February 24, 2017
Banro Provides Update on Recapitalization Transactions
TORONTO, ONTARIO--(Marketwired - Feb. 24, 2017) - Banro Corporation ("Banro" or the "Company") (NYSE MKT:BAA)(TSX:BAA) is pleased to provide an update on the progression of the Company's recapitalization (the "Recapitalization") announced in the Company's January 31, 2017 press release. Banro reports that, as contemplated by the terms of the Recapitalization, the Ontario Superior Court of Justice has issued the interim order (the "Interim Order") which, among other things, authorizes the Company to convene meetings of holders of its US$175 million senior secured notes ("Existing Notes") and Banro's series A preference shares and series B preference shares to approve, among other things, the previously announced corporate plan of arrangement (the "Plan of Arrangement") under the Canada Business Corporations Act (the "CBCA") to implement the Recapitalization. The Company also intends to hold a meeting of holders of its common shares to approve, among other things, the Recapitalization. The meetings are scheduled to be held on March 31, 2017.
As set out in the January 31, 2017 press release, the Recapitalization contemplates (a) the refinancing of the maturing Existing Notes and US$22.5 million loan with new US$197.5 million senior secured notes with a 4-year maturity and new common shares of the Company, (b) the conversion of the outstanding exchangeable preferred shares and gold-linked preferred shares of Banro and certain of its subsidiaries into common shares of the Company, (c) the execution of a gold forward sale agreement to raise US$45 million to be used by the Company for working capital and general corporate purposes, including to fund transaction costs and repay a US$6.5 million interim loan facility recently obtained by the Company, and (d) the extension of the maturity dates on an existing US$10 million loan from July 15, 2018 and September 1, 2018 to March 1, 2020. The Recapitalization is expected to reduce debt, improve liquidity, and position the Company to optimize operations and enhance its substantial gold mining assets in the Democratic Republic of the Congo.
Implementation of the Recapitalization is subject to successfully obtaining all required approvals, including the approval of holders of Existing Notes (which is expected to be received as holders of Existing Notes in excess of the required threshold have signed a support agreement (the "Support Agreement") and committed to vote in favour of the Recapitalization, as previously reported), shareholder approval, court approval of the Plan under the CBCA, Toronto Stock Exchange and NYSE MKT approvals and other regulatory approvals.
As the Existing Notes are contemplated to be exchanged pursuant to the terms of the Plan of Arrangement as described above, it is not intended to make the principal repayment on the Existing Notes on March 1, 2017 and the Existing Notes are expected to remain outstanding until the implementation of the Recapitalization, which implementation is expected to occur in early to mid-April 2017.
The Interim Order also provides a stay whereby, until the earlier of April 30, 2017 and the date the Recapitalization is implemented, any person, including the holders of the Existing Notes, is stayed from exercising certain rights or remedies, including rights or remedies arising as a result of the commencement of proceedings under the CBCA or any default or cross default under the Existing Notes, against or in respect of the Company or any of its material subsidiaries or any of their respective properties or assets.
A management information circular of the Company setting out the details of the Recapitalization and the matters to be considered by holders of the Company's Existing Notes, series A and series B preference shares, and common shares, will be mailed in early March to such security holders and posted on SEDAR prior to the meetings.
