and using the financing as described below under Purchase Price and Payment Terms.
The contemplated transaction is not a related party transaction in the essence of the Rules of the NASDAQ Tallinn Stock Exchange. The owners of JRJ are all the Sellers and the owners of CVS are JRJ (36%) and the Sellers Andrew Leigh, Christopher Leigh and Victoria Leigh-Pearson (64%). The members of board of directors of JRJ prior to the completion of the contemplated transaction are Andrew Leigh, Christopher Leigh and Victoria Leigh-Pearson. The members of board of directors of CVS prior to the completion of the contemplated transaction are Andrew Leigh, Christopher Leigh, Victoria Leigh-Pearson and Mark Osborne. The latter persons have no connections to the majority shareholders of PRFoods, the board members (or their relatives) of PRFoods or its subsidiaries or affiliates. The transaction shall bring along changes in the management level of the Acquiring Company, JRJ and CVS. An overview of planned changes in the management of the Acquiring Company, JRJ and CVS is given below.
The current members of the Management and Supervisory Board of AS PRFoods, Saaremere Kala AS or the Acquiring Company have no personal interests related to the contemplated transaction.
The contemplated transaction is of significant importance within the meaning of Nasdaq Tallinn Rules (Requirements for Issuers) and the Supervisory Board of PRFoods submits the approval of the transaction to be resolved by the General Meeting of PRFoods. Due to the above, the Management Board of AS PRFoods convenes an Extraordinary General Meeting of shareholders (please see the respective notice below).
Obtaining the approval of the General Meeting of shareholders of AS PRFoods is set as condition precedent to the completion of the contemplated transaction by the Agreement.
The total purchase price payable for the object of the contemplated transaction as described above is 13,163,290 GBP corresponding to 15,386,662 EUR (Bank of Estonia exchange rate as at 31.03.2017). As per the Agreement, the purchase price is payable as follows:
PRF finances the payment of purchase price by following means:
The amount of purchase price has been agreed upon based on the financial results JRJ and CVS as at the end of 2016 financial year of JRJ/ CVS and as at 31 March 2017. Thus, exchange rate of 1 EUR = 0,8555 GBP by Bank of Estonia as at 31 March 2017 is used unless stated otherwise.
According to the Rules of NASDAQ Tallinn Stock Exchange (Requirements for Issuers), an issuer must publish the financial results of the acquired company for the three preceding financial years together with the last two annual reports presented in a table format.
Financial results for the three preceding financial years:
| in GBP'000 | FY 2014 | FY 2015 | FY 2016 |
| Turnover | 8,325 | 9,511 | 11,284 |
| Net profit | 361 | 633 | 1,012 |
| €/£ | 0.8015 | 0.7114 | 0.8265 |
| in EUR'000 | FY 2014 Bank of Estonia exchange rate as at 30.06.2014 | FY 2015 Bank of Estonia exchange rate as at 30.06.2015 | FY 2016 Bank of Estonia exchange rate as at 30.06.2016 |
| Turnover | 10,386 | 13,369 | 13,653 |
| Net profit | 450 | 890 | 1,224 |
| Dividends per PRF share | 0.00 | 0.01 | 0.01 |
| Diluted dividends per share | 0.00 | 0.01 | 0.01 |
| Net earning per PRF share | 0.01 | 0.02 | 0.03 |
| Diluted earnings per share | 0.01 | 0.02 | 0.03 |
| in GBP'000 | FY 2014 | FY 2015 | FY 2016 |
| Turnover | 3,761 | 4,068 | 4,016 |
| Net profit | 20 | 58 | 152 |
| €/£ | 0.8015 | 0.7114 | 0.8265 |
| in EUR'000 | FY 2014 Bank of Estonia exchange rate as at 30.06.2014 | FY 2015 Bank of Estonia exchange rate as at 30.06.2015 | FY 2016 Bank of Estonia exchange rate as at 30.06.2016 |
| Turnover | 4,693 | 5,718 | 4,859 |
| Net profit | 24 | 82 | 184 |
| Dividends per PRF share | 0.00 | 0.00 | 0.00 |
| Diluted dividends per share | 0.00 | 0.00 | 0.00 |
| Net earning per PRF share | 0.00 | 0.00 | 0.00 |
| Diluted earnings per share | 0.00 | 0.00 | 0.00 |
| in GBP'm | FY 2016 |
| Turnover | 13.1 |
| Adjusted EBITDA | 2.1 |
| in EUR'm | FY 2016 Bank of Estonia exchange rate as at 30.06.2016 |
| Turnover | 15.8 |
| Adjusted EBITDA | 2.5 |
There have been no significant changes within JRJ and CVS since the year ended 30 June 2016.
