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Foraco International SA Capital/Financing Update 2021

Jul 19, 2021

46069_rns_2021-07-19_6ba042e4-383f-4c47-abc4-e4f102b871d8.pdf

Capital/Financing Update

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FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1. Name and Address of Company

c/o Foraco Canada Ltd. 10 King Street East, Suite 401 Toronto, Ontario M5C 1C3

ITEM 2. Date of Material Change

July 7, 2021

ITEM 3. News Release

A news release was disseminated via CNW Newswire and filed on SEDAR on July 7, 2021.

ITEM 4. Summary of Material Change

On July 7, 2021, Foraco International SA (the “ Company ” or “ Foraco ”) announced the consummation of the debt refinancing (the “ Debt Refinancing ”) originally announced on May 19, 2021.

ITEM 5. Full Description of Material Change

5.1 Full Description of Material Change

On July 7, 2021, Foraco announced the consummation of the Debt Refinancing originally announced on May 19, 2021, related to its US $146.8 million (*) outstanding bonds raised in 2017 from affiliates of Oaktree Capital Management, L.P. (“ Oaktree ”) and Kartesia Securities IV S.A. (“ Kartesia ”), and maturing in May 2022.

The US $146.8 million (*) early redemption of such bonds has been completed by way of a repayment of US $91.0 million (*) in cash and the issuance of 9,300,000 ordinary shares of the Company, representing approximately 9.4% of the capital, to the benefit of Oaktree and Kartesia. The cash repayment was financed by a new US $100 million senior secured bonds facility granted by Marathon Asset Management LP, maturing in December 2025. The Debt Refinancing resulted in a gain before tax for the Company of US $35.8 million (*) , and a US $55.8 million (*) reduction in net debt.

(*) These figures illustrate the estimated effect of the Debt Refinancing on the Company’s financial position after giving effect to the Debt Refinancing as if it had occurred on June 30, 2021.

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Basis of Presentation

“Net debt” does not have a standardized meaning as prescribed by International Financial Reporting Standards (“ IFRS ”), and therefore is considered a non-IFRS measure. “Net debt” corresponds to (i) the current and non-current portion of borrowings excluding (ii) operating leases, net of (iii) cash and cash equivalents. Current and non-current portion of borrowings, borrowings under operating leases and cash and cash equivalents are IFRS measures and are reported as such in the annual financial statements of the Company. All financial figures and information have been prepared in United States dollars (which includes references to “dollars” and “$”), except where another currency has been indicated, and in accordance with IFRS as issued by the International Accounting Standards Board.

5.2 Disclosure for Restructuring Transactions

Not applicable.

ITEM 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

ITEM 7. Omitted Information

Not applicable.

ITEM 8. Executive Officer

Jean-Pierre Charmensat Vice-Chief Executive Officer Telephone Number: 011 33 4 96 15 13 60

ITEM 9. Date of Report

July 19, 2021