PRF: Acquisition of Majority Shareholding in John Ross Jr. (Aberdeen) Limited and Coln Valley Smokery Limited and Notice on Convening Extraordinary General Meeting of PRFoods

Tallinn, Estonia, 2017-06-26 15:40 CEST (GLOBE NEWSWIRE) --  

On 26 June in 2017, AS PRFoods (PRF), JRJ & PRF Limited, a company belonging to PRF consolidation group (the Acquiring Company), and Andrew Leigh, Christopher Leigh, Jennifer Leigh and Victoria Leigh-Pearson (each separately the Seller and all together the Sellers) executed a share purchase agreement (the Agreement) under which the Acquiring Company acquires from respective Sellers majority shareholding in John Ross Jr. (Aberdeen) Limited (JRJ) and Coln Valley Smokery Limited (CVS), both located in the United Kingdom. JRJ and CVS are related companies through their shareholders. JRJ is leading global Scottish processed salmon company with sales in 30 countries and Royal Warrant Holder of the British Royal Family. The Agreement is conditional and subject to the approval of the General Meeting of shareholders of AS PRFoods.

The Management Board of AS PRFoods hereby discloses, in consideration of provisions 7.11 and 7.13.4 of Nasdaq Tallinn Rules ‘Requirements for Issuers’, the terms and conditions of the contemplated transaction and convenes the Extraordinary General Meeting of Shareholders of AS PRFoods.

ACQUISITION OF MAJORITY SHAREHOLDING IN JRJ AND CVS

Object and Structure of the Transaction

According to the Agreement executed between PRF, the Acquiring Company and the Sellers:

• The respective Sellers will transfer and the Acquiring Company will acquire 8352 JRJ ordinary shares (83.52%), 5000 JRJ A ordinary shares (50%), 50 JRJ B shares (100%) 50 JRJ C shares (100%) and 50 JRJ D shares (50%) with the total nominal value of 13,502 GBP i.e. 67.01% of total 20,150 GBP issued share capital of JRJ;
• The Seller Jennifer Leigh grants the Acquiring Company a right to acquire and the Acquiring Company grants JL the right to require the Acquiring Company to purchase (call and put option) 1648 JRJ ordinary shares (16.48%) and 5000 JRJ A ordinary shares (50%) with the total nominal value of 6,648 GBP i.e. 32.99% of total 20,150 GBP issued share capital of JRJ within 2 weeks following the period of 366 days as from closing of the transaction referred to under previous bullet point;
• The respective Sellers will sell and the Acquiring Company will buy directly 3200 CVS ordinary shares with the nominal value of 3,200 GBP, whereas the rest of the 1800 CVS ordinary shares with the nominal value of 1,800 GBP are owned by JRJ already, hence the Acquiring Company shall acquire 100%, directly or indirectly, of total issued share capital of CVS.
• The Acquiring Company is incorporated on June 1^st in 2017 in Scotland under registration number 567615 as a holding company by Saaremere Kala AS, a 100% subsidiary of PRF. As part of the transaction, the Acquiring Company shall issue to Saaremere Kala AS and the Sellers Christopher Leigh and Victoria Leigh-Pearson shares in the Acquiring Company resulting the Acquiring Company having the following shareholders’ structure:
  • Saaremere Kala AS will hold 85% of total shares of the Acquiring Company;
  • Christopher Leigh and Victoria Leigh-Pearson will hold 15% of total shares of the Acquiring Company (Christopher Leigh – 10% and Victoria Leigh-Pearson – 5%). Christopher Leigh and Victoria Leigh-Pearson shall give over their respective shareholding in JRJ and CVS equal to 2,322,933 GBP (2,715,293 EUR based on the exchange rate by Bank of Estonia as at 31.03.2017) in their value. For that they will get the abovementioned 15% shares of the Acquiring Company and additionally they will be issued loan notes in the total value of 395,649 GBP (EUR 462,477 based on the exchange rate by Bank of Estonia as at 31.03.2017).
• As a result of the contemplated transaction, the Acquiring Company shall remain a subsidiary of Saaremere Kala AS within the meaning of § 6 of Commercial Code and both JRJ and CVS shall become part of AS PRFoods consolidation group.
• The main area of activity of JRJ and CVS is production and sales of high quality Atlantic fish (mainly salmon) products.

