Straight KKM 2 acquires common shares of Feronia

Fasken advised Straight KKM 2 Limited (“KKM”), a newly formed entity which is owned by a consortium consisting of a number of funds managed by Kuramo Capital Management, LLC, as well as Kalaa Mpinga, a successful Congolese entrepreneur through his holding company, in connection with a private placement to KKM of US$17.5 million of common shares in the capital of Feronia Inc. (“Feronia”) The first tranche of the private placement completed on 16 October 2017 and the final tranche completed on 19 January 2018. In total, KKM acquired 121,819,444 common shares of Feronia at a price of Cdn.$0.18 per common share. Feronia is an agribusiness operating in the Democratic Republic of the Congo consisting of three oil palm plantations. In addition, Fasken advised KKM in connection with its acquisition from CDC Group plc (“CDC”), by way of private sale and purchase agreement, of a further 61,337,833 common shares of Feronia. The common shares were sold by CDC to KKM at a price of Cdn.$0.23 per common share for total consideration of Cdn.$14,107,702. On closing of the acquisition, which occurred on 24 January 2018, KKM and CDC entered into a vendor loan agreement pursuant to which CDC agreed to lend to KKM an amount equal to the consideration to satisfy the purchase price. In connection with the acquisition, Fasken advised KKM in relation to an Investor Rights Agreement, Share Pledge Agreement, Share Restriction Agreement and all related structuring matters. Following completion of the acquisition, KKM owned a total of 183,157,277 common shares of Feronia, representing approximately 37.86% of its issued and outstanding common shares. Fasken advised KKM with a team consisting of Al Gourley, Tom Wexler, Vanessa McMinn and Laura Bradley.