Tallinn, Estonia, 2017-07-21 16:46 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).
The transaction was approved by the extraordinary general meeting of PRF on 19 July 2017 based on terms and conditions published on 26 June 2017 (the terms and conditions can be found here: https://cns.omxgroup.com/cdsPublic/viewDisclosure.action?disclosureId=781053&messageId=981916) and information given at the general meeting (presentation and meeting minutes can be found here: http://prfoods.ee/investor-relations/shareholders-meetings/2017egm/2017-egm-decisions).
Hereby PRF announces completion of the transaction i.e. payment of purchase price of 10,525,632 GBP (12,303,485 EUR) was made on 21 July 2017 as the Acquiring Company obtained ownership to respective amount of JRJ and CVS shares as outlined in terms and conditions. The rest of the deferred payments as outlined in the terms and conditions shall be made respectively in 6 and in 12 months. Also, the issue of JRJ & PRF Ltd shares to Christopher Leigh and Victoria Leigh-Pearson in exchange of their shares in JRJ and CVS has been completed as a result of which 15% of total shares in the Acquiring Company is held by Christopher Leigh and Victoria Leigh-Pearson and 85% of total shares in the Acquiring Company is held by Saaremere Kala AS.
Furthermore, PRF informs that contemplated changes in the management of the Acquiring Company, JRJ and CVS have been executed as well. The members of the board of directors of the Acquiring Company are Indrek Kasela, Kit Harrison, Jaakko Karo, Christopher Leigh and Victoria Leigh-Pearson. The members of the board of directors of CVS are Indrek Kasela, Christopher Leigh and Victoria Leigh-Pearson. The members of the board of directors of JRJ are Indrek Kasela, Christopher Leigh, Victoria Leigh-Pearson and Jennifer Leigh, and, as resolved, Andrew Leigh shall also continue for transition period as the member of the board of directors of JRJ. Andrew Leigh is born 18.11.1945 and has been in the board of directors since 1987. Andrew Leigh does not own PRF shares.
The transaction was financed by AS SEB Pank.
The transaction was advised by international investment bank Oaklins and international law firm Eversheds Sutherland.
Indrek Kasela
AS PRFoods
Member of the Management Board
Phone: +372 452 1470
investor@prfoods.ee
www.prfoods.ee