The Meeting will be held on
Due to the pandemic of COVID-19 caused by the coronavirus commenced in the end of 2019 and the extraordinary effects the continuing pandemic and the measures taken to combat it have had on the economic environment, including the economic affairs of PRFoods and its group companies, PRFoods has decided to convene the Meeting and request from the Noteholders a waiver of the financial covenants provided the Terms for PRFoods’ 2020/2021 financial year (i.e. the financial year
In 2020 and 2021, the COVID-19 pandemic has continuously brought along an extraordinary situation in most of the countries where PRFoods and its subsidiaries operate. To combat the pandemic, national special measures have been taken and continuously implemented, which measures have continuously had a negative impact on the operations of the PRFoods and its subsidiaries.
The slow fallback of the COVID-19 pandemic and the continuing effects thereof have – in addition to the financial year 2019/2020 (i.e. the financial year
However, PRFoods confirms that the above described temporary negative effects do not affect its ability to fulfil the monetary obligations provided in the Terms (including the ability to make the payments under the Notes).
As one of the measures to mitigate the negative effects of COVID-19, PRFoods is planning – in accordance with the announcement made to the investors and the public on
In the light of the above, PRFoods wishes to convene the Meeting and asks the Noteholders to waive the financial covenants provided in Section 5.2 of the Terms for the 2020/2021 financial year of PRFoods (i.e. the financial year
AGENDA
The 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 2020/2021 financial year (i.e. the financial year
01.07.2020 – 30.06.2021) and consenting to the effects of the issue of subordinated convertible notes and tap-issue of the Notes, as well as of the bridge financing borrowed in 2021 on the financial covenants provided in Section 5.2 of the Terms.
RIGHT TO PARTICIPATE AND VOTE AT THE MEETING
Only persons appearing as Noteholders in the
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 upon registering for the Meeting.
Furthermore, PRFoods has – in light of the spread of COVID-19 and the measures implemented for combating the spread thereof – 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 do not wish to physically attend the Meeting, 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: cas@tgsbaltic.com) or signed by hand by mail (to the address: Advokaadibüroo TGS Baltic, Ahtri 6a,
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.
PRFoods and Related Parties (as defined in the Terms) shall not have the right to vote at the Meeting and the Notes held thereby shall not be counted in determining the quorum or the majority requirements.
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.
ANNEXES
Annex 1 – Form of proxy for appointing a proxy holder chosen by the Noteholder.
Annex 2 – Form of proxy for appointing representatives of collateral agent as proxy holder.
Additional information:
Indrek Kasela
Member of the management board
+372 452 1470
investor@prfoods.ee
www.prfoods.ee
Attachments
- Annex 1 - form of proxy for appointing a proxy holder chosen by Noteholder
- Annex 2 - form of proxy for appointing representatives of collateral agent as proxy holder
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