Estonia, EU – Baltic States, Financial Services, Foodstuff, Funds, Good for Business, Markets and Companies, Mergers and take-overs

The value of the transaction is 13.2 mln pounds sterling or 15.4 mln euros, PRF told the stock exchange.

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 purpose of the transaction is to acquire majority shareholding in JRJ and CVS, and 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 agreement is conditional and subject to the approval of the general meeting of shareholders of AS PRFoods.

The acquiring company, JRJ & PRF Limited, was incorporated in Scotland on June 1 this year by Saaremere Kala AS, a 100%  subsidiary of PRF. As part of the transaction, the acquiring company will issue to Saaremere Kala AS and the sellers Christopher Leigh and Victoria Leigh-Pearson shares in the acquiring company, resulting in Saaremere Kala AS holding 85%of total shares of the acquiring company, and Christopher Leigh and Victoria Leigh-Pearson holding 15% of total shares of the acquiring company, including Christopher Leigh 10% and Victoria Leigh-Pearson 5%.

The total purchase price payable for the object of the contemplated transaction is 13,163,290 pounds sterling, corresponding to 15,386,662 euros according to the Bank of Estonia exchange rate as at March 31, 2017. The purchase price is payable as follows: the amount of approximately 10.4 million pounds (12.1 million euros) will be paid to the respective sellers in cash consideration upon the completion of the contemplated transaction, and 167,469 pounds or 195,756 euros will be paid to the bank account of JRJ to settle the respective seller's indebtedness in the same amount to JRJ. The amount of 752,991 pounds or 880,176 euros will be deferred and paid to the respective sellers in cash consideration after six months from the completion of the contemplated transaction;

Exercising the option with regard to 1,648 JRJ ordinary shares and 5,000 JRJ A ordinary shares will require the payment of a cash consideration of 1.9 mln pounds or 2.2 mln euros, payable upon exercising the option within two weeks following the period of 366 days as of its completion.

PRF will finance the payment of the purchase price by a loan of up to 12 mln euros to Saaremere Kala AS from either SEB Pank or Swedbank and a loan of 1.5 mln euros to SK from Amber Trust II S.C.A, SICAR.

The audited turnover of JRJ in the financial year 2016 was 11.3 mln pounds, corresponding to 13.7 mln euros. The unaudited turnover of CVS of the financial year 2016 was 4.0 mln GBP, corresponding to 4.9 mln euros.

Since the transaction requires the decision of a general meeting of shareholders, the supervisory board of PRFoods has called an extraordinary meeting of shareholders for July 19.