EARLY WARNING REPORT FILED PURSUANT TO
PART 3 OF NATIONAL INSTRUMENT 62-103
A. The name and address of the offeror:
Gramercy Funds Management LLC (“Gramercy”)
20 Dayton Avenue
Greenwich, CT 068030
USA
B. The designation and number or principal amount of securities and the offeror’s securityholding percentage in the class or securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.
On February 28, 2014 (the “February Financing”), Gramercy, as investment manager to certain investment funds, acquired by way of private placement, control or direction over an aggregate of $40 million of exchangeable preferred shares, which preferred shares are exchangeable into common shares of Banro Corporation (“Banro”). The exchangeable preferred shares acquired under the private placement, which were issued through two Banro subsidiaries, will pay an 8% cumulative preferential cash dividend, payable quarterly, and mature on June 1, 2017. At the option of the holders and at any time before the maturity date, the holders are currently entitled to exchange their preferred shares into 63,000,000 common shares of Banro at a strike price of US$0.5673 per common share.
On August 18, 2014 (the “August Financing”), Gramercy, as investment manager to certain investment funds, acquired by way of private placement, control or direction over senior secured notes (“Notes”) and warrants (“Warrants”) for gross aggregate proceeds of up to US$35.5 million. The Warrants have a three year term and entitle the holders to purchase a total of 13.3 million common shares of the Company at an exercise price of Cdn$0.269 per share. The Warrants will be exercisable for cash, or by a cashless exercise, at the option of the holder.
Prior to the completion of the August Financing, Gramercy also held control or direction over 10,873,150 common shares of Banro, representing 4.31% of the issued and outstanding common shares of Banro.
C. The designation and number or principal amount of securities and the offeror’s securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file the news release.
Following the closing of the August Financing, investment funds management by Gramercy own (i) preferred shares that are exchangeable into 63,000,000 common shares of Banro, representing 19.18% of the total number of common shares of Banro assuming the exchange of the preferred shares into common shares and exercise of all warrants, (ii) 6361442
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Warrants that are exercisable for 13,300,000 common shares of Banro, representing 4.05% of the total number of common shares of Banro assuming the exercise of all Warrants and the exchange of all preferred shares, and (iii) 10,873,150 common shares representing 3.31% of the common shares of Banro assuming the exchange of all preferred shares into, and the exercise of all Warrants for, common shares. Together, this constitutes approximately 26.54% of the common shares assuming the exchange of all preferred shares into, and the exercise of all Warrants for, common shares.
However, pursuant to the terms and provisions of each of (i) the Securities Purchase Agreement dated February 28, 2014 pursuant to which the preferred shares were acquired, and (ii) the Securities Purchase Agreement dated August 18, 2014 pursuant to which the Warrants and Notes were acquired, the funds managed by Gramercy are not permitted to exchange the preferred shares into common shares of Banro or exercise the Warrants for common shares of Banro such that the aggregate amount of common shares held by the funds would exceed 19.9% of the issued and outstanding number of common shares of Banro at any time (the “19.9% Cap”).
D. The designation and number of principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph (c) over which
(i) the offeror, either alone or together with any joint actors, has ownership and control:
Gramercy itself does not own common shares of Banro, the exchangeable preferred shares which are exchangeable into common shares of Banro, or the Warrants. The common shares previously held and the exchangeable preferred shares and Warrants acquired in the February Financing and August Financing, respectively, are owned by investment funds managed by Gramercy. In its capacity as investment manager of these funds, Gramercy exercises control or direction over these securities held by the funds, representing 3.31% of the issued and outstanding common shares as of closing of the August Financing and 26.54% of the issued and outstanding common shares assuming the exchange of all preferred shares into, and the exercise of all Warrants for, common shares of Banro, however as a result of the 19.9% Cap, the amount that can actually be held (including upon an exchange of the preferred shares or exercise of Warrants) cannot exceed 19.9% of the issued and outstanding number of common shares of Banro at any time.