Purpose of Transaction and Effect on Operations of AS PRFoods

The purpose of the transaction is to acquire majority shareholding in JRJ and CVS, hence the majority holding in the business operations of JRJ and CVS. A successful closing of the transaction will increase the assortment of fish products offered by PRF group companies, expand the geographical area of operations and raise the professional know-how and clientele.

The audited turnover of JRJ of 2016FY was 11.3 million GBP corresponding to 13.7 million EUR (Bank of Estonia exchange rate as at 30.06.2016).

The unaudited turnover of CVS of 2016FY was 4.0 million GBP corresponding to 4.9 million EUR (Bank of Estonia exchange rate as at 30.06.2016).

Unaudited consolidated turnover of JRJ of 2016FY was 13.1 million GBP corresponding to 15.8 million EUR (Bank of Estonia exchange rate as at 30.06.2016). Unaudited consolidated turnover of JRJ of 1Q 2017 was 3.8 million GBP corresponding to 4.5 million EUR (Bank of Estonia exchange rate as at 31.03.2017).

Note that JRJ and CVS financial year is 1 July-30 June.

Further information on financials are presented below under Financial Results and Table of Annual Reports.

The audited consolidated turnover of AS PRFoods for 2016FY was 47.4 million EUR, the unaudited consolidated turnover for the 1Q 2017 of AS PRFoods was 10.6 million EUR. 

Therefore, the turnover of JRJ/CVS exceeds 25% of the turnover of AS PRFoods, meaning that the contemplated transaction has significant importance within the meaning of Nasdaq Tallinn Stock Exchange Rules (Requirements for Issuers) and must be submitted for approval to the General Meeting of AS PRFoods.

The Acquiring Company will pay to the Sellers for the 85% of shares of JRJ and CVS the purchase price of 13,163,290 GBP corresponding to 15,386,662 EUR (Bank of Estonia exchange rate as at 31.03.2017) on payment terms and using the financing as described below under Purchase Price and Payment Terms. 

Non-Related-Party Nature of Transaction; Management’s Interests

The contemplated transaction is not a related party transaction in the essence of the Rules of the NASDAQ Tallinn Stock Exchange. The owners of JRJ are all the Sellers and the owners of CVS are JRJ (36%) and the Sellers Andrew Leigh, Christopher Leigh and Victoria Leigh-Pearson (64%). The members of board of directors of JRJ prior to the completion of the contemplated transaction are Andrew Leigh, Christopher Leigh and Victoria Leigh-Pearson. The members of board of directors of CVS prior to the completion of the contemplated transaction are Andrew Leigh, Christopher Leigh, Victoria Leigh-Pearson and Mark Osborne. The latter persons have no connections to the majority shareholders of PRFoods, the board members (or their relatives) of PRFoods or its subsidiaries or affiliates. The transaction shall bring along changes in the management level of the Acquiring Company, JRJ and CVS. An overview of planned changes in the management of the Acquiring Company, JRJ and CVS is given below.

The current members of the Management and Supervisory Board of AS PRFoods, Saaremere Kala AS or the Acquiring Company have no personal interests related to the contemplated transaction.

Conditions Precedent

The contemplated transaction is of significant importance within the meaning of Nasdaq Tallinn Rules (Requirements for Issuers) and the Supervisory Board of PRFoods submits the approval of the transaction to be resolved by the General Meeting of PRFoods. Due to the above, the Management Board of AS PRFoods convenes an Extraordinary General Meeting of shareholders (please see the respective notice below).

Obtaining the approval of the General Meeting of shareholders of AS PRFoods is set as condition precedent to the completion of the contemplated transaction by the Agreement.

