Home collateral Decisions of the Assembly of AS PRFoods Bondholders

Decisions of the Assembly of AS PRFoods Bondholders


Per a company announcement published on 10.02.2022, AS PRFoods (registration code 11560713, registered office at Pärnu mnt 141, 11314 Tallinn, Estonia;”PRFoods“) called a meeting (the “MeetingTicket holders“) of PRFoods, maturing on January 22, 2025 and carrying the ISIN code EE3300001577 (the “Remarks), issued under PRFoods’ Secured Note Issue Terms and Conditions dated January 14, 2020 (which were amended on February 25, 2020; the “terms”).
The Meeting took place on 25.02.2022 and a total of 8 Bondholders participated in the Meeting, who hold in total Bonds with a Nominal Value of EUR 6,507,300, i.e. approximately 60% of the Nominal Value aggregate of all Bonds carrying voting rights. The Assembly was therefore competent to adopt resolutions.
During the Meeting, the Bondholders adopted a decision:

  1. to waive the sureties listed in points b) and d) of Section 4.2.1 of the Terms as a guarantee guaranteeing the claims of the Noteholders arising from the Notes, and to agree that the release of the guarantee referred to does not constitute a breach of the Conditions by the Issuer or any Collateral Provider (as defined in the Conditions), or an Extraordinary Early Redemption Event in accordance with the Conditions;
  2. to amend the Terms by: (a) omitting Section 4.2.1 items b), d) and e) and those portions of the unnumbered paragraphs following item f) that are no longer relevant to the transfer of the subsidiary of the Issuer Heimon Kala Oy; (b) replace the reference to Heimon Kala Oy with a reference to Saaremere Kala AS in point f) of section 4.2.1; and (c) amend the definition of “warranty provider” in section 17.1.9 by omitting references to items b) and e) of section 4.2.1 from item a) of the definition and adding a reference to item f) of section 4.2.1 and omitting item b) from the definition in its entirety; and to approve the new version of the Conditions reflecting the respective modifications, as attached to this notice as Schedule 1;
  3. instruct PRF Collateral Agent OÜ to definitively and irrevocably release the guarantee listed in points b) and d) of section 4.2.1 of the Conditions and to enter into transactions and take all measures necessary for such release (including, without limited to, sign, submit and accept all necessary documents), and sign the modified Terms mentioned above.

Noteholders holding in aggregate Notes with a Nominal Value of EUR 6,507,300, being 100% of the total Nominal Value of all Notes held by Noteholders present at the Meeting, voted in favor of the said decision.

In accordance with Clauses 16.1.1 and 5.5 of the Terms, the decisions described above are binding on all Holders.


Appendix 1 – Terms of the Amended Notes

Further information:

Indrek Kasela
Member of the Board of Directors
+372 452 1470
[email protected]

  • Appendix 1 – Modified Notes Terms and Conditions