FELDA GLOBAL VENTURES HOLDINGS BERHAD
PROPOSED INTERNAL REORGANISATION
All defined terms used in this announcement shall have the same meaning as those defined in the Prospectus issued by Felda Global Ventures Holdings Berhad (“FGVH”) dated 31 May 2012.
The Board of Directors of FGVH (“Board”) wish to announce that the Company intends to undertake an internal reorganisation exercise which comprises the following:
(i) the transfer by Twin Rivers Technologies Holdings Inc (“TRT Holdings”) of its 100% equity interest representing 6,882 common shares in Twin Rivers Technologies Holdings Entreprises de Transformation de Graines Oléagineuses du Québec Inc (“TRT Holdings ETGO Inc”) to Felda Global Ventures North America Sdn Bhd (“FGV North America”) for a cash consideration of CAD1.00;
(ii) the merger of Twin Rivers Technologies US Inc (“TRT US”) with and into TRT Holdings. Upon completion of the merger, the shareholdings of FGV North America in TRT Holdings, representing 117,646 Class A Common Stock shares and 80,000 Class B common stock will be converted to a single class common stock only;
(iii) the forgiveness and cancellation of debt by FGV North America to Felda Global Ventures North America US LLC (“FGV US LLC”) and by FGV US LLC to TRT Holdings (as successor by merger to TRT US) through conversion of the subordinated debts in TRT Holdings of USD49.7 million to equity;
(iv) the dissolution of FGV US LLC which was set-up initially as a special purpose entity to fund the loan to TRT US to mitigate the risk of recharacterising the debt as equity in the event of a bankruptcy filing. Since the intercompany subordinated debt is being forgiven as detailed in item (iii) above, thus there is no need for this entity to remain in existence; and
(v) the debt restructuring to be undertaken by TRT Holdings ETGO Inc and Twin Rivers Technologies Entreprises de Transformation de Graines Oléagineuses du Québec Inc (“TRT-ETGO Inc”). The debt restructuring involves the conversion of their respective 73,053,223 units of Class A preferred shares valued at CAD73.05 million in exchange for 1,000 common shares valued at CAD73.05 million, as well as the injection of funds by FGVH, via FGV North America and TRT Holdings ETGO Inc, into TRT-ETGO Inc which will then be used to settle TRT-ETGO Inc’s external debts of CAD102 million.
(collectively referred to as the “Proposed Internal Reorganisation”)
As a background, as at the date of this announcement;
(a) TRT-ETGO Inc is a wholly-owned subsidiary of TRT Holdings ETGO Inc;
(b) TRT Holdings ETGO Inc is a wholly-owned subsidiary of TRT Holdings;
(c) TRT US is a wholly-owned subsidiary of TRT Holdings;
(d) TRT Holdings is a wholly-owned subsidiary of FGV North America;
(e) FGV North America is a wholly-owned subsidiary of Felda Global Ventures Downstream Sdn Bhd (“FGV Downstream”) which in turn is a wholly-owned subsidiary of FGVH; and
(f) FGV US LLC is a wholly owned subsidiary of FGV North America.
The objective of the Proposed Internal Reorganisation is to streamline operations whereby FGV Downstream via FGV North America will directly own TRT Holdings ETGO Inc via subscription of 1,000 common shares in TRT Holdings ETGO Inc, and the merged entity of TRT US and TRT Holdings after the Proposed Internal Reorganisation. The reorganisation exercises are expected to result in improved management flexibility in managing its operations, including facilitating future business arrangements and the development of the businesses. In addition, the proposed repayment of external debts by TRT-ETGO Inc is intended to reduce its debt obligations and is expected to place it on a stronger financial footing and better placed to improve its future profits going forward as well as enhance its growth potential.
FGVH will drawdown its existing borrowing facilities and subsequently extend the funds to FGV North America. FGV North America will use the funds to subscribe for shares in TRT Holdings ETGO Inc. TRT Holdings ETGO Inc will in turn use the funds to subscribe for shares in TRT-ETGO Inc. TRT-ETGO Inc will then use these funds to settle its external debts of CAD102 million. Pursuant to the above, the Board wishes to highlight that the proceeds from the IPO that is currently earmarked for the repayment of borrowings of TRT-ETGO Inc will now be utilised to repay the borrowings facilities to be drawn down by FGVH.
The Proposed Internal Reorganisation is not expected to have any effect on the issued and paid-up capital of FGVH or FGVH’s substantial shareholdings or any material effect on the earnings, net assets or gearing of FGVH on a consolidated basis. The Proposed Internal Reorganisation is also not expected to have any effect on the IPO and Listing of FGVH. The group structure of FGVH’s operations in the United States and Canada before and after the Proposed Internal Reorganisation but before the IPO, is set out in the attached Diagram 1.
The Proposed Internal Reorganisation does not require the approval of the relevant government authorities. The proposals within the Proposed Internal Reorganisation are expected to be completed prior to the Listing of FGVH.
None of FGVH’s directors, major shareholders and/or persons connected to them has any interest, whether direct or indirect, in the Proposed Internal Reorganisation.
The Board, after considering all aspects of the Proposed Internal Reorganisation, is of the opinion that the Proposed Internal Reorganisation is in the best interest of FGVH.
This announcement and the information contained herein are not an offer for sale of the securities of FGVH in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. FGVH does not intend to register any portion of the offering in the United States or to conduct a public offering of its securities in the United States.
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