The Terms of Private Placement of AS PRFoods Subordinated Convertible Notes
THIS NOTICE IS NOT INTENDED FOR PUBLICATION, ALLOCATION OR TRANSMISSION, IN PART OR WHOLLY, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, OR ELSEWHERE THE DISCLOSURE OR TRANSMISSION OF THIS INFORMATION IS NOT ALLOWED.
By a company announcement dated 07.05.2021 (as corrected by the correction announcement dated 18.05.2021), AS PRFoods (hereinafter "PRFoods") informed investors that it was planning an issue of subordinated convertible notes in the amount of up to 3,500,000 EUR. PRFoods hereby additionally notifies that – in accordance with the resolutions of the supervisory board of PRFoods dated 14.05.2021, whereby the supervisory board of PRFoods approved the principal terms and conditions of the said note issue, and considering the resolutions adopted on 24.05.2021 by the general meeting of shareholders of PRFoods, whereunder, among others, authorisation to increase the share capital of PRFoods was granted to the supervisory board of PRFoods for the purposes of executing the said issue – the management of PRFoods is, under its resolutions dated 24.05.2021, 31.05.2021 and 04.06.2021, conducting a private placement of subordinated convertible notes, whereas in accordance with the resolutions of the management board dated 04.06.2021, the prolonged subscription period of the subordinated convertible notes shall continue until 17:00 (Estonian time) on 14.06.2021.
In the course of the referred issue, PRFoods is issuing up to 350 subordinated convertible notes with the nominal value and issue price of EUR 10,000 per note, and with maturity date of 01.10.2025 and interest rate of 7% per calendar year. The payment obligations of PRFoods arising from the subordinated convertible notes are subordinated to other unsubordinated payment obligations thereof, wherefore limited early redemption rights apply to the subordinated convertible notes. The conversion of the subordinated convertible notes into shares of PRFoods may be requested twice per calendar year prior to designated dates (1 April and 1 October) at the fixed conversion price of EUR 0.34 approved by the supervisory board of PRFoods as part of its 14.05.2021 resolutions. The subordinated convertible notes may be listed on Nasdaq Tallinn Stock Exchange or on the alternative market First North.
As PRFoods explained in the announcement dated 07.05.2021 (as corrected by the correction announcement dated 18.05.2021), the purpose of the issue by PRFoods of the subordinated convertible notes is to reinforce the capital structure thereof (among others, the refinancing of existing loans, increasing the working capital and financing the fish farming investments) and facilitate the smoother and faster recovery by the company and its subsidiaries from the negative impacts caused by COVID-19 in the upcoming 2021/2022 financial year.
The private placement of PRFoods’ subordinated convertible notes is targeted at Estonian and foreign qualified investors (within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council and Directive 2014/65/EU) only, wherefore no public offering prospectus will be prepared or published in connection with the placement. PRFoods has been informed by, among others, the shareholder of AS PRFoods, Amber Trust II S.C.A, of its wish and willingness to support reinforcement of the capital structure of PRFoods by way of subscription to the subordinated convertible notes, which shareholder will, in the context of its subscription, also offset its claims towards PRFoods arising from the EUR 1,500,000 investment loan agreement dated 14.07.2017.
Qualified investors can submit subscription undertakings regarding the subordinated convertible notes until the expiry of the subscription period and in accordance with the terms and conditions of subordinated convertible notes of PRFoods approved on 24.05.2021 and the final terms approved on 04.06.2021, which terms and final terms can be inspected by way of approaching the management of PRFoods or AS Redgate Capital as the financial advisor of the subordinated convertible notes issue. The allocation of the subordinated convertible notes will be decided by the management of PRFoods after the expiry of the subscription period in accordance with the terms referred to in the previous sentence. The indicative issue date for subordinated convertible notes is 22.06.2021.
This announcement is not to be construed as an offer or solicitation of an offer 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.
To view this piece of content from www.globenewswire.com, please give your consent at the top of this page.
To view this piece of content from ml-eu.globenewswire.com, please give your consent at the top of this page.
One Liberty Plaza - 165 Broadway
NY 10006 New York
GlobeNewswire is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.
Subscribe to releases from GlobeNewswire
Subscribe to all the latest releases from GlobeNewswire by registering your e-mail address below. You can unsubscribe at any time.
