Bond Fruit Fields Group BV 5.75% ( BE6274385374 ) in EUR

Issuer Fruit Fields Group BV
Market price 100 %  ⇌ 
Country  Netherlands
ISIN code  BE6274385374 ( in EUR )
Interest rate 5.75% per year ( payment 1 time a year)
Maturity 30/12/2020 - Bond has expired



Prospectus brochure of the bond Fruit Farm Group BV BE6274385374 in EUR 5.75%, expired


Minimal amount 100 000 EUR
Total amount 60 000 000 EUR
Detailed description Fruit Farm Group BV is a Dutch company specializing in the import, export, and distribution of fresh fruit, often focusing on sourcing and supplying a wide variety of fruits to various markets globally.

The Bond issued by Fruit Fields Group BV ( Netherlands ) , in EUR, with the ISIN code BE6274385374, pays a coupon of 5.75% per year.
The coupons are paid 1 time per year and the Bond maturity is 30/12/2020







The Fruit Farm Group
Offering Circular
5.75% Senior Secured Notes Issue
Denomination EUR 100,000
For an aggregate subscription amount of EUR 60,000,000
This Offering does not constitute a public offer in Belgium and is exclusively conducted under applicable exemptions to the public offer
rules set forth in Article 3 of the Belgian law of 16 June 2006 concerning public offers of investment instruments and admission of
investment instruments for trading on regulated markets.
Sole Bookrunner
KBC Bank NV
15 December 2014
BRU6341440/1 164143-0001


The Fruit Farm Group
BRU6341440/1 164143-0001
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IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR
The Fruit Farm Group B.V. is a limited liability company (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under the laws of the Netherlands (the "Issuer"), having its registered
office at Handelsweg 20, 2988DB Ridderkerk and registered at the trade register of the Chamber of
Commerce in the Netherlands with registered number 61960926. The Issuer is offering through a
private placement conducted under applicable exemptions to the public offer rules set forth in
Article 3 of the Belgian law of 16 June 2006 concerning public offers of investment instruments and
admission of investment instruments for trading on regulated markets (the "Offering") 5.75% senior
secured notes for an aggregate subscription amount of EUR 60,000,000 due 17 December 2019 (the
"Notes"), with a denomination of EUR 100,000 each.
The Notes have the benefit of a guarantee (the "Note Guarantee") pursuant a guarantee declaration
dated on the Issue Date (as amended, restated or supplemented from time to time, the "Note
Guarantee Declaration") granted by certain subsidiaries of the Issuer. At the Issue Date, the
guarantors are Global Farms B.V. (the Netherlands), Expofrut Brasil Importadora e Exportadora Ltda.
(Brazil), Monte La Providencia SA (Costa Rica), Forbel SA (Uruguay), and, subject to the SARB
Approval, Univeg South Africa Proprietary Limited (South Africa) and, subject to the Surinam
Guarantee Approval, Food and Agriculture Industries N.V. (the "Guarantors" and "Guarantor"
means any of them, as the context may require). The Issuer has been advised that the SARB Approval
and the Surinam Guarantee Approval are expected to be obtained within three months following the
Issue Date and that each such approval constitutes a condition precedent for the effectiveness of the
guarantee granted by respectively Univeg South Africa Proprietary Limited and Food and Agriculture
Industries N.V. The Luxembourg Stock Exchange will be informed, through the publication of a
notice by the Issuer, once the SARB Approval and Surinam Guarantee Approval have been given.
This notice to inform the Luxembourg Stock Exchange will be published on the website of the
Luxembourg Stock exchange (www.bourse.lu). The Noteholders will be informed once the SARB
Approval and Surinam Guarantee Approval have been given, through the publication by the Issuer on
the Website.
