Estonia, Foodstuff, Latvia, Legislation, Markets and Companies, Mergers and take-overs

The current members of the Management Board of AS Premia Foods Katre Kõvask and Silver Kaur will assume the positions of the members of the Management Board of Nordic Foods Holding OÜ; the third member of the Management Board of AS Premia Foods Erik Haavamäe was elected as the member of the Supervisory Board of Nordic Foods Holding OÜ.

On 06.10.2014, AS Premia Foods, Nordic Foods Holding OÜ and Shiner Macost Ltd executed share purchase agreements under which AS Premia Foods will sell and transfer 100% of all the shares in AB Premia KPC, 100% of all the shares in OOO Khladokombinat No 1 and the Russian trademarks owned by AS Premia Foods to Nordic Foods Holding OÜ and Shiner Macost Ltd. AB Premia KPC is the parent company of Premia Tallinna Külmhoone AS and Premia Tallinna Külmhoone AS is in turn the parent company of AS Premia FFL.

Nordic Foods Holding OÜ is the special purpose vehicle owned by Shiner Macost Ltd. The ultimate beneficial owner of Shiner Macost Ltd is Andrey Beskhmelnitskiy.

On 30.10.2014, the General Meeting of shareholders of AS Premia Foods approved the contemplated transaction and on 31.20.2014, the shares of AB Premia KPC were transferred from AS Premia Foods to Nordic Foods Holding OÜ. Also on 31.20.2014, Nordic Foods Holding OÜ transferred to AS Premia Foods the first installment of the total purchase price (the total purchase price is 27,109,000 euro).

As a result of the transaction, the outstanding interest bearing debt as at 30.06.2014 of AS Premia Foods decreased by altogether 1,868,000 euro. As part of the closing of the transaction, the existing investment loan and overdraft facility of AS Premia Foods were repaid to AS SEB Pank.

The transaction of the sale of the shares of OOO Khladokombinat No 1 is expected to be closed on 10.11.2014.

AS Premia Foods will continue it operations in the fish and fish products business segment under new business name AS PRFoods. The change of the business name of AS Premia Foods will enter into force as of the registration of the new version of the Articles of Association in the Commercial Register. The relevant application was submitted to the Commercial Register by the Management Board of AS Premia Foods on 30.10.2014.