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Conclusion Of Share Sale Agreement Of The Share Of Saare Kala Tootmine OÜ And The Proposal To The Shareholders Of AS Prfoods To Adopt Shareholders' Resolutions Without Calling A Meeting


2025-12-05 11:46:16
(MENAFN- GlobeNewsWire - Nasdaq) The subsidiary of AS PRFoods (registry code 11560713) Saaremere Kala AS (registry code 11310040, hereinafter " Seller ") signed an agreement on 05.12.2025 for the sale of its 100% shareholding in Saare Kala Tootmine OÜ (registry code 10377013, hereinafter " SKT ") and transfer of claims arising from shareholder loans and an inventory loan provided to SKT to the Latvian company Brīvais Vilnis A/S (Latvian registry code: 40003056186, hereinafter " Buyer "). SKT engages in the production and sale of fish products. In order to complete the transaction, AS PRFoods requires the approval of its shareholders, and for this purpose, a vote on the shareholder resolutions of AS PRFoods will be held without convening a meeting.

Purpose of the transaction

Sale of SKT's share will be carried out in accordance with the objectives and principles set out in the debt restructuring documents approved by the shareholders and noteholders of AS PRFoods in April this year, according to which AS PRFoods will take all reasonable steps to prepare and conduct the sale of its core assets (including the shareholding in SKT) before the end of the agreed 3-year restructuring period, in order to distribute the proceeds from their sale between the creditors specified in the restructuring documents and the issuer in accordance with the proceeds sharing agreement concluded in connection with the restructuring. In conducting the organised sale process of the shareholding in SKT, AS PRFoods has used the assistance of Oaklins Estonia OÜ, a financial advisor engaged by AS PRFoods in accordance with the aforementioned restructuring documents.

Transactions between unrelated parties, interests of management and related parties

The ultimate beneficiaries of the Buyer of the SKT's share Brīvais Vilnis A/S are Latvian citizens who have no shareholding or other interests in AS PRFoods. The proposed transaction is therefore not considered a related party transaction under the rules of NASDAQ Tallinn Stock Exchange.

The members of the management board and supervisory board of AS PRFoods have no personal interests in relation to the proposed transaction. Timo Pärn will continue as a member of SKT's management board after the transaction.

Preconditions for transfer of share

The transfer of 100% shareholding in SKT constitutes a significant transfer of shareholding by AS PRFoods's subsidiary (Saaremere Kala AS) and, as a result, the sale of SKT's shareholding must be approved by the general meeting of shareholders of AS PRFoods. Consequently, the management board of AS PRFoods hereby proposes that the general meeting of shareholders adopt a resolution without convening a meeting (see the relevant notice below) and provides additional information about the transaction.

In addition to the approval of the general meeting of shareholders, the completion of the proposed transaction (i.e., the transfer of SKT's shareholding and the assignment of the related inventory loan claim and other shareholder loan claims) is subject to certain preconditions, including the following:

  • Maaelu Edendamise Sihtasutus (registry code 90000245) has, in connection with the sale of SKT's shareholding, made a decision to release AS PRFoods from its obligations arising from the previous guarantee of a loan taken by SKT;
  • the parties to the transaction (including financiers) have entered into a deposit agreement with the notary, which stipulates the steps necessary for closing of the transaction, procedure of transfer of the shareholding and the actions required to release or transfer the collateral); and
  • the sale price of the transaction has been deposited with a notary in accordance with the deposit service agreement concluded between the parties.

    In the event of failure to fulfil the preconditions by 31.01.2026 at the latest, the party that was not obligated to fulfil or ensure the fulfilment of the relevant precondition shall have the right to withdraw from the share purchase agreement at its sole discretion by submitting a written notice of withdrawal to the other party.

    Under the sales agreement, SKT's shareholding, together with the claims arising from the shareholder loan agreements governing loans granted to SKT, shall be deemed to have been transferred after the sales price of the transaction has been received by the Seller. The claims arising from the inventory loan shall be transferred to the Buyer after payment of the separate sales price specified in the sales agreement to the Seller for their transfer. Alternatively, SKT may repay the inventory loan, in which case this claim shall not be considered transferred under the sales agreement.

    Shareholder loans and inventory loan

    In previous periods, SKT has received intra-group loans (hereinafter referred to as " shareholder loans ") totalling EUR 1,539,294.53, and the interest calculated on the loans received is EUR 117,024.62 as of December 4, 2025.

    In addition to the above, in October and November of this year, the Seller's (Saaremere Kala AS) group granted SKT a special-purpose inventory loan in the total amount of EUR 200,000 (and may grant an additional loan of up to EUR 100,000 after the signing of the transaction) to finance the inventory and other working capital needs for the 2025 Christmas season (hereinafter referred to as the " inventory loan ").

    Sales price and payment

    A total of EUR 2,000,000 is payable for the transfer of 100% of SKT's share and the assignment of shareholder loan claims, to be paid after fulfilment of the conditions precedent to the completion of the transaction in accordance with the notary deposit agreement.

    The sales agreement provides for a separate sales price for the transfer of inventory loan claim, which is equal to the principal amount of the inventory loan and must be paid by the Buyer to the Seller no later than two months from the date of completion of the transaction. Alternatively, SKT may repay the inventory loan, in which case this claim shall not be considered transferred under the sales agreement.

    The initial difference between the acquisition price and the sales price of the share of Saare Kala Tootmine OÜ is EUR 211,900.77, which is recognized as a one-time extraordinary income of AS PRFoods in the financial year 2025/2026.

    Impact of the transaction on AS PRFoods

    The initial result of the transaction on the consolidated financial statements of AS PRFoods for the 2025/2026 financial year is extraordinary income of EUR 211,900.77. The unconsolidated net result is an extraordinary loss of EUR 2,204,569.26. The total impact of the transaction will be disclosed in AS PRFoods' interim report for the second half of the 2025/2026 financial year.

    Financial results and audited financial statements table

    According to the NASDAQ Tallinn Stock Exchange Rules (" Requirements for Issuers "), an issuer must disclose the financial results of the last three years of the undertaking whose shares the issuer acquires or disposes (sales, net profit or loss, dividends per share, the regular and diluted net earnings per share ratio) in the form of a comparative table, an overview of any significant changes in the business since the end of the last financial year or confirmation that there have been no significant changes in the business. The relevant information is provided below.

    SKT's audited unconsolidated financial results for the last three years (at the time of publication of the notice, SKT has no subsidiaries):

    • Thousands of euros 2022/2023 2023/2024 2024/2025 (unaudited)
    Turnover 5,239 4,444 4,985
    Net profit / loss -873 -1,454 -1,048
    Dividend per share - - -
    Custom net profit (loss) per share of AS PRFoods -0.02 -0.04 -0.03
    Diluted net profit (loss) per share of AS PRFoods -0.02 -0.03 -0.02


    SKT's financial statements for the last two audited financial years are attached to this notice as a separate document in the form of a comparative table.

    There have been no significant changes in SKT's economic activities since the end of the last financial year.

    Overview of loans

    In accordance with the NASDAQ Tallinn Stock Exchange Rules (" Requirements for Issuers "), an issuer must publish an overview of loans taken by a company whose shares the issuer acquires or disposes of, as of a date no earlier than 60 days prior to the date of the notice published by the issuer.

    As of the date of this notice, SKT has received intra-group shareholder loans in the amount of EUR 1,539,294.53, and the unpaid interest calculated on the loans received is, as of 4 December 2025, EUR 117,024.62. These loan claims will be transferred to the Buyer together with the sale of SKT's share.

    In addition to the above, the parent company Saaremere Kala AS's group has granted SKT an inventory loan in the amount of EUR 200,000 (and may grant an additional loan of up to EUR 100,000 after the signing of the transaction), the resulting claims will also be transferred to the Buyer, and the Buyer undertakes to pay a fixed sales price equal to the principal amount of the inventory loan within two months of the date of completion of the transaction. Alternatively, SKT may repay the inventory loan, in which case this claim shall not be considered transferred under the sales agreement.

    SKT has received a loan from Maaelu Edendamise Sihtasutus. As of the date of this notice, the principal balance of the loan is EUR 400,108.29 and the accrued interest is, as of 4 December 2025. EUR 197.50.

    Shareholder structure

    Saaremere Kala AS is 100% shareholder of SKT.

    Significant court and arbitration proceedings

    According to the NASDAQ Tallinn Stock Exchange rules ("Requirements for Issuers"), an issuer must disclose information about any court or arbitration proceedings related to a company whose shares the issuer is acquiring or disposing of that could significantly affect the economic activities of that company or confirm that there are no such proceedings.

    SKT is not involved in any court or arbitration proceedings that could significantly affect its business activities.

    Contracts with AS PRFoods and other related entities

    In accordance with the NASDAQ Tallinn Stock Exchange Rules ("Requirements for Issuers"), an issuer must disclose information about existing agreements between the issuer and the company whose shares the issuer is acquiring or disposing of.

    Saaremere Kala AS provides certain head office services to SKT. In connection with the proposed transaction, the provision of such services will be terminated upon completion of the transaction. There are no valid agreements between AS PRFoods and SKT. SKT is a party to a senior loan agreement concluded between AS PRFoods and its subsidiaries and Amber Trust II S.C.A., SICAR (in liquidation) as the lender. In connection with the proposed transaction, the parties agree that SKT will cease to be a party to the senior loan agreement.

    Management board members

    Timo Pärn is the management board member of SKT. The company does not have a supervisory board.

    Proposal for adoption of resolutions of shareholders' general meeting of AS PRFoods without convening a meeting

    The Management board of AS PRFoods (registration code 11560713, address Pärnu mnt 141, Tallinn 11314; ISIN EE3100101031;“ PRFoods”) proposes to the shareholders to adopt the shareholders' resolutions without convening a meeting pursuant to § 2991 of the Commercial Code.

    Please send any questions regarding the draft resolutions to the e-mail address ... or to the address of PRFoods, Pärnu mnt 141, 11314 Tallinn, Estonia, no later than 12.12.2025. The list of shareholders with voting rights will be fixed as at the close of business on 08.12.2025 in the Nasdaq CSD settlement system. As of the date of publication of this notice, the share capital of PRFoods amounts to EUR 7,736,572. PRFoods has 38,682.860 ordinary shares, each share entitling to 1 vote at the general meeting. Voting is possible in the period from 06.12.2025 to 27.12.2025 at 11.59 p.m. If a shareholder abstains from voting, he/she will be deemed to have voted against the resolution. The voting ballot is available on the website of PRFoods .
    Shareholders have the following options to cast their votes:

  • By submitting the ballot, completed and digitally signed by the shareholder entitled to vote or by his/her proxy, or by submitting a paper ballot, signed and scanned, by e-mail to ... no later than 27.12.2025 at 11.59 p.m.
  • By submitting the paper ballot, completed and signed by the shareholder entitled to vote or his/her authorised representative, or by sending it to the office of PRFoods at Pärnu mnt 141, 11314 Tallinn, Estonia, in such a way that it arrives no later than 27.12.2025 at 5.00 p.m.


    The ballot submitted by e-mail must be digitally signed in order to enable the identification of the shareholder. If the paper ballot is signed and scanned and sent by e-mail or if the paper ballot is sent by post, a copy of the page of the shareholder's or shareholder's representative's identity document (e.g. passport or ID-card) containing the personal data (including the date of expiry of the document) must be sent together with the paper ballot. The shareholder's proxy must additionally submit a valid power of attorney in a form that can be reproduced in writing in Estonian or English. The shareholder may use the proxy form available on PRFoods website . In the case of a shareholder who is a legal entity registered in a foreign country, please submit a copy of the extract from the relevant foreign commercial register, which proves the representative's right to represent the shareholder (statutory power of attorney). The extract must be in English or translated into Estonian or English by a sworn translator or by an official deemed equal with a sworn translator.

    The proposals of the management board regarding the resolutions to be adopted, approved by the supervisory board of PRFoods on 05.12.2025 , are as follows:

  • Sale of 100% shareholding in Saare Kala Tootmine OÜ by Saaremere Kala AS

    Draft resolution:
    Approve the transfer of the 100% shareholding in Saare Kala Tootmine OÜ, registry code 10377013, and transfer of the claims arising from shareholder loans and an inventory loan by AS PRFoods' subsidiary Saaremere Kala AS to Brīvais Vilnis A/S, Latvian registry code 40003056186. In connection with the transfer of Saare Kala Tootmine OÜ's shareholding, approve the amendment of the senior loan agreement concluded by AS PRFoods and its subsidiaries with Amber Trust II S.C.A., SICAR (in liquidation) as the lender on 02.04.2025 so that Saare Kala Tootmine OÜ ceases to be a party to the relevant senior loan agreement.

  • Approval of the annual report for the financial year 01.07.2024 – 30.06.2025


    Draft resolution:

    Confirm the annual report of AS PRFoods for the financial year 01.07.2024 – 30.06.2025 which was published in a stock exchange notice dated 31.10.2025 ( ).

  • Distribution of profit

    Draft resolution:

    The net profit for the period 01.07.2024 – 30.06.2025 amounted to EUR 7,338,801.33. Allocate 1/20 of the net profit for increasing the mandatory reserve capital, i.e., EUR 366,940.07. Transfer the remaining part of the net profit for the period, i.e., EUR 6,971,861.26, to cover losses from previous periods.

  • Appointment of the auditor for the 2025/2026 financial year and determination of the auditor's remuneration

    Draft resolution:

    To appoint audit firm KPMG Baltics OÜ (registry code 10096082) as the auditor of AS PRFoods for the 2025/2026 financial year and to remunerate the audit firm for the audit in accordance with the agreement to be entered into with KPMG Baltics OÜ.

  • Extension of the terms of office of the Supervisory Board members

    Draft resolution:

    To confirm the continuation of the mandates of Lauri Kustaa Äimä, Harvey Sawikin, and Jaakko Karo from December 12, 2025, until the date of this decision, and to extend their mandates for an additional three-year term from the date of adoption of this decision.

    ***
    As of the publication of this notice, shareholders may access the materials of the general meeting, draft resolutions, background information and other documents of the general meeting on the website of PRFoods at and on the website of the Estonian branch of NASDAQ CSD SE at .

    Resolutions adopted by the shareholders will be disclosed in the form of a stock exchange release and on the website of PRFoods in accordance with § 2991 (6) of the Commercial Code.

    Timo Pärn / Kristjan Kotkas
    Management board member of AS PRFoods

    Attachments

    • Börsiteate Lisa 1 ENG(2061128.1)
    • HAALETUSSEDEL_VOTING BALLOT AS PRFoods 02122025(2060741.1)
    • ENG - PROXY FOR EXERCISING THE RIGHTS OF A SHAREHOLDER 2025(2060740.1)

    MENAFN05122025004107003653ID1110442950



    • GlobeNewsWire - Nasdaq

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