The Notes are secured by:
·
a first-ranking share pledge agreement in respect of the shares in the capital of the Issuer;
·
a first-ranking share pledge agreement in respect of the shares in the capital of Global Farms
B.V.;
·
a first-ranking share pledge agreement in respect of the shares in the capital of Alara Tarim
Ürünleri Sanayi ve Ticaret Anonim irketi (Turkey);
·
a first-ranking pledge agreement in respect of certain bank accounts and receivables of the
Issuer;
·
a first-ranking pledge agreement in respect of certain bank accounts and receivables of Global
Farms B.V.;
·
a first-ranking pledge agreement in respect of certain bank accounts and receivables of
Expofrut Brasil Importadora e Exportadora Ltda. (Brazil);
·
First-ranking pledge on receivables and bank accounts granted by the Issuer (governed by the
laws of the Netherlands)
·
First-ranking pledge on receivables and bank accounts granted by the Global Farms (governed
by the laws of the Netherlands)
·
First-ranking pledge on receivables granted by Expofrut Brazil, (governed by the laws of
Brazil)
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·
a first-ranking irrevocable guaranty trust agreement in respect of certain accounts receivable
of Monte La Providencia SA (Costa Rica);
·
a first-ranking receivables assignment agreement in respect of certain bank accounts and
receivables of Forbel SA (Uruguay);
·
subject to the SARB Approval, a first-ranking cession in securitatem debiti agreement in
respect of certain bank accounts and receivables of Univeg South Africa (Pty) Limited (South
Africa); and
·
subject to the Surinam Assignment Approval, a first-ranking receivables assignment
agreement in respect of certain bank accounts and receivables of Food and Agriculture
Industries N.V. (Suriname).
(see for more information under section "Terms and Conditions of the Notes")
The Issuer has retained KBC as Sole Bookrunner (the "Sole Bookrunner") to act as its financial
advisor in connection with the Offering. The Issuer has issued this offering circular (the "Offering
Circular") and has authorized the Sole Bookrunner to distribute the Offering Circular to such
recipients which have expressed an interest in being considered as subscribers of the Notes in each
case in compliance with applicable exemptions to the public offer rules set forth in Article 3 of the
Belgian law of 16 June 2006 concerning public offers of investment instruments and admission of
investment instruments for trading on regulated markets.
This Offering Circular intends to provide information with regard to the Issuer and the Notes which,
according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make
an informed assessment of the rights attaching to the Notes and of the assets and liabilities, financial
position, profit and losses and prospects of the Issuer.
This Offering Circular comprises neither a prospectus for the purpose of article 20 of the Law of 16
June 2006 concerning public offers of investment instruments and admission of investment
instruments for trading on regulated markets, as amended from time to time, nor of article 3 of
Directive 2003/71/EC, as amended from time to time (the "Prospectus Directive"). Accordingly, this
Offering Circular does not purport to meet the format and the disclosure requirements of the
Prospectus Directive and Commission Regulation (EC) No. 809/2004/EC implementing the
Prospectus Directive, and it has not been, and will not be, submitted for approval to any competent
authority within the meaning of the Prospectus Directive.
The Notes issued pursuant to this Offering Circular will therefore not qualify for the benefit of the
single European passport pursuant to the Prospectus Directive.
Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock
Exchange and for trading on the Euro MTF Market of that Exchange ("Euro MTF Market") which is
not a regulated market (pursuant to the provisions of Directive 2014/65/EU). The Issuer has prepared
this Offering Circular, in accordance with Article 61 of the Luxembourg Law of 10 July 2005 on
prospectuses for securities, as amended from time to time, solely for use in connection with this
offering and for applying to the Luxembourg Stock Exchange for the Notes to be admitted to listing
on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market.
The Notes, the Note Guarantee Declaration, the Agency Agreement and the Parallel Debt Agreement,
and any non-contractual obligations arising out or in connection with them are governed by, and will
be construed in accordance with, the laws of Belgium.
The Notes will be issued in dematerialised form and cannot be physically delivered. The Notes will be
exclusively represented by book entry in the records of the clearing system operated by the National
Bank of Belgium (the "NBB") or any successor thereto (the "X/N System"). The Notes can be held
by their holders through participants in the X/N System, including Euroclear and Clearstream,
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Luxembourg and through other financial intermediaries which in turn hold the Notes through
Euroclear and Clearstream, Luxembourg, or other participants in the X/N System.
