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6/04-2018 13:00:00: (SIAF-ME.MERK) Information to the market regarding issuance of collateral shares and top-up shares
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.
Ekstern link: http://www.newsweb.no/index.jsp?messageId=448264
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.
Ekstern link: http://www.newsweb.no/index.jsp?messageId=448264