Purchase Price and Payment Terms

The total purchase price payable for the object of the contemplated transaction as described above is 13,163,290 GBP corresponding to 15,386,662 EUR (Bank of Estonia exchange rate as at 31.03.2017). As per the Agreement, the purchase price is payable as follows:

• the amount of 10,358,163 GBP (12,107,729 EUR, Bank of Estonia exchange rate as at 31.03.2017) will be paid to the respective Sellers in cash consideration upon the completion of the contemplated transaction, i.e. upon the transfer of ownership of 8352 JRJ ordinary shares, 5000 JRJ A ordinary shares (since 1648 JRJ ordinary and 5000 JRJ A ordinary shares shall remain as option shares), all of B, C, D type JRJ shares and 3200 CVS ordinary shares (since 1800 ordinary shares already belong to JRJ) to the Acquiring Company;
• the amount of 167,469 GBP (195,756 EUR, Bank of Estonia exchange rate as at 31.03.2017) will be paid to the bank account of JRJ to settle the respective Sellers indebtedness in the same amount to JRJ;
• the amount of 752,991 GBP (880,176 EUR, (Bank of Estonia exchange rate as at 31.03.2017) will be deferred and paid to the respective Sellers in cash consideration after 6 months from the completion of the contemplated transaction;
• exercising the option with regards to 1648 JRJ ordinary shares and 5000 JRJ A ordinary shares shall require payment of cash consideration of 1,884,667.35 GBP (2,203,001 EUR, Bank of Estonia exchange rate as at 31.03.2017) payable upon exercising the option within 2 weeks following the period of 366 days as of completion of the above.

PRF finances the payment of purchase price by following means:

• Up to 12 million EUR loan to Saaremere Kala AS from either SEB Pank or Swedbank, with 6 months grace period after initial disbursement, interest rate of 3m or 6m EURIBOR plus margin in the region of 300-400 bps, repayment according to annuity repayment schedule, final maturity 5 -6 years;
• 1,5 million EUR loan to SK from Amber Trust II S.C.A, SICAR, bearing annual interest rate of 5%, return due date 1.09.2018.

The amount of purchase price has been agreed upon based on the financial results JRJ and CVS as at the end of 2016 financial year of JRJ/ CVS and as at 31 March 2017. Thus, exchange rate of 1 EUR = 0,8555 GBP by Bank of Estonia as at 31 March 2017 is used unless stated otherwise.

Financial Results and Table of Annual Reports

According to the Rules of NASDAQ Tallinn Stock Exchange (Requirements for Issuers), an issuer must publish the financial results of the acquired company for the three preceding financial years together with the last two annual reports presented in a table format. 

Financial results for the three preceding financial years:

The annual reports of JRJ and CVS for the past two financial years in a table format are enclosed as attachments. 

There have been no significant changes within JRJ and CVS since the year ended 30 June 2016.

The audited consolidated financial reports of PRFoods are available on the web page of AS PRFoods www.prfoods.ee.

Overview of Loans by JRJ and CVS

According to the Rules of NASDAQ Tallinn Stock Exchange (Requirements for Issuers), an issuer must publish information of the loans taken by JRJ and CVS. 

JRJ has concluded the following financing agreements:

As at 30 April 2017, the balance of the loan amounts totals to 419,979 GBP which corresponds to 497,193 EUR (Bank of Estonia exchange rate as at 30 April 2017). 

Further, JRJ has entered into hire purchase agreements for certain equipment (Mitsubishi, Kilia bowl cutter, Geba multi slicer, Price labeller machine, BMW pool car, HSBC angle slicer) with the balance as at 30 April 2017 being 68,893 GBP corresponding to 81,559 EUR (Bank of Estonia exchange rate as at 30 April 2017).

The Sellers have taken loans amounting to 167,469 GBP corresponding to 195,756 EUR (Bank of Estonia exchange rate as at 31.03.2017) from JRJ which will be settled with respective amount of the purchase price to the Acquiring Company (see above under Purchase Price and Payment Terms).

CVS and the Acquiring Company have taken no loans prior to the contemplated transaction.

