PRFoods Notice of Noteholders’ Meeting
AS PRFoods (registry code 11560713, registered address at Pärnu mnt 141, 11314 Tallinn, Estonia; the “Issuer”) hereby notifies persons holding the notes (the “Noteholders”) of the Issuer, due on 22 January 2025 and bearing ISIN code EE3300001577 (the “Notes”), issued under the Terms and Conditions of Secured Note Issue of AS PRFoods, dated 14 January 2020 (which have been amended on 25 February 2020; the “Terms”), of convening a meeting of Noteholders (the “Meeting”).
The Meeting will be held on 30th June 2020 at 13:00 (EET) at the offices of the Issuer (Pärnu mnt 141 (Delta Plaza), 11314 Tallinn, Estonia). Registration for the Noteholders’ Meeting will be open at the venue of the Meeting from 12:00 to 12:45 (EET).
In light of the COVID-19 pandemic, and the extraordinary effects the pandemic and the measures taken to combat the pandemic have had on the economic environment and the Issuer’s business, the Issuer has decided to convene the Meeting and request from the Noteholders a waiver of the financial covenants provided the Terms for the Issuer’s 2019/2020 financial year (i.e. the financial year 01.07.2019 – 30.06.2020),
The COVID-19 pandemic has brought along an extraordinary situation in most countries around the world, including in all countries where the Issuer and its subsidiaries operate. To combat the pandemic, all countries where the Issuer and its subsidiaries operate have implemented special measures (including temporary closure of borders and other restrictions which restrict the import and export of goods), which have adversely affected the economic environment in the relevant countries generally (for exmple, there has been a decrease in consumption), as well as the operations of the Issuer and its subsidiaries.
Among other, the above described circumstances have had a temporary negative effect on the results of operations of the Issuer during the third and fourth quarter of this Issuer’s current financial year, including on the Issuer’s EBITDA, and have also comlicated the fulfilment by the Issuer of the financial covenants provided in the Terms during these periods. Although the exact results of operations of the Issuer for the ongoing financial year and the effect of these on the financial covenants provided in the Terms will be clear once the Issuers audited annual report has been completed, the Issuer’s initial calculations indicate that for the financial year ending on 30 June 2020, the Net Debt to EBITDA of the Issuer (calculated in accordance with the Terms) shall be higher than the level of 5.0 provided in Clause 5.2.1 (a) of the Terms and the Issuer’s DSCR (calculated in accordance with the Terms) shall be lower than the level of 1.2 provided in Clause 5.2.2 of the Terms.
However, the Issuer confirms that the above described temporary negative effects do not affect the Issuer’s ability to fulfill the monetary obligations provided in the Terms (inclduing the ability to make the payments under the Notes).
In the light of the above, the Issuer wishes to convene the Meeting and asks the Noteholders to waive the financial covenants provided in Sections 5.2 of the Terms for the Issuer’s 2019/2020 financial year (i.e. the financial year 01.07.2019 – 30.06.2020), and decide that any non-fulfilment of the financial covenants provided in Sections 5.2 of the Terms for the Issuer’s 2019/2020 financial year shall not constitute a breach of the Terms by the Issuer or an Extraordinary Early Redemption Event (as defined in the Terms).
Agenda for the Meeting will be as follows:
- Organisational matters relating to the Meeting.
- Voting on the granting of a waiver of the covenants provided in Section 5.2 of the Terms for the Issuer’s 2019/2020 financial year (i.e. the financial year 01.07.2019 – 30.06.2020).
RIGHT TO PARTICIPATE AND VOTE AT THE MEETING
Only persons appearing as Noteholders in the Estonian Register of Securities (the “Register”) at the close of settlement day of the Register, seven (7) banking days preceding the date of the Meeting, shall be entitled to participate and vote at the Meeting.
Noteholders holding their Notes directly may participate and vote in the Meeting directly themselves or through their proxies. If the Notes of a Noteholder are held through a custodian, such custodian must provide a proxy to the Noteholder in order for such Noteholder to participate at the Meeting. The form for such proxy has been attached to this notice as Annex 1. To participate at the Meeting, an original copy of the proxy signed by hand or signed digitally must be presented to the Issuer upon registering for the Meeting.
Furthermore, the Issue has agreed with the collateral agent of the Notes that the representatives of the collateral agent are willing to represent at the Meeting those Noteholders who cannot participate at the Meeting and cannot appoint another proxy. If a Noteholder wishes to authorise the representatives of the collateral agent to represent such Noteholder at the Meeting, the Noteholder must send the collateral agent a proxy on the form attached to this notice as Annex 2 in a digitally signed format by e-mail (to the address: email@example.com) or signed by hand by mail (to the address: Advokaadibüroo TGS Baltic, Ahtri 6a, Tallinn 10151, Estonia) by the date preceding the date of the Meeting.
QUORUM AND MAJORITY REQUIREMENTS
In accordance with Section 12.2.1 of the Terms, the Meeting shall have quorum in case Noteholders holding in aggregate Notes with the nominal value representing more than 50% of the aggregate nominal value of all Notes are present at the Meeting.
In accordance with Section 5.5, 12.2.2 and 16.1.3 of the Terms, the resolution on amending the Terms as set out in the agenda of the Meeting are considered adopted in case the Noteholders holding in aggregate Notes with the nominal value representing more than 50% of the aggregate nominal value of all Notes held by the Noteholders present at the Meeting vote in favour of the amendment.
When the Noteholders approve the granting of a waiver of the covenants provided in Section 5.2 of the Terms with the above described majority, the said waiver shall be binding on all Noteholders.
Annex 1 – Form of proxy for appointing a proxy holder chosen by the Noteholder.
Annex 2 – Form of proxy for appointing collateral agent as proxy holder.
Member of the management board
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