Banro Corp. fka BAA

[bullforever]

Baiyin already filed the deal on 01/08/16, I think it is almost done.

http://www.sedar.com/CheckCode.do

REPORT PURSUANT TO PART 3 OF NATIONAL INSTRUMENT 62-103
1. Name and address of the offeror:
RFW Banro Investments Limited (the “Offeror”)
Nemours Chambers, Road Town
Tortola, British Virgin Islands
2. Designation and number or principal amount of securities and the offeror’s
security-holding percentage in the class of 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.
The Offeror has entered into a series of transactions with Banro Corporation (“Banro”)
and certain of its affiliates pursuant to which it will acquire control over certain securities
of Banro, subject to certain regulatory and other approvals, as follows:
? A loan facility with other lenders in the aggregate amount of US$22.5 million
pursuant to which the Offeror will loan US$11.25 million to Banro, and Banro
shall be issued 5 million common share purchase warrants, each whole warrant
entitling the holder to acquire one common share of Banro at a price of
US$0.2275 until the date which is three years following the closing;
? A purchase from existing investors of US$20 million of certain outstanding
preferred shares issued by subsidiaries of Banro for an aggregate purchase price
of US$16 million and accrued dividends since November 30, 2015. The preferred
shares are convertible into common shares of Banro such that if all of the
preferred shares were converted, a total of 29,256,766 common shares
of Banro would be issued; and
? A private placement transaction for the issuance by Banro to the Offeror of 50
million common shares of Banro and 2.5 million common share purchase
warrants, for total gross proceeds to Banro of US$8.75 million. Each whole
warrant entitles the holder to acquire one common share of Banro Corporation at
a price of US$0.2275 until the date which is three years following the closing.
As a result of the foregoing transactions, the Offeror has the right to acquire (i) 50 million
common shares of Banro, (ii) 7.5 million warrants of Banro, and (iii) US$20 million of
preferred shares issued by subsidiaries of Banro. These securities represent 16.6% of the
issued and outstanding common shares of Banro assuming the warrants and preferred
shares are not exercised or converted, and 25.6% of the issued and outstanding common
shares of Banro assuming the warrants and preferred shares are exercised and converted.
Pursuant to the terms of the warrants and the preferred shares, the holder is not entitled to
exercise or convert such securities where the holder would become the beneficial owner
- 2 -
of, or a person who exercises direction or control over, more than 19.9% of the then
issued and outstanding common shares of Banro.
3. Designation and number or principal amount of securities and the offeror’s
security-holding percentage in the class of securities immediately after the
transaction or occurrence giving rise to the reporting obligation.
Prior to the transactions noted herein, the Offeror did not own or control any securities of
Banro.
As a result of the transactions noted herein, the Offeror has the right to acquire (i) 50
million common shares of Banro, (ii) 7.5 million warrants of Banro, and (iii) US$20
million of preferred shares issued by subsidiaries of Banro. These securities represent
16.6% of the issued and outstanding common shares of Banro assuming the warrants and
preferred shares are not exercised or converted, and 25.6% of the issued and outstanding
common shares of Banro assuming the warrants and preferred shares are exercised and
converted. Pursuant to the terms of the warrants and the preferred shares, the holder is
not entitled to exercise or convert such securities where the holder would become the
beneficial owner of, or a person who exercises direction or control over, more than 19.9%
of the then issued and outstanding common shares of Banro.
4. Designation and number or principal amount of securities and the percentage of
outstanding securities of the class of securities referred to in paragraph 3 over
which,
(a) the offeror, either alone or together with any joint actors, has ownership and
control;
See items 2 and 3 above. The Offeror is not acting jointly or in concert with any
other persons in acquiring securities of Banro.
(b) 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.
(c) the offeror, either alone or together with any joint actors, has exclusive or
shared control but does not have ownership.
See items 2 and 3 above. The Offeror has entered into a series of transactions
with Banro pursuant to which it will acquire control over certain securities of
Banro.
- 3 -
5. Name the market in which the transaction or occurrence that gave rise to the news
release took place.
These transactions are all private transactions.
6. The value, in Canadian dollars, of any consideration offered per security if the
offeror acquired ownership of a security in the transaction giving rise to the
obligation to file a news release.
See item 2.
7. 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 securities were acquired for investment purposes only, however, the Offeror will
review its holdings from time to time and may increase or decrease its position as future
circumstances may dictate.
8. 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.
Subject to applicable law, from and after the closing date and for so long as the Offeror
beneficially owns or exercises control or direction over at least 10% of the issued and
outstanding common shares of Banro as at the record date for determining shareholders
entitled to vote at an annual meeting of shareholders of the Corporation, the Offeror shall
have the right to (i) nominate one person for election to the board of directors of the
Corporation at the applicable annual meetin