Latest releases from GlobeNewswire
Data analysis from dLab to boost the digitalization for Karlskoga Energi & Miljö24.6.2021 09:55:00 CEST | Press release
Regional utilities company Karlskoga Energi & Miljö AB has been using the smart data analytics solution from cleantech company Dlaboratory Sweden AB (publ) since 2020. A useful solution for avoiding power outages and identifying faults, dLab’s system is the starting point for the energy company’s digitalization journey. Energy company Karlskoga Energi & Miljö with its subsidiary Karlskoga Elnät has around 15 000 customers along a 1 700 km grid in the middle of the beautiful region of Värmland. Digitalization is a high priority throughout the organization, whether it means providing fiber optics for consumers, or the dInsight Analytics Platform from dLab. -The solution from dLab pushes us to work in a completely new way; from monitoring and analysis to becoming proactive, using data to prevent, rather than fix a problem. This requires new knowledge in the organization, but also a new way of working, says Jimmy Lundberg, Head of Distribution at Karlskoga Elnät. The company chose dLab’s s
Nokia launches next-generation AirScale 5G portfolio powered by ReefShark technology24.6.2021 09:00:00 CEST | Press release
Press Release Nokia launches next-generation AirScale 5G portfolio powered by ReefShark technology Nokia’s new, industry-leading 5G portfolio covers baseband, radio, and massive MIMO antennas offering huge 5G capacity, coverage, and easy deploymentIntroduces industry’s lightest massive MIMO units at 17kg enabling simplified deployments and faster time to marketNokia’s new comprehensive range of products are powered by Nokia’s latest generation of ReefShark chipsets Nokia’s extended Single RAN accelerates 5G rollouts and cuts overall RAN Total Cost of Ownership 24 June 2021 Espoo, Finland – Nokia today announced the global launch of its latest range of industry-leading AirScale 5G products covering baseband, remote radio heads, and massive MIMO active antennas with digital beamforming. The innovative solutions are powered by the latest generation of Nokia’s ReefShark System-on-Chip (SoC) chipsets and deliver the highest capacity and network performance while enabling efficient deploymen
Huvepharma Announces the Indicative Price Range, Publication of the Prospectus and Start of the Offer Period of Planned IPO24.6.2021 08:15:39 CEST | Press release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. This announcement is an advertisement for the purposes of the Prospectus Regulation EU 2017/1129 and underlying legislation, relating to the launch of the Offer (as defined below) by the Company and the proposed Admission (as defined below). This announcement does not constitute a prospectus. This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy Shares (as defined below) in any jurisdiction, including the United States, Canada, Australia or Japan. Further details about the Offer and the Admission is included in the Prospectus (as defined below). The Prospectus has today been approved by the Netherlands Authority for the Financial Markets (Stich
FDA accepts application for Roche’s Port Delivery System with ranibizumab (PDS) for treatment of neovascular or “wet” age-related macular degeneration (nAMD)24.6.2021 07:00:00 CEST | Press release
If approved, PDS would be the first and only eye implant with continuous drug delivery that offers people living with nAMD an alternative to frequent eye injectionsA pivotal study showed PDS extends time between treatments up to six months for more than 98% of patients and provides vision outcomes equivalent to monthly ranibizumab injectionsThe European Medicines Agency has also validated the PDS Marketing Authorisation Application in nAMD Basel, 24 June 2021 - Roche (SIX: RO, ROG; OTCQX: RHHBY), today announced that the U.S. Food and Drug Administration (FDA) has accepted the company’s Biologics License Application (BLA), under Priority Review, for Port Delivery System with ranibizumab (PDS) for the treatment of neovascular or “wet” age-related macular degeneration (nAMD). Neovascular AMD is a leading cause of blindness for people aged 60 and over and impacts approximately 20 million people worldwide.1,2,3 If approved, PDS would be a first-of-its-kind therapeutic approach, offering pe
ObsEva To Present Data on Two Clinical Development Programs at ESHRE Virtual 37th Annual Meeting24.6.2021 07:00:00 CEST | Press release
- Data from Phase 3 study ofYselty® (linzagolix) for the treatment of uterine fibroids to be discussed in an oral presentation; Top-line data from pilot study of Yselty for the treatment of severe adenomyosis to be presented in an ePoster- -Data from IMPLANT1 Phase 2 study of nolasiban for uterine contractility of IVF patients prior to embryo transfer to be presented in an ePoster - GENEVA, Switzerland and BOSTON– June 24, 2021 – ObsEva SA (NASDAQ: OBSV) (SIX: OBSN), a biopharmaceutical company developing and commercializing novel therapies to improve women’s reproductive health, today announced the presentation of data from two of its clinical development programs at the European Society of Human Reproduction and Embryology (ESHRE) Virtual 37th Annual Meeting, being held June 26 - July 1, 2021. Details of the presentations for the Yseltyprogram are as follows: Title: Long-Term Secondary Efficacy of Linzagolix for Heavy Menstrual Bleeding (HMB) Due to Uterine Fibroids (UF): 52-Week Res
Hyloris Successfully Renegotiates License Agreements for Lead Products with the Alter Pharma Group24.6.2021 07:00:00 CEST | Press release
Acquires all royalty rights to Maxigesic® IV Assumes sole responsibility for HY-075 and HY-038 – future profit split lapses Gains higher net profit margin for Fusidic Acid Cream in Canada Hyloris CEO and CBDO to resign from the Board of Directors of Alter Pharma Liège, Belgium – 24June 2021 – Hyloris Pharmaceuticals SA (Euronext Brussels: HYL), a specialty biopharma company committed to bringing innovative treatments that offer added value to underserved patient populations, today announces that it has successfully renegotiated and unwound its earlier license agreements with the Alter Pharma Group. Hyloris will pay the Alter Pharma Group a total lump sum of €5.25 million plus €0.5 million potential earn-out, thereby waiving any further future financial obligations towards the Alter Pharma Group. Hyloris Pharmaceuticals and the Alter Pharma Group have amended and unwound the earlier license agreements as follows: The patent and knowhow license agreement in relation to Maxigesic IV has b
Enento Group makes a strategic investment to add a unique Sales Intelligence service offering by acquiring a part of Goava Sales Intelligence AB with possibility to take majority24.6.2021 07:00:00 CEST | Press release
ENENTO GROUP PLC, STOCK EXCHANGE RELEASE ON 24 JUNE 2021 AT 8.00 A.M. EEST Enento Groupmakes a strategic investment to add a uniqueSales Intelligence service offering byacquiring apart of Goava Sales Intelligence AB with possibility to take majority Enento Group Plc has signed an agreement to acquire part of and become the largest shareholder of the Swedish sales intelligence services company Goava Sales Intelligence AB by subscribing to new preference shares in the company. Within the agreement, Enento in the first stage on 24 June 2021 acquires a 38,3 % (35,1 % fully diluted) shareholding in the company, and at the same time agrees to complete subsequent preference share subscriptions provided that the company fulfills certain preconditions laid out in the business plan, as well as acquires a purchase option to acquire all outstanding shares in the company after a mutually agreed business plan period ending in year 2024 and aiming at gaining a significant market position for the serv