Beskrivning
Land | Kina |
---|---|
Sektor | Industri |
Industri | Jordbruk |
2018-04-06 13:00:00
Guangzhou, Peoples Republic of China, 6 April 2018 Sino Agro Food Inc. ("SIAF" or the "Company") has received certain market feedback in relation to the Company's practices relating to issuance of collateral shares as security in connection with the Group's finance arrangements. The Company wishes to accommodate the markets 'request for further details about the arrangement and has therefore prepared this press release. Background On 2 September 2015, SIAF established a 20 million USD trade finance facility (the "Facility") for the purpose of funding capital expenditure and working capital requirements of the Sino Agro Food group (the "Group"). The Facility involves the issuance of common shares in the Company as collateral for the lender under the Facility. The collateral shares have, in line with what is customary for such collateral loan arrangements, been issued at an implied value in order to cover the debt outstanding at the time of establishment of the security. The lender under the Facility is a non-related third party based in Shanghai. On December 27 2016, two additional loans from non-related third parties were established (the "Additional Loans"). The total loan amount under these two loans constituted USD 10,428, 044. A total of 1,274,000 shares were issued for this purpose at an implied value of USD 8 per share and disclosed in the 10-K 2016. The Additional Loans have been partially repaid and now stands at USD 4,694,829. Information about the collateral share arrangement The collateral shares issued under both the Facility and the Additional Loans are issued in the name of the lenders, which means that the lenders have the formal and legal ownership to the collateral shares. Pursuant to the loan agreements, the lenders shall not sell any shares unless there is an event of default. The loan agreements also stipulates that the lenders are forbidden from borrowing against these shares for short-selling purposes at any time. The shares issued under the collateral arrangements are not placed on any escrow account or otherwise subject to any lock-up arrangement. Pursuant to the loan agreements, SIAF has a right to have corresponding shares returned within 3-5 business days at any time, on any amount, of the loans being repaid. There are no prepayment conditions placed on the Company for early partial/whole pay-off on the loans. The collateral shares do not carry any dividend right or voting rights. If dividend is paid on shares held by the lenders for any reason, the lenders will be responsible for reimbursing the Company for any shortfall for dividends paid on those shares either through direct reimbursement or as credit against the loan's outstanding principal. The collateral shares do not hold any voting rights in order to prevent the lenders from voting on matters in favor of its personal interests. The collateral shares are however fungible with the other common shares of the Company. If the shares, for any reason, are sold by the lenders in the market, the restriction on voting will not apply for the new owner. Information about collateral shares issued and the issuance of "top-up" shares At the time of the Company's admission to trading on Merkur Market, the number of shares which had been agreed to be issued as collateral under the Facility was 1,600,000 common shares, at an implied value of USD 12.50 per share. At such time, a total of 1,235,000 common shares had been issued under the Facility, while an additional 365,000 were expected to be issued within short following the admission to trading on Merkur Market. Reference is made to the disclosures of this arrangement in section 4.15 of the admission document dated 12 January 2016 which was published in connection with the Company's admission to trading on Merkur Market. The Additional Loans were established after the Company's admission to trading on Merkur Market and are hence not described in the Company's admission document dated 12 January 2016. A total of 1,274,000 shares were issued as collateral under the Additional Loans, with an implied value at USD 8 per share. The collateralized shares issued under the loans are valued at a percentage of loan-to-value. This implies that the value assigned to collateralized shares used as security will fluctuate with the development in the share price. Should the market value of the collateralized shares drop, the Company will consequently have the option to (i) issue more collateral shares to increase the overall value of the collateralized shares (top-up shares) or (ii) decrease the net trade facility amount. This is not a feature embedded in the collateral share structure as such, but an available remedy to the Company in the event that the value of the collateralized shares is reduced below the implied value. As this feature does not form a part of the loan agreement, it does however not involve a right or an option for the lender to have additional shares issued as collateral. The top-up optionality became relevant with the respect to the Facility from Q2 2016 through Q3 2017 when the market value of the Company's shares had fallen to a point where the shares offered as collateral no longer were sufficient to mitigate the risk of exposure for the lender. In order to accommodate the concerns of the lender, the Company therefore during this period resolved to offer additional top-up shares (in total 4,108,312 top-up shares) as collateral to secure the value of the debt owed under the trade facility. In addition, and on the same background, a total of 1,392,735 top-up shares were issued on 30 June 2017 and 30 September 2017 respectively in relation to the Additional Loans. Due to the continued decline of the value of the Company's shares throughout Q4 2017, the Company resolved in December 2017 to reduce the maximum credit line of the Facility from USD 20 million to USD 15 million as an alternative measure to the issuance of further top-up shares, since it was the Company's view that reduction of the credit line (instead of issuance of additional security shares) would better serve the interests of the Company and its shareholders. The Additional Loans have also been partially repaid and now stands at USD 4,694,829, with a total of 2,666,735 collateral shares issued at an implied value of USD 1.76. In total 2,874,000 common shares have been issued as collateral shares under the Facility and the Additional Loans and an additional 5,501,047 top-up shares have been issued in respect of the loans. This means that a total of 8,375,047 common shares have been issued as collateral for the Company's debt pursuant to the Facility and the Additional Loans. Since 30 September 2017 the Company has not issued any additional collateral shares or top-up shares. The total number of common shares in issue is 33,184,250. About Sino Agro Food, Inc. SIAF is an agricultural technology company focused on protein food. The Company produces, distributes, markets, and sells sustainable seafood and beef to the rapidly growing middle class in China. Activities also include production of organic fertilizer and produce. SIAF is a global leader in developing land based recirculating aquaculture systems ("RAS"), and with its partners is the world's largest producer of sustainable RAS prawns. Founded in 2006 and headquartered in Guangzhou, the Company had over 550 employees and revenue of USD 343 million in 2016. Operations are located in Guangdong, Qinghai, and Hunan provinces, and in Shanghai. Sino Agro Food is a public company listed on OTCQX U.S. Premier in the United States and on the Oslo Børs' Merkur Market in Norway. News and updates about Sino Agro Food, Inc., including key information, are published on the Company's website (http://www.sinoagrofood.com), the Company's Facebook page (https://www.facebook.com/SinoAgroFoodInc), and on twitter @SinoAgroFood. Forward Looking Statements This release may contain forward-looking statements relating to the business of SIAF and its subsidiary companies. All statements other than historical facts are forward-looking statements, which can be identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions. These statements involve risks and uncertainties that may cause actual results to differ materially from those anticipated, believed, estimated or expected. These risks and uncertainties are described in detail in our filings with the Securities and Exchange Commission. Forward-looking statements are based on SIAF's current expectations and beliefs concerning future developments and their potential effects on SIAF. There is no assurance that future developments affecting SIAF will be those anticipated by SIAF. SIAF undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.