FERONIA INC. ANNOUNCES SECURED CONVERTIBLE DEBENTURE FINANCING OF UP TO US$9.18M & AMENDMENT OF EXISTING DEBENTURES
TORONTO, ONTARIO – June 18, 2015: Feronia Inc. (“Feronia” or the “Company”) (TSXV: FRN) is pleased to announce that it has entered into subscription agreements for a private placement (the “Offering”) of up to US$9.18 million of secured convertible debentures (the “Debentures”) with CDC Group plc ("CDC"), the UK Government’s Development Finance Institution, and the African Agriculture Fund ("AAF"), through its subsidiary Golden Oil Holdings Limited (“GOHL”). With these subscriptions and the US$7.15m of debentures subscribed for on January 22, 2015, this completes the previously announced secured convertible debenture financing of up to US$16.325 million.
Proceeds from the Offering shall be used for working capital purposes and, in particular, to provide expansion capital for the Company’s subsidiaries in the Democratic Republic of the Congo. The new tranche of investment is also anticipated to enable the Company to deliver better environmental and social standards for workers and local people through improved community engagement and environmental practices, upgraded community facilities, such as greater access to clean drinking water, and better workers' housing and sanitation.
It is expected that a first tranche of the Offering will close June 19, 2015. In the first tranche, CDC has agreed to subscribe for US$6,196,500 principal amount of Debentures and GOHL has agreed to subscribe for US$2,000,000 principal amount of Debentures. In the second tranche, which is expected to close on or before July 15, 2015, GOHL has agreed to subscribe for US$983,500 principal amount of Debentures. Each of the subscribers for the Debentures shall receive a 2% arrangement fee on the amount of Debentures purchased.
The Canadian dollar equivalent of the principal amount of the Debentures is convertible into common shares of the Company (each, a “Common Share”) at a rate of Cdn.$0.25 per Common Share. If the Company does not complete an Amended Debt Financing (as such term is defined in the Debentures) prior to December 31, 2015, the conversion price of the Debentures shall be reduced to Cdn.$0.14 per Common Share.
Interest on the Debentures shall be 12% per annum, compounded semiannually, and shall accrue and be payable upon maturity, unless converted earlier. Upon conversion, the Canadian dollar equivalent of the accrued interest on the Debentures shall, subject to the approval of the TSXV, be convertible into Common Shares at a per share price equal to the greater of Cdn.$0.25 and the Discounted Market Price (as defined in the policies of the TSXV) at the time of conversion. If the Amended Debt Financing is not completed by December 31, 2015, the interest on the Debentures shall convert at a price equal to the greater of Cdn.$0.14 and the Discounted Market Price of the Common Shares at the time of conversion.
The Debentures will mature on January 22, 2016 and shall be converted or repaid. At any time prior to maturity, the Debentures may be converted at the option of the holder. The Debentures shall automatically convert in the event that the Company draws down on an Amended Debt Financing. The Debentures shall be secured by way of a pledge by the Company of the outstanding shares of its wholly-owned Cayman Islands subsidiary, Feronia CI Inc.
Mr. Xavier de Carniere, Chief Executive Officer of Feronia, commented:
“We live in an age where thousands of people from the poorest countries in the world, including the DRC, risk their lives on a daily basis travelling vast distances in the hope of finding a better future for themselves and their families. Meanwhile, each year, the DRC imports hundreds of thousands of tonnes of palm oil from Asia to satisfy domestic demand for a product which is native to the country and part of its people’s staple and traditional diet. Both of these situations are unacceptable and, in the case of the DRC, are not unrelated.
“With the support of our shareholders, including CDC and the African Agriculture Fund, we are seeking to rebuild a business in a sustainable and responsible way, that aims to replace imported crude palm oil with domestically produced oil and, by doing so, create additional employment and an environment that provides the opportunity for a decent standard of living, access to proper healthcare, education and social infrastructure and, fundamentally, a better future, for our employees, their families and the people living on and around our operations in the DRC.
“Rebuilding this business is no small task but in CDC and the African Agriculture Fund, we have shareholders that have a clear understanding of the challenges we face and an appreciation that our objectives and motivations are aligned with their own. This business has the ability to improve the lives of thousands of people in the DRC for the better. Whilst we move towards delivering on this ambition, we welcome CDC and the African Agriculture Fund’s continued support and ongoing belief in what we are striving to achieve.”
Mr. Nigel Gourlay, Independent Non-Executive Director of Feronia, added:
“The independent members of the board participated directly in negotiations with the investors and the finalization of the terms of the new debenture issuance and amendments to the existing debentures. As independent directors, we considered the treatment of all stakeholders including minority shareholders, debtholders, and employees in the context of seeking a funding package that would help the Company towards positive cash flow and a self-funded, sustainable future. With these key factors in mind, we determined unanimously that this transaction was fair to all stakeholders and provides an opportunity for substantial shareholder value creation. We are pleased to see the Company’s short-term funding requirements met and another key requirement to completing a larger, long-term funding package achieved.”