Shareholder Structure of the Acquiring Company, JRJ and CVS

Prior to the contemplated transaction:

The shareholders of JRJ prior to the transaction are Andrew Leigh, Christopher Leigh, Victoria Leigh-Pearson and Jennifer Leigh.

The shareholders of CVS prior to the transaction are Andrew Leigh, Christopher Leigh, Victoria Leigh-Pearson and JRJ itself.  

The sole shareholder of the Acquiring Company prior the contemplated transaction is Saaremere Kala AS, 100% subsidiary of PRF.

After the contemplated transaction:

After the completion of the transaction, including exercising the option, the Acquiring Company shall own 100% of JRJ ordinary, A ordinary, B, C, D type of shares and 100%, directly or indirectly, of all of the ordinary shares in CVS.

As part of the transaction, Christopher Leigh and Victoria Leigh-Pearson will become the shareholders in the Acquiring Company and the shares in the Acquiring Company shall be held as follows: Saaremere Kala AS 85% shares, Christopher Leigh 9,63% shares and Victoria Leigh-Pearson 5,37% shares. As shareholders of JRJ & PRF Limited, Saaremere Kala AS, Christopher Leigh and Victoria Leigh-Pearson shall enter into a shareholders’ agreement which contains the following main terms:

• Saaremere Kala AS is entitled to appoint 3 board members in the Acquiring Company, JRJ and CVS and Christopher Leigh and Victoria Leigh-Pearson jointly, as long as they hold 5% of the voting rights in the Acquiring Company, are entitled to appoint 2 board members in the Acquiring Company, JRJ and CVS;
• According to the agreed dividend policy, dividend payments are possible from free resources, i.e. after sufficient provisions have been made or set aside to satisfy tax responsibilities, obligations arising from financing agreements, necessary working capital and payments into reserves of the Acquiring Company, JRJ and CVS;
• should Christopher Leigh and Victoria Leigh-Pearson leave the company pursuant to respective bad leaver/good leaver provisions of the shareholders’ agreement, they shall sell their shares in the Acquiring Company at market value (good leaver) determined by the valuator as per agreement or a sum equal to 80% of the same (bad leaver). Their loan notes will be redeemed also.

Saaremere Kala AS, the Acquiring Company, Christopher Leigh and Victoria Leigh-Pearson shall enter into put and call option agreement according to which Saaremere Kala AS grants Christopher Leigh and Victoria Leigh-Pearson an option to require Saaremere Kala AS to purchase and Christopher Leigh and Victoria Leigh-Pearson grant Saaremere Kala AS an option to purchase the shares of the Acquiring Company held by Christopher Leigh and Victoria Leigh-Pearson at the end of 2020, 2021 and 2022 financial year for the consideration of A x ((8XB) + C-D) where A= option shares as the numerator and total of issued shares as the denominator; B=EBITDA of the Acquiring Company on consolidated bases as further specified in the option agreement; C= free cash as the last business day prior to exercising the option; and D= the aggregate amount immediately prior to option completion of all outstanding loans and borrowings of the Acquiring Company and its subsidiaries. In case the option will be exercised, the loan notes will be redeemed as well.

Significant Court and Arbitration Proceedings

The Acquiring Company, JRJ or CVS are not involved in any ongoing court or arbitration proceedings, which could have material effect on its operations or the operations of the Acquiring Company, JRJ, CVS, Saaremere Kala AS or AS PRFoods.

Agreements between AS PRFoods group companies and the Acquiring Company, JRJ or CVS

There were no commercial or other agreements in place between AS PRFoods group companies and the Acquiring Company, JRJ or CVS prior to this transaction.

Management and Supervisory Board Members

Prior to the contemplated transaction:

The member of the board of directors of the Acquiring Company is Indrek Kasela. The members of the board of directors of JRJ are Andrew Leigh, Christopher Leigh and Victoria Leigh-Pearson. The members of the board of directors of CVS are Andrew Leigh, Christopher Leigh, Victoria Leigh-Pearson and Mark Osborne.

None of the companies have supervisory board.