The audited consolidated financial reports of PRFoods are available on the web page of AS PRFoods www.prfoods.ee.
According to the Rules of NASDAQ Tallinn Stock Exchange (Requirements for Issuers), an issuer must publish information of the loans taken by JRJ and CVS.
JRJ has concluded the following financing agreements:
| Loan Agreements for financing the new factory in Scotland: | |||||
| Lender | Type | Amount GBP | Date Signed | Term | Margin + Base Rate (BR) |
| Bank of Scotland | term loan | 250,000 | Dec 2015 | 15 years | 2.85% + BR |
| Bank of Scotland | term loan | 185,000 | Oct 2012 | 15 years | 3.2% + BR |
| Bank of Scotland | term loan | 250,000 | July 2005 | 15 years | 1.5% + BR |
As at 30 April 2017, the balance of the loan amounts totals to 419,979 GBP which corresponds to 497,193 EUR (Bank of Estonia exchange rate as at 30 April 2017).
Further, JRJ has entered into hire purchase agreements for certain equipment (Mitsubishi, Kilia bowl cutter, Geba multi slicer, Price labeller machine, BMW pool car, HSBC angle slicer) with the balance as at 30 April 2017 being 68,893 GBP corresponding to 81,559 EUR (Bank of Estonia exchange rate as at 30 April 2017).
The Sellers have taken loans amounting to 167,469 GBP corresponding to 195,756 EUR (Bank of Estonia exchange rate as at 31.03.2017) from JRJ which will be settled with respective amount of the purchase price to the Acquiring Company (see above under Purchase Price and Payment Terms).
CVS and the Acquiring Company have taken no loans prior to the contemplated transaction.
Prior to the contemplated transaction:
The shareholders of JRJ prior to the transaction are Andrew Leigh, Christopher Leigh, Victoria Leigh-Pearson and Jennifer Leigh.
The shareholders of CVS prior to the transaction are Andrew Leigh, Christopher Leigh, Victoria Leigh-Pearson and JRJ itself.
The sole shareholder of the Acquiring Company prior the contemplated transaction is Saaremere Kala AS, 100% subsidiary of PRF.
After the completion of the transaction, including exercising the option, the Acquiring Company shall own 100% of JRJ ordinary, A ordinary, B, C, D type of shares and 100%, directly or indirectly, of all of the ordinary shares in CVS.
As part of the transaction, Christopher Leigh and Victoria Leigh-Pearson will become the shareholders in the Acquiring Company and the shares in the Acquiring Company shall be held as follows: Saaremere Kala AS 85% shares, Christopher Leigh 9,63% shares and Victoria Leigh-Pearson 5,37% shares. As shareholders of JRJ & PRF Limited, Saaremere Kala AS, Christopher Leigh and Victoria Leigh-Pearson shall enter into a shareholders’ agreement which contains the following main terms:
Saaremere Kala AS, the Acquiring Company, Christopher Leigh and Victoria Leigh-Pearson shall enter into put and call option agreement according to which Saaremere Kala AS grants Christopher Leigh and Victoria Leigh-Pearson an option to require Saaremere Kala AS to purchase and Christopher Leigh and Victoria Leigh-Pearson grant Saaremere Kala AS an option to purchase the shares of the Acquiring Company held by Christopher Leigh and Victoria Leigh-Pearson at the end of 2020, 2021 and 2022 financial year for the consideration of A x ((8XB) + C-D) where A= option shares as the numerator and total of issued shares as the denominator; B=EBITDA of the Acquiring Company on consolidated bases as further specified in the option agreement; C= free cash as the last business day prior to exercising the option; and D= the aggregate amount immediately prior to option completion of all outstanding loans and borrowings of the Acquiring Company and its subsidiaries. In case the option will be exercised, the loan notes will be redeemed as well.