Mr. David Easton, Investment Director, Equity Investments, CDC Group said:
“CDC has been an investor in Feronia for 18 months, during which time it has met its top priorities of helping the Company secure its immediate future and deliver improved pay and working conditions for all of its workers. The new funding announced today demonstrates our commitment to ensure that it has access to the long-term capital and support it needs. Feronia has made great progress in rehabilitating the plantations it inherited, but the business still has a long path ahead to reach positive cash-flow and a need to accelerate community engagement and development. We are excited by the new leadership of the business under Xavier and his excellent Congolese management team who we believe are fully aligned with our ambitions for the business. We are confident that the business has potential to be a major contributor to growth and jobs in the DRC.”
The Company also announced today that it is amending the previously issued US$7,150,000 principal amount of secured convertible debentures issued January 22, 2015 (the “January 2015 Debentures”) to CDC and a director of the Company. The amendments to the January 2015 Debentures will consist of modifying the conversion price of the principal amount of the debentures and the conversion price of any accrued interest thereon, as well as amending the conversion terms such that the January 2015 Debentures will be convertible into Common Shares only, rather than units comprised of Common Shares and Common Share purchase warrants. The amendments to the January 2015 Debentures will occur contemporaneously with the closing of the first tranche of the Offering.
Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Offering constitutes a “related party transaction” as CDC and GOHL are insiders of the Company. The Company is relying on an exemption from the formal valuation and minority approval requirements. The Offering is subject to the approval of the TSXV and the Debentures and Common Shares issued pursuant to the Offering are subject to a statutory hold period of four-months and one day.
About Feronia Inc.
Feronia is an agribusiness operating in the Democratic Republic of the Congo (DRC).
At the heart of Feronia lies a long established palm oil business, Plantations et Huileries du Congo (PHC), which has three remotely located plantations; Lokutu, Yaligimba and Boteka. We also have an arable farming operation which grows and processes rice.
When Feronia acquired its palm oil business from Unilever in 2009, it had suffered from years of underinvestment and considerable disruption caused by conflict in the DRC. Our initial focus has been on rebuilding the business and resuming production to secure its future and the livelihoods of the 8,000+ people we directly and indirectly employ.
Feronia’s plantations produce crude palm oil (CPO) and palm kernel oil (PKO). CPO is part of the staple and traditional diet of the Congolese and, with our products sold locally in the DRC, we are well placed to help decrease reliance on imports and increase food security and quality.
Feronia prides itself on being the guardian of our 104 year-old palm oil business and its employees, communities, and environment. We have a long term commitment to improve the living and working environment of our employees and their communities and are committed to sustainable agriculture, environmental protection and community inclusion. Feronia has in place an Environmental and Social Action Plan which is focused on implementing environmental and social best practice and improving social infrastructure.
Feronia is working towards certification by the Roundtable for Sustainable Palm Oil (RSPO) and is implementing IFC/World Bank standards for environmental and social sustainability. Our oil palm replanting programme is brownfield in nature – replacing old palms with new – and it has no reliance on deforestation.
Feronia’s management team is comprised of senior agriculturalists with extensive experience in managing both plantations and farming operations in emerging markets.
CDC is the UK government-owned development finance institution that uses its own balance sheet to invest in the developing countries of South Asia and Africa. It has net assets of £2.8bn. CDC’s mission is to support the building of businesses in the poorest countries, creating jobs and making a lasting difference to people’s lives in some of the world’s poorest places. Under its recent business strategy, announced in September 2012, CDC provides debt and direct investment to businesses as well as acting as a fund-of-funds investor. CDC also now only makes new investment commitments in Africa and South Asia. www.cdcgroup.com
Except for statements of historical fact contained herein, the information in this press release constitutes “forward-looking information” within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as “anticipates”, “plans”, “proposes”, “estimates”, “intends”, “expects”, “believes”, “may” and “will”. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others: risks related to foreign operations (including various political, economic and other risks and uncertainties), the interpretation and implementation of the “Loi Portant Principes Fondamentaux Relatifs A L’Agriculture”, termination or non-renewal of concession rights or expropriation of property rights, political instability and bureaucracy, limited operating history, lack of profitability, lack of infrastructure in the DRC, high inflation rates, limited availability of debt financing in the DRC, fluctuations in currency exchange rates, competition from other businesses, reliance on various factors (including local labour, importation of machinery and other key items and business relationships), the Company’s reliance on one major customer, lower productivity at the Company’s plantations and arable farming operations, risks related to the agricultural industry (including adverse weather conditions, shifting weather patterns, and crop failure due to infestations), a shift in commodity trends and demands, vulnerability to fluctuations in the world market, the lack of availability of qualified management personnel and stock market volatility. Details of the risk factors relating to Feronia and its business are discussed under the heading “Risks and Uncertainties” in Feronia’s Management’s discussion and Analysis for the year ended December 31, 2014, a copy of which is available on the Company’s SEDAR profile at www.sedar.com. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.