CDC Group plc. files early warning report

TORONTO, June 22, 2018 /CNW/ - CDC Group plc. (CDC) announces that it has refinanced its existing ESG loan facility with Feronia Inc. (Feronia) dated November 7, 2013 (the ESG Loan) in the aggregate amount, including principal and accrued interest, of US$5,141,182 (the ESG Amount) by entering into a new loan facility in the principal amount of US$5,141,182 (the New Loan Facility). The principal amount of the New Loan Facility bears interest at a rate of 12% per annum and matures on July 24, 2022 (the Maturity Date). The proceeds from the New Loan Facility were used to repay all obligations of Feronia under the ESG Loan.

On the Maturity Date and in certain other circumstances, the principal and any accrued and unpaid interest owing (collectively, the Loan Amount) under the New Loan Facility may be converted into common shares in the capital of Feronia (Common Shares) at a rate of CDN$0.275 per Common Share (subject to customary adjustment provisions) with respect to the principal portion of the Loan Amount and, subject to TSX Venture Exchange approval, the accrued and unpaid interest owing under the Loan Amount may be convertible into Common Shares at a rate equal to the greater of CDN$0.275 and the Discounted Market Price (as defined in the TSXV's Corporate Finance Manual) (the Interest Conversion Price). In the event that the Discounted Market Price exceeds CDN$0.275, CDC may elect to convert the principal amount of the Loan Amount only and require Feronia to repay the interest owing in respect of the Loan Amount in cash.

CDC currently owns and controls 183,157,278 Common Shares which represents approximately 37.86% of Feronia's Common Shares (based on a total of 483,716,469 Common Shares issued and outstanding as at June 20, 2018). Assuming that the maximum amount under the New Loan Facility is advanced to Feronia for the full term of four years and an Interest Conversion Price of CDN$0.275, the Loan Amount (being the principal and any accrued and unpaid interest owing) would be convertible into approximately 26,370,748 Common Shares on the Maturity Date (based on the daily average exchange rate as reported by the Bank of Canada on June 20, 2018), subject to the Discounted Market Price and the adjustments necessary to reflect the exchange rate at the time of such conversion. Immediately following such conversion, CDC would hold approximately 209,528,026 Common Shares (representing 41.08% of Feronia's Common Shares on a partially diluted basis and assuming that no other Common Shares are issued by Feronia between the date hereof and the Maturity Date).

The entering into of the New Loan Facility was made for investment purposes. CDC may, in the future, increase or decrease its ownership of securities of Feronia, directly or indirectly, from time to time depending on market conditions and any other relevant factors, subject to compliance with applicable law. CDC is incorporated in the United Kingdom.

CDC has filed an early warning report (EWR) pursuant to Multinational Instrument 62-104 -Take-over Bids and Issuer Bids, on SEDAR (www.sedar.com) under Feronia's SEDAR profile.

SOURCE CDC Group plc