CORAL
GABLES, Fla., Dec. 28,
2023 /CNW/ - Sucro Limited (TSXV: SUG)
("Sucro" or the "Company"), an integrated sugar
company focused primarily on serving the North American market,
today announced that subject to regulatory approval, it is
proposing to issue 154,885 subordinate voting shares (the
"Compensation Shares") to a senior officer in consideration
for the cancellation of equity appreciation rights ("EARs")
previously awarded to the officer by subsidiary company, Sucro
Holdings, LLC ("Holdings") under its equity
participation plan (the "EAR Plan"). The Compensation Shares
will be subject to a four-month hold period from the date of
issuance as well as additional contractual resale restrictions of
between one and two years.
The EARs entitle the holders to a pro rata cash payment on the
sale of Sucro as if the holders of EARs held subordinate voting
shares of the Company. The EAR Plan was adopted by Holdings prior
to any decision to go public. To better align Sucro equity
compensation with the interests of Sucro shareholders, the EAR Plan
is being discontinued and Sucro wishes to transition holders of
EARs to other equity instruments of Sucro. The number of
Compensation Shares to be issued represents less than 0.7% of the
number of outstanding subordinate voting shares of Sucro (on an
as-converted basis with proportionate voting shares).
The Compensation Shares replace the award of 154,885 restricted
share units ("RSUs") to the senior officer announced by
Sucro on November 29, 2023, which
were not accepted by the senior officer and have been
withdrawn.
In accordance with the policies of the TSX Venture Exchange
("TSXV"), disinterested shareholder approval is required for
the issuance of the Compensation Shares, which Sucro intends to
satisfy by written consent from its controlling shareholder.
The proposed issuance of the Compensation Shares is considered
to be a "related party transaction" pursuant to Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transaction ("MI 61-101") and TSXV Policy 5.9
("Policy 5.9"), requiring the Company, in the absence of
exemptions, to obtain a formal valuation and minority shareholder
approval. The proposed transaction is exempt from the valuation and
minority approval requirements of MI 61-101 and Policy 5.9 as, at
the time the transaction was agreed to by the parties, neither the
fair market value of the EARs nor the fair market value of the
Compensation Shares exceeded 25% of Sucro's market capitalization,
as calculated under MI 61-101 and Policy 5.9.
About Sucro
Sucro is a growth-oriented sugar company that operates
throughout the Americas, with a primary focus on serving the North
American sugar market. The Company operates a highly integrated and
interconnected sugar supply business, utilizing the entire sugar
supply chain to service its customers. Sucro's integrated supply
chain includes sourcing raw and refined sugar from countries
throughout Latin America, and
refined sugar from its own refineries, and delivering to customers
in North America and the
Caribbean. Since its inception in
2014, Sucro has achieved significant growth by creating value for
customers through continuous process innovation and supply chain
re-engineering. Sucro has established a broad production, sales and
sourcing network throughout North
America with two cane sugar refineries and an additional
value-added processing facility. The Company has offices in
Miami, Mexico City, Sao
Paulo, Guayaquil and
Port of Spain. For more
information, visit sucro.us and follow us on
LinkedIn.
Forward-Looking
Statements
This news release may contain forward-looking information within
the meaning of applicable securities laws, which reflect the
Company's current expectations regarding future events. Such
information includes, but is not limited to, the completion of the
proposed transaction and certain terms and conditions thereof and
the receipt of all necessary shareholder, director and regulatory
approvals. Forward-looking information is based on a number of
assumptions and is subject to a number of risks and uncertainties,
many of which are beyond the Company's control. Such risks and
uncertainties include, but are not limited to, failure to complete
the proposed transaction or obtain regulatory, director or
shareholder approvals for it. Actual results could differ
materially from those projected herein. The Company does not
undertake any obligation to update such forward-looking
information, whether as a result of new information, future events
or otherwise, except as expressly required under applicable
securities laws.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Sucro Limited