The Acquiring Company, JRJ or CVS are not involved in any ongoing court or arbitration proceedings, which could have material effect on its operations or the operations of the Acquiring Company, JRJ, CVS, Saaremere Kala AS or AS PRFoods.
There were no commercial or other agreements in place between AS PRFoods group companies and the Acquiring Company, JRJ or CVS prior to this transaction.
Prior to the contemplated transaction:
The member of the board of directors of the Acquiring Company is Indrek Kasela. The members of the board of directors of JRJ are Andrew Leigh, Christopher Leigh and Victoria Leigh-Pearson. The members of the board of directors of CVS are Andrew Leigh, Christopher Leigh, Victoria Leigh-Pearson and Mark Osborne.
None of the companies have supervisory board.
The members of the board of directors of the Acquiring Company after the contemplated transaction shall be Indrek Kasela, Kit Harrison, Jaakko Karo, Christopher Leigh and Victoria Leigh-Pearson. The members of the board of directors of JRJ shall be Indrek Kasela, Christopher Leigh, Victoria Leigh-Pearson and Jennifer Leigh. The members of the board of directors of CVS shall be Indrek Kasela, Christopher Leigh and Victoria Leigh-Pearson.
No supervisory boards to any of the companies shall be formed.
Christopher Leigh shall be responsible for the overall operational management of JRJ and CVS and Victoria Leigh-Pearson shall be responsible for sales and marketing of JRJ and CVS.
Christopher Leigh was born 7 October 1973. Christopher Leigh joined JRJ in 1992 and is the Managing Director of JRJ. He has extensive industry experience. Christopher has GCSE (General Certificate of Secondary Education).
Victoria Leigh-Pearson was born 7 April 1976. Victoria joined the Group in 2003 and has been Sales Director for ten years at JRJ and consultant on CVS sales. Victoria holds significant sales and marketing experience from her previous roles. Victoria Leigh-Pearson has GCSE's / CAM diploma (post grade course, in Communications, Advertising, Marketing).
Jennifer Leigh was born on 20 August 1943. Jennifer Leigh joined the group in 1989 and manages the groups finance function and HR department. Jennifer has GCSE (General Certificate of Secondary Education).
Kit Harrison was born on 16 August 1973 has been for long involved in developing business concepts and running several business ventures, including 2016-17 Albright Dene, 2015-16 dreamsmith+, 2013 Ski Verbier, 2010-14 in Leeming Brothers.
Indrek Kasela is the CEO of PRFoods. Jaakko Karo has been a member of the Supervisory Board of the PRFoods since August 2009.
None of the joining directors, i.e. Christopher Leigh, Victoria Leigh-Pearson, Jennifer Leigh, Kit Harrison own any PRF shares.
The spokespersons related to the transaction are Indrek Kasela and Christopher Leigh.
AS PRFoods (register code 11560713, address Pärnu rd. 141, 11314 Tallinn, Estonia), hereby convenes the Extraordinary General Meeting of shareholders, which will be held on 19 July in 2017 starting at 11am in the conference room “Arcturus” at the Nordic Hotel Forum hotel (address: Viru väljak 3, Tallinn, Estonia).
The initiator of convening the extraordinary general meeting is the Supervisory Board of AS PRFoods and the reason is to obtain the approval of the General Meeting of AS PRFoods to acquire a majority shareholding in John Ross Jr. (Aberdeen) Limited and Coln Valley Smokery Limited, which is set as condition precedent to the completion of the mentioned contemplated transaction.