Unless otherwise stated, capitalised terms used in this Offering Circular have the meanings set forth in
this Offering Circular. Where reference is made to the Terms and Conditions of the Notes, reference is
made to the Terms and Conditions of the Notes as provided in section "Terms and Conditions of the
Notes" of this Offering Circular.
An investment in the Notes involves certain risks. Prospective investors should refer to the Risk
factors as provided in Section "Risk factors" of this Offering Circular for an explanation of certain
risks of investing in the Notes.
1.
Important notices and warnings
The Issuer accepts responsibility for the information contained in this Offering Circular and declares
that, having taken all reasonable care to ensure that such is the case, the information contained in this
Offering Circular is in accordance with the facts and contains no omission likely to affect its import.
Each Guarantor accepts responsibility for the information contained in this Offering Circular to the
extent that such information relates to itself or the Guarantee (which term, for purposes of the
responsibility statements in this "Important notices and warning" section, shall mean the Guarantee
insofar as it relates to the relevant Guarantor only), and declares that having taken all reasonable care
to ensure that such is the case, such information is to the best of its knowledge in accordance with the
facts and contains no omission likely to affect its import (the Issuer and each Guarantor, subject to the
above, each, a "Responsible Person").
Market data and other statistical information used in this Offering Circular have been extracted from a
number of sources, including independent industry publications, government publications, reports by
market research firms or other independent publications (each, an "Independent Source"). We
confirm that such information has been accurately reproduced from such Independent Source and, as
far as we are aware and are able to ascertain, no facts have been omitted that would render the
reproduced information inaccurate or misleading. None of the Issuer, the Guarantors or the Sole
Bookrunner however accepts further responsibility in respect of such information.
Save for the Issuer and the Guarantors, no other party has independently verified the information
contained in this Offering Circular. Accordingly, no representation, warranty or undertaking, express
or implied, is made and no responsibility or liability is accepted by the Sole Bookrunner as to the
accuracy or completeness of the information contained or incorporated in this Offering Circular or any
other information in connection with the Issuer or the offering of the Notes. The Sole Bookrunner
does not accept any liability, whether arising in tort or in contract or in any other event, in relation to
the information contained or incorporated by reference in this Offering Circular or any other
information in connection with the Issuer, the offering of the Notes or the distribution of the Notes.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Offering Circular and any information or representation not so
contained or inconsistent with this Offering Circular or any other information supplied in connection
with the Notes and, if given or made, such information must not be relied upon as having been
authorised by or on behalf of the Issuer or the Sole Bookrunner.
Neither this Offering Circular nor any other information supplied in connection with the offering of
the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer or the Sole Bookrunner that any recipient of this
Offering Circular or any other information supplied in connection with the offering of the Notes
should purchase any Notes. Each investor contemplating a purchase of the Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Offering Circular nor any other information supplied in
connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the
Issuer or the Sole Bookrunner to any person to subscribe for or to purchase any Notes.
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Some statements in this Offering Circular may be deemed to be forward looking statements. Forward
looking statements include statements concerning the Issuer's and/or the Issuer and its Subsidiaries'
(the "Group") plans, objectives, goals, strategies, future operations and performance and the
assumptions underlying these forward looking statements. When used in this Offering Circular, the
words "anticipates", "estimates", "expects", "believes", "intends", "plans", "aims", "seeks", "may",
"will", "should" and any similar expressions generally identify forward looking statements. The
Issuer has based these forward looking statements on the current view of its management with respect
to future events and financial performance. Although the Issuer believes that the expectations,
estimates and projections reflected in its forward looking statements are reasonable as of the date of
this Offering Circular, if one or more of the risks or uncertainties materialise, including those
identified below or which the Issuer has otherwise identified in this Offering Circular, or if any of the
Issuer's underlying assumptions prove to be incomplete or inaccurate, the Issuer's actual results of
operation may vary from those "expected", "estimated" or "predicted".
