The public offering of secured notes of AS PRFoods (hereinafter "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") ended on Monday, 30 March 2020.
The maximum volume of the public offering (i.e. the maximum aggregate nominal value of the Notes offered in the public offering) was EUR 1,890,400. Altogether 133 investors participated in the public offering, who in aggregate subscribed for 3,978 Notes with the aggregate nominal value of EUR 397,800.
Based on the PRFoods opinion investors' interest in participating in the offering was negatively affected by the developments in the spread of the coronavirus Covid-19 which took place during the offering period. The emergency situation declared in Estonia and other countries in relation thereto and the extraordinary high volatility in financial markets, caused by the aforementioned. Due to that, PRFoods decided to itself subscribe for 4,926 Notes with the aggregate nominal value of EUR 492,600. PRFoods intends to hold the Notes subscribed until the stabilisation of the financial markets and increase of the demand from investors and sell the Notes thereafter.
In the public offering, altogether (together with the notes subscribed for by PRFoods) 8,904 Notes were subscribed with the aggregate nominal value of EUR 890,400 i.e. approximately 47.10% of the maximum volume of the offering, were subscribed for. As the subscription undertakings submitted by investors and PRFoods did not exceed the maximum volume of the public offering, all subscription undertakings which were submitted were satisfied in full. In the extent exceeding the volume of Notes subscribed by investors and PRFoods, the offering was cancelled, and the Notes were not allocated.
In accordance with the terms of the Notes, PRFoods is not required to make payment for the Notes subscribed by it and payments related to the principal outstanding on the Notes held by PRFoods shall be made only after the payments of principal due on Notes held by other noteholders. Notes held by PRFoods will also not be taken into account in determining the quorum for meetings of noteholders and votes represented by such Notes will also not be taken into account upon deciding on any decisions which require the approval of the majority of noteholders.
The public offering was the second part of the issue of the Notes. 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 and the Notes which are to be issued as a result of the public offering, the total number of Notes shall be 100,000 Notes with the aggregate nominal value of EUR 10,000,000.
The Notes to be issued to investors on the basis of the results of the public offering (in accordance with the allocation approved by the management board of PRFoods) will be transferred to the investors on or about 3 April 2020. Trading in the Notes on the Baltic Bond List of Nasdaq Tallinn Stock Exchange is expected to commence on 6 April 2020.
The CEO of PRFoods, Indrek Kasela, commented on the results of the Note issue as follows: "Considering that the offering coincided with the time where the world's attention is on combating the coronavirus, it is clear that investors' focus is currently elsewhere. The initial plan of PRFoods was to carry out a private placement to issue notes in amount of EUR 8.5 million and as we were able to already raise EUR 9.1 million in private placement, our objective was already fulfilled by the private placement. As soon as there are signs of the markets becoming calmer and the support measures for the economy have become clear, we will decide whether to carry out an additional private placement. Currently, we do not see a need for it. We are grateful for all Estonian investors who subscribed for our notes."
PRFoods is advised by Advokaadibüroo COBALT OÜ on legal aspects and by Redgate Capital AS on financial matters relating to the issuance of the Notes.
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.
Additional information:
Indrek Kasela
AS PRFoods
Member of the management board
+372 452 1470
investor@prfoods.ee
www.prfoods.ee
