NEWSLETTER & INFORMATION TO SHAREHOLDERS IN PREGO INTERNATIONAL GROUP
As you might be aware of, Prego has over some 24 months of planning and work changed the company structure and moved the operational business in to Norway, this as a consequence of NOKUS/CFC status from Norwegian Tax Authorities issued in mid 2015 towards Prego International Limited. NOKUS/CFC status applies when the company is incorporated in a low tax jurisdiction, and the majority ownership (51% and more) is controlled in this case by Norwegian resident shareholders. The main consequence for the company itself, but also towards Norwegian shareholders could be risk for unplanned transactional tax and penalty taxes. Having NOKUS/CFC status on the company will create difficulties and barriers for institutional and professional investors to make investments in our group. Our process to change this, has been a long-term exercise following regulations under Norwegian legislation primarily to safeguard the company and all shareholders.
The new Group structure is operated under Prego International Group AS, a Norwegian incorporated company. All registered shareholders in PIL will be transferred into the new structure. This will require a pre-approval of the transaction in written from Norwegian Tax Authorities, which is currently pending. All shares in Prego International Group AS will be electronically registered and managed under an authorized Norwegian Securities Depository, as share registrar in Norway.
Prego International Group AS (PIG) has acquired 100% of the shares in PIL`s operating subsidiaries per October 2017, through an approved transaction with the Board of Directors of PIL, and each subsidiary company Board of Directors. This include company assets. The operations and management continues under Prego International Group AS, with Management and Board supervision from Norway. This exercise has been critical to secure and continue future operations of Prego as a group.
The intention is to bring the Guernsey incorporated companies under the new Group structure, subject to comply within NOKUS/CFC regulations.
We have over a long time been working to raise sufficient funds for the whole Group of companies, and the NOKUS/CFC status has partly prevented professional investors to invest in the company up to this point. With the new structure in place, we expect to be more attractive to the investor market, and the processes of fundraising continues with full pressure.
The Guernsey companies going forward, will be managed by the current Directors and all creditors including staff, directors, consultants, trading creditors e.c., has been offered to convert their debt owed to PIL, into equity. All creditors will be informed accordingly regarding the restructure of PIL`s debt and how to secure all creditors interest. This is also applicable for company Directors including Executive Chairman, which is also the largest company creditor.
Founders and Directors shareholding interests remain in PIL and not in the new structure, as a change of this could risk a Tax cut-through from Norwegian Tax Authorities applying to Norwegian shareholders. The principal shareholding in PIL is through a Guernsey incorporated entity, Aldor Investment Holding Limited.
The Guernsey incorporated companies Prego International Limited and Prego Prepaid Solutions Limited is no longer trading, and the board has filed to Guernsey Registry for change of name of Prego International and Prego Prepaid Solutions to Prepaid Global Services Limited and Prepaid Global Operations Limited.
The resident agent agreement in Guernsey has been terminated per Oct 1st. 2017, and we have established a dialogue with Guernsey Registry regarding new CSP provider as registered office and resident agent for the Guernsey incorporated companies, during the transition process. We aim to find a solution for this shortly.
We are continuously updating creditors and business relations to find the current and future operating business address under Prego International Group AS, also valid for the Guernsey incorporated companies. This operating address will continue, regardless of new formal address under CSP resident agent for the Guernsey incorporated companies.
Please note the new operating address to:
Prego International Group AS
c / o Prego Nordic AS,
Sandakerveien 138, 0464 Oslo
Email: email@example.com or firstname.lastname@example.org
Subject to creditors acceptance for restructuring PIL`s debt, The Board has decided to consolidate PIL shares on 1:10 by reducing the number of shares issued from a total after creditors debt conversion at 4.112.523.327 shares with par value of 0,001 pence to 411.252.332 shares in total with par value on 0,01 pence.
Shareholders with registered PIL shares less than 100 shares prior to consolidation, offers to subscribe for a limited ticket of 100 GBP up to 1000 GBP in new PIL shares at a price of 0,0136 pence (equivalent to min. 7.352 and max. 73.520 PIL shares) within December 10th, 2017, to retain registration in PIL`s shareholder registry. This transaction will mainly affect a limited group of shareholders. The subscription offer document will be sent to relevant shareholders within this segment.
After consolidation of PIL shares, all registered PIL shareholders will be registered officially as shareholders in Prego International Group AS, electronically through our licensed Share Registrar, Aksjeservice AS and updated in Norwegian Companies House Register.
The current “day to day” business through PIG is slowly growing with signing of new customer contracts with more end users in the main segment of the underserved market. Alongside this, Prego International Group AS has signed contracts with new suppliers in the card and payment industry, to provide competitive services and products for the future. To safeguard the business in general, overheads has been reduced with 70% compared to 2014 and 2015 level, and operating profitability in the business will be critical to achieve by the next 6 coming months. The outlook going forward in general, looks promising and the Directors has great expectations for the next 24 months.
Prego International Group AS, as in lead for the whole Group is currently in a final stage of closing a major investment deal, whereas a completion and fulfilment of this deal, will be dependent on reaching a general restructure of the group including PIL`s debt converted to equity. The Board of Directors have expectations to reach an arrangement that will satisfy all parties, and further bring the ongoing investor deal to a completion.
The Directors in the Prego Group companies continue to work following the originated 5-year business plan from 2016, where a potential listing of the group applies when ready for this. As Directors, we warrant to execute decisions and resolutions on behalf of the company and in the best interest for the company, shareholders and creditors.
Prego are planning a shareholder meeting and AGM held for PIL in Oslo, during December month. A further updated invitation and information will be published through our information channels in due course.
Oslo/ Guernsey, November 30th. 2017
Prego International Group
Ronald Aldor Eriksen
Prego International Group