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Conclusion of share sale agreement of the share of Saare Kala Tootmine OÜ and the proposal to the shareholders of AS PRFoods to adopt shareholders’ resolutions without calling a meeting
Globenewswire· 2025-12-05 16:40
Core Points - AS PRFoods' subsidiary Saaremere Kala AS has signed an agreement to sell its 100% shareholding in Saare Kala Tootmine OÜ to Latvian company Brīvais Vilnis A/S, requiring shareholder approval for completion [1][5][31] - The transaction aligns with AS PRFoods' debt restructuring objectives, aiming to sell core assets within a three-year period to distribute proceeds among creditors [2] - The sale price for the shareholding is set at EUR 2,000,000, with additional claims from shareholder loans and an inventory loan also being transferred [11][20] Transaction Details - The sale is part of a broader strategy to manage debt and is facilitated by financial advisor Oaklins Estonia OÜ [2] - The transaction is not classified as a related party transaction, as the ultimate beneficiaries of the buyer have no interests in AS PRFoods [3] - The management board of AS PRFoods has no personal interests in the transaction, and Timo Pärn will remain on SKT's management board post-sale [4] Financial Implications - The transaction is expected to generate extraordinary income of EUR 211,900.77 for AS PRFoods in the financial year 2025/2026, despite an unconsolidated net loss of EUR 2,204,569.26 [13][14] - SKT has received intra-group loans totaling EUR 1,539,294.53, with accrued interest of EUR 117,024.62 as of December 4, 2025 [9][19] - An inventory loan of EUR 200,000 has also been granted to SKT, with potential for an additional EUR 100,000 [10][20] Preconditions and Approvals - The transaction requires approval from AS PRFoods' general meeting of shareholders, with voting to occur without a physical meeting [5][28] - Preconditions for the transfer include the fulfillment of certain conditions by January 31, 2026, or the right to withdraw from the agreement [6] - The sales agreement includes stipulations for the transfer of claims related to shareholder loans and inventory loans upon receipt of the sales price [7][12] Shareholder Information - The management board proposes several resolutions for shareholder approval, including the sale of SKT's shareholding and the approval of the annual report for the financial year [31][32] - The net profit for the period from July 1, 2024, to June 30, 2025, is reported at EUR 7,338,801.33, with plans for profit allocation [33] - Shareholders can cast their votes digitally or via paper ballots, with specific instructions provided for the voting process [29][30]
Resolutions of the Annual General Meeting of Shareholders of Aktsiaselts Infortar
Globenewswire· 2025-06-04 10:10
Core Points - Aktsiaselts Infortar held its Annual General Meeting on June 4, 2025, with 45 shareholders representing 85.91% of the share capital [1][2] Financial Performance - The net profit for 2024 was approved at 193,670 thousand euros, with a proposed dividend of 3 euros per share, to be paid in two installments [3] Dividend Distribution - The first dividend payment of 1.5 euros per share will be made on July 15, 2025, for shareholders registered by July 4, 2025, and the second payment will be made on December 15, 2025, for shareholders registered by December 4, 2025 [3] Auditor Appointment - KPMG Baltics OÜ was appointed as the auditor for the financial year 2025 [4] Option Plan - The existing share option plan will be terminated, and a new plan will be implemented to motivate management and employees, allowing for the issuance of up to 400,000 options, representing 1.89% of the share capital [5][7] Articles of Association Amendment - The Supervisory Board was granted the right to increase share capital to fulfill the conditions of the new Option Plan, with an amendment allowing for an increase of up to 500,000 euros [11] Share Buy-Back Program - Aktsiaselts Infortar has the right to acquire its own shares, with a maximum of 250,000 shares to be repurchased, representing 1.18% of the share capital [12][13] Company Overview - Infortar operates in seven countries, primarily in maritime transport, energy, and real estate, holding significant stakes in various companies, including a 68.47% stake in Tallink Grupp [15]