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 shareholding in John Ross Jr. (Aberdeen) Limited (JRJ) and Coln Valley Smokery Limited (CVS).
According to the transaction terms (respective announcement can be found here https://cns.omxgroup.com/cdsPublic/viewDisclosure.action?disclosureId=781053&messageId=981916) as approved by the extraordinary general meeting of PRF on 19 July 2017:
- the Seller Jennifer Leigh granted the Acquiring Company a right to acquire and the Acquiring Company granted Jennifer Leigh 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; and
- exercising the option with regards to 1648 JRJ ordinary shares and 5000 JRJ A ordinary shares required 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.
Hereby PRF announces that Jennifer Leigh exercised the option and the Acquiring Company paid to Jennifer Leigh 1,884,667.35 GBP for the shares on 16.08.2018.
As a result of exercising the option, all the shares of JRJ belong to the Acquiring Company.
Indrek Kasela
AS PRFoods
Member of the Management Board
T: +372 452 1470
investor@prfoods.ee
www.prfoods.ee