(ii) the offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor:
Not applicable.
(iii) the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership:
Gramercy exercises control or direction over common shares, exchangeable 6361442
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preferred shares and Warrants of Banro, which securities are owned by investment funds managed by Gramercy. The preferred shares are currently exchangeable for 63,000,000 common shares of Banro at a price of US$0.5673 per share, representing
19.99% of the issued and outstanding common shares assuming the exchange of all preferred shares into common shares; the Warrants are currently exerciseable for 13,300,000 common shares of Banro at a price of Cdn$0.269 per share, representing 5.01% of the issued and outstanding common shares assuming exercise of all Warrants into common shares, and together with the common shares of Banro over which Gramercy held control or direction over prior to the private placement, represent 26.54% of the issued and outstanding common shares, however the amount that can actually be held (including upon an exchange of the preferred shares or exercise of Warrants) cannot exceed 19.9% of the issued and outstanding number of common shares of Banro at any time.
E. The name of the market in which the transaction or occurrence that gave rise to the news release took place:
Not applicable.
E1. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release.
The exchangeable preferred shares acquired by the funds managed by Gramercy were acquired for aggregate consideration of US$40,000,000 (approx Cdn$44,421,600 based on the average of the noon exchange rates published by the Bank of Canada for the five days prior to the closing of the private placement), or $1,000 per preferred share (which includes payment for the corresponding exchange right to exchange each preferred share into a common share of Banro at a price of US$0.7204 per share). In accordance with the terms of the preferred shares, as disclosed in C above, the price for exchanging each preferred share into a common share of Banro has been adjusted to US$0.5673 concurrent with the completion of the August Financing.
The Notes and the Warrants acquired by the funds managed by Gramercy were acquired for aggregate consideration of up to $35.5 million. The allocation of each $1,000 of purchase price between the Initial Notes (as defined in the Securities Purchase Agreement dated August 18, 2014) and the Warrants shall be $50 allocated to the Warrants and $950 allocated to the Initial Notes. The exercise price for the Warrants of Cdn$0.269 was based on the volume weighted average trading price of the common shares of Banro for the five days immediately prior to the completion of the August Financing.
F. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer:
The preferred shares and Warrants owned by the investment funds managed by Gramercy are held for investment purposes. Gramercy may, subject to market conditions and in compliance with applicable securities laws, make additional investments in, or dispositions of, securities of Banro, including additional purchases or dispositions of 6361442
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common shares or securities convertible into, or exchangeable for, common shares.
G. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities:
The preferred shares acquired by funds managed by Gramercy were acquired pursuant to the terms of a Securities Purchase Agreement dated February 28, 2014 between funds managed by Gramercy, Banro, and Namoya (Barbados) Limited and Twangiza (Barbados) Limited, each subsidiary entities of Banro, a copy of which is available under Banro’s profile on the System for Electronic Document Analysis and Retrieval found at www.sedar.com.
The Warrants acquired by funds managed by Gramercy were acquired pursuant to the terms of a Securities Purchase Agreement dated August 18, 2014 between funds managed by Gramercy and Banro.
H. The names of any joint actors in connection with the disclosure required by this Form:
The investment funds managed by Gramercy that acquired the exchangeable preferred shares and Warrants are those as set out in the signature pages to the respective Securities Purchase Agreements referred to in item G above.
I. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the offeror:
See item E1 above.
J. If applicable, a description of any change in any material fact set out in a previous report by the offeror under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer’s securities: Not applicable.
K. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance.
The securities acquired were not subject to any prospectus or registration requirements under applicable Canadian securities laws and in respect of the preferred shares acquired pursuant to the February Financing, were acquired pursuant to prospectus exemption qualifications under applicable securities laws of Barbados.
Dated this 20th day of August, 2014.
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GRAMERCY FUNDS MANAGEMENT LLC
Per:
“Robert L. Rauch”
Name: Robert L. Rauch
Title: Authorized Signatory
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