Any forward looking statements contained in this Offering Circular speak only as at the date of this
Offering Circular. Without prejudice to any requirements under applicable laws and regulations, the
Issuer expressly disclaims any obligation or undertaking to disseminate after the date of this Offering
Circular any updates or revisions to any forward looking statements contained herein to reflect any
change in expectations thereof or any change in events, conditions or circumstances on which any
such forward looking statement is based.
Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under
any circumstances, create any implication that the information contained in this Offering Circular is
true subsequent to the date hereof or otherwise that there has been no change in the affairs or in the
condition (financial or otherwise) of the Issuer since the date hereof or the date upon which this
Offering Circular has been most recently amended or supplemented or any other information supplied
in connection with the Notes is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same. The Sole Bookrunner and the Issuer
expressly do not undertake to review the financial condition or affairs of the Issuer during the life of
the Notes.
This Offering Circular contains various amounts and percentages which are rounded and, as result,
when these amounts and percentages are added up, they may not total.
All references in this document to euro, , EUR refer to the currency introduced at the start of the
third stage of the European economic and monetary union pursuant to the Treaty establishing the
European Community, as amended.
2.
Important information relating to the use of this Offering Circular and offer of the
Notes generally
The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in
certain jurisdictions. None of the Issuer and the Sole Bookrunner represent that this Offering Circular
may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer or the Sole Bookrunner which is intended to permit a
public offering of the Notes or the distribution of this Offering Circular in any jurisdiction where
action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or
indirectly, and neither this Offering Circular nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance
with any applicable laws and regulations. Persons into whose possession this Offering Circular or any
Notes may come must inform themselves about, and observe any such restrictions on the distribution
of this Offering Circular and the offering and sale of Notes.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United
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States. The Notes are being offered and sold solely outside the United States to non-U.S. persons in
reliance on Regulation S under the Securities Act ("Regulation S"). The Notes may not be offered,
sold or delivered within the United States or to, or for the account or benefit of U.S. persons (as
defined in Regulation S) unless they have been so registered or pursuant to an available exemption
from the registration requirements of the Securities Act. In addition, until the expiration of 40 days
after the commencement of the offering, an offer or sales of the Notes within the United States by any
dealer (whether or not participating in the offering) may violate the registration requirements of the
Securities Act. For a further description of certain restrictions on the offering and sale of the Notes
and on the distribution of this document, see "Subscription and Sale" below.
The Sole Bookrunner has represented, warranted and agreed that it has not and will not offer, sell,
transfer or deliver the Notes, which are the subject of this Offering Circular, in the Netherlands other
than to qualified investors (within the meaning of the Prospectus Directive (2003/71/EC, as
amended)).
This Offering does not constitute a public offer in Belgium and is exclusively conducted under
applicable exemptions to the public offer rules set forth in Article 3 of the Belgian law of 16 June
2006 concerning public offers of investment instruments and admission of investment instruments for
trading on regulated markets.
This Offering Circular is for distribution only to persons who (i) are investment professionals, as such
term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial
Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000 ("FSM Act")) in connection with the issue or sale of any Notes may
otherwise lawfully be communicated or caused to be communicated (all such persons together being
referred to as "relevant persons"). This Offering Circular is directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this Offering Circular relates is available only to relevant persons and
will be engaged in only with relevant persons.
This Offering Circular has been prepared on the basis that all offers of the Notes will be made
pursuant to an exemption under Article 3 of the Prospective Directive, as implemented in member
states of the European Economic Area (the "EEA"), from the requirement to produce a prospectus for
offers of the Notes. Accordingly, any person making or intending to make any offer within the EEA
of the Notes should only do so in circumstances in which no obligation arises for the Issuer or any of
the Sole Bookrunner to produce a prospectus for such offer. None of the Issuer or the Sole
Bookrunner has authorized, nor does any of them authorize, the making of any offer of the Notes
through any financial intermediary, other than offers made by the Sole Bookrunner which constitute
the final placement of the Notes contemplated in this Offering Circular.
3.
Luxembourg Listing Information
So long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and are