After the contemplated transaction:

The members of the board of directors of the Acquiring Company after the contemplated transaction shall be Indrek Kasela, Kit Harrison, Jaakko Karo, Christopher Leigh and Victoria Leigh-Pearson. The members of the board of directors of JRJ shall be Indrek Kasela, Christopher Leigh, Victoria Leigh-Pearson and Jennifer Leigh. The members of the board of directors of CVS shall be Indrek Kasela, Christopher Leigh and Victoria Leigh-Pearson.

No supervisory boards to any of the companies shall be formed.

Christopher Leigh shall be responsible for the overall operational management of JRJ and CVS and Victoria Leigh-Pearson shall be responsible for sales and marketing of JRJ and CVS.

Christopher Leigh was born 7 October 1973. Christopher Leigh joined JRJ in 1992 and is the Managing Director of JRJ. He has extensive industry experience. Christopher has GCSE (General Certificate of Secondary Education).

Victoria Leigh-Pearson was born 7 April 1976. Victoria joined the Group in 2003 and has been Sales Director for ten years at JRJ and consultant on CVS sales. Victoria holds significant sales and marketing experience from her previous roles. Victoria Leigh-Pearson has GCSE's / CAM diploma (post grade course, in Communications, Advertising, Marketing).

Jennifer Leigh was born on 20 August 1943. Jennifer Leigh joined the group in 1989 and manages the groups finance function and HR department. Jennifer has GCSE (General Certificate of Secondary Education).

Kit Harrison was born on 16 August 1973 has been for long involved in developing business concepts and running several business ventures, including 2016-17 Albright Dene, 2015-16 dreamsmith+, 2013 Ski Verbier, 2010-14 in Leeming Brothers.

Indrek Kasela is the CEO of PRFoods. Jaakko Karo has been a member of the Supervisory Board of the PRFoods since August 2009.

None of the joining directors, i.e. Christopher Leigh, Victoria Leigh-Pearson, Jennifer Leigh, Kit Harrison own any PRF shares.

The spokespersons related to the transaction are Indrek Kasela and Christopher Leigh.

NOTICE ON CONVENING EXTRAORDINARY GENERAL MEETING OF AS PRFOODS

AS PRFoods (register code 11560713, address Pärnu rd. 141, 11314 Tallinn, Estonia), hereby convenes the Extraordinary General Meeting of shareholders, which will be held on 19 July in 2017 starting at 11am in the conference room “Arcturus” at the Nordic Hotel Forum hotel (address: Viru väljak 3, Tallinn, Estonia). The initiator of convening the extraordinary general meeting is the Supervisory Board of AS PRFoods and the reason is to obtain the approval of the General Meeting of AS PRFoods to acquire a majority shareholding in John Ross Jr. (Aberdeen) Limited and Coln Valley Smokery Limited, which is set as condition precedent to the completion of the mentioned contemplated transaction.

The list of shareholders being entitled to vote at the Extraordinary General Meeting will be determined seven days before the meeting, i.e. on 12 July in 2017 at 23.59.

As at the disclosure of this notice the share capital of AS PRFoods is 7 736 572 euros divided into 38 682 860 shares, all of the same class and without nominal value. Each share entitles to one vote at the general meeting.   

The registration of the participants of the Extraordinary General Meeting begins on the day of the meeting e.g. 19.07.2017 at 10am and ends at 11am at the venue of the meeting.

For registration, please submit:

• in the case of a natural person shareholder, a passport or ID-card. Representative of the shareholder must also submit a written power of attorney;
• in the case of a legal entity shareholder, an extract from the respective register where the legal entity is registered evidencing the authorities of the legal entity’s representative to represent the legal entity (representation by virtue of law); and a passport or ID-card of the representative. If the legal entity is represented by a person who is not the legal representative of the legal entity, a written power of attorney is also required. The documents of a shareholder located abroad shall be legalized or certified with an apostille, unless a relevant international agreement stipulates otherwise. AS PRFoods may register a shareholder who is a legal person of a foreign country as a participant in the general meeting also in case all required data on the legal person and the representative are included in the notarised authorisation document issued to the representative in a foreign country and the authorisation document is acceptable in Estonia.