The list of shareholders being entitled to vote at the Extraordinary General Meeting will be determined seven days before the meeting, i.e. on 12 July in 2017 at 23.59.
As at the disclosure of this notice the share capital of AS PRFoods is 7 736 572 euros divided into 38 682 860 shares, all of the same class and without nominal value. Each share entitles to one vote at the general meeting.
The registration of the participants of the Extraordinary General Meeting begins on the day of the meeting e.g. 19.07.2017 at 10am and ends at 11am at the venue of the meeting.
For registration, please submit:
Prior to the Extraordinary General Meeting, a shareholder may notify AS PRFoods of appointing a representative or revoking authorisation to represent the shareholder by sending a respective digitally signed notice to the e-mail address investor@prfoods.ee or by personally delivering the written notice during business days from 10 a.m. until 4 p.m. to the address Pärnu rd 141, 11314 Tallinn, Estonia, by 4 p.m. on 14 July 2017 at the latest. The shareholder may use the respective forms of power of attorney and revocation of the power of attorney available at the website of AS PRFoods www.prfoods.ee.
In accordance with the resolution of the Supervisory Board of AS PRFoods, dated 22 June 2017, the agenda of the Extraordinary General Meeting along with the proposals of the Supervisory Board to the shareholders is as follows:
The Supervisory Board of PRFoods proposes to the shareholders to vote in favour to the approval of the acquisition of majority shareholding in JRJ and CVS by AS PRFoods group company JRJ & PRF Limited in accordance with the terms and conditions of the contemplated transaction as made available to the shareholders at the website of Nasdaq Tallinn and at the web site of AS PRFoods www.prfoods.ee simultaneously with convening the extraordinary general meeting of shareholders, and as presented to the shareholders in the course of the extraordinary general meeting of shareholders.
Inquiries on items of the agenda of the Extraordinary General Meeting of shareholders can be sent to the e-mail address investor@prfoods.ee.
A shareholder has a right to receive information on the activities of AS PRFoods from the Management Board at the General Meeting. The Management Board may refuse to disclose the information if there are sufficient grounds to presume that the disclosure may adversely affect the interests of the company. If the Management Board refuses to disclose the information, the shareholder may claim that the General Meeting decides on the lawfulness of the shareholder's request or file within two weeks a petition to a court by way of proceedings on petition to oblige the Management Board to disclose the information.
Shareholders, whose shares represent at least 1/20 of the share capital of AS PRFoods, may request additional items to be added on the agenda of the Extraordinary General Meeting if a respective request has been submitted at least 15 days prior to the Extraordinary General Meeting, i.e. by 4 July 2017 the latest to the following address: AS PRFoods, Pärnu rd. 141, 11314 Tallinn, Estonia. Concurrently with the demand to complement the agenda, a draft resolution on or substantiation of each additional issue shall be submitted to the company.
Shareholders, whose shares represent at least 1/20 of the share capital of AS PRFoods, may propose draft resolutions with respect to each item on the agenda at least 3 days prior to the Extraordinary General Meeting, i.e. by 14 July 2017 by submitting the proposal in writing to the following address: AS PRFoods, Pärnu rd. 141, 11314 Tallinn, Estonia.
The live broadcast will be hosted by the Member of the Board Indrek Kasela, who will share information in regards to agenda of the general meeting. Shareholders may send their questions before the broadcast until 14 July 2017 by 23.59 by email to hannele@voting.ee or ask questions during the broadcast via web solution.
To join the broadcast, please register by 14 July 2017 by 23.59 via email hannele@voting.ee. The list of shareholders entitled to monitor the meeting via live broadcast and ask questions will be fixed on 12 July 2017 at 23:59. After registration you will be provided with instructions how to join the broadcast and ask questions during the meeting. Exercising shareholder´s rights (i.e. voting) is not possible via live broadcast. The broadcast of the shareholders meeting will be recorded and will be available online for everyone at the company’s website on www.prfoods.ee.
Indrek Kasela
AS PRFoods
Member of Management Board