Prior to the Extraordinary General Meeting, a shareholder may notify AS PRFoods of appointing a representative or revoking authorisation to represent the shareholder by sending a respective digitally signed notice to the e-mail address investor@prfoods.ee or by personally delivering the written notice during business days from 10 a.m. until 4 p.m. to the address Pärnu rd 141, 11314 Tallinn, Estonia, by 4 p.m. on 14 July 2017 at the latest. The shareholder may use the respective forms of power of attorney and revocation of the power of attorney available at the website of AS PRFoods www.prfoods.ee.

In accordance with the resolution of the Supervisory Board of AS PRFoods, dated 22 June 2017, the agenda of the Extraordinary General Meeting along with the proposals of the Supervisory Board to the shareholders is as follows:

1. Approval of acquisition of majority shareholding in companies John Ross Jr. (Aberdeen) Limited (JRJ) and Coln Valley Smokery Limited (CVS).

The Supervisory Board of PRFoods proposes to the shareholders to vote in favour to the approval of the acquisition of majority shareholding in JRJ and CVS by AS PRFoods group company JRJ & PRF Limited in accordance with the terms and conditions of the contemplated transaction as made available to the shareholders at the website of Nasdaq Tallinn and at the web site of AS PRFoods www.prfoods.ee simultaneously with convening the extraordinary general meeting of shareholders, and as presented to the shareholders in the course of the extraordinary general meeting of shareholders. 

Inquiries on items of the agenda of the Extraordinary General Meeting of shareholders can be sent to the e-mail address investor@prfoods.ee.

A shareholder has a right to receive information on the activities of AS PRFoods from the Management Board at the General Meeting. The Management Board may refuse to disclose the information if there are sufficient grounds to presume that the disclosure may adversely affect the interests of the company. If the Management Board refuses to disclose the information, the shareholder may claim that the General Meeting decides on the lawfulness of the shareholder's request or file within two weeks a petition to a court by way of proceedings on petition to oblige the Management Board to disclose the information.

Shareholders, whose shares represent at least 1/20 of the share capital of AS PRFoods, may request additional items to be added on the agenda of the Extraordinary General Meeting if a respective request has been submitted at least 15 days prior to the Extraordinary General Meeting, i.e. by 4 July 2017 the latest to the following address: AS PRFoods, Pärnu rd. 141, 11314 Tallinn, Estonia. Concurrently with the demand to complement the agenda, a draft resolution on or substantiation of each additional issue shall be submitted to the company.

Shareholders, whose shares represent at least 1/20 of the share capital of AS PRFoods, may propose draft resolutions with respect to each item on the agenda at least 3 days prior to the Extraordinary General Meeting, i.e. by 14 July 2017 by submitting the proposal in writing to the following address: AS PRFoods, Pärnu rd. 141, 11314 Tallinn, Estonia.

The Extraordinary General Meeting of the Shareholders of AS PRFoods will be broadcasted and additional questions will be answered during the broadcast via web solution

The live broadcast will be hosted by the Member of the Board Indrek Kasela, who will share information in regards to agenda of the general meeting. Shareholders may send their questions before the broadcast until 14 July 2017 by 23.59 by email to hannele@voting.ee or ask questions during the broadcast via web solution.

To join the broadcast, please register by 14 July 2017 by 23.59 via email hannele@voting.ee. The list of shareholders entitled to monitor the meeting via live broadcast and ask questions will be fixed on 12 July 2017 at 23:59. After registration you will be provided with instructions how to join the broadcast and ask questions during the meeting. Exercising shareholder´s rights (i.e. voting) is not possible via live broadcast. The broadcast of the shareholders meeting will be recorded and will be available online for everyone at the company’s website on www.prfoods.ee.

Indrek Kasela
AS PRFoods
Member of the Management Board
Phone: +372 452 1470
investor@prfoods.ee
www.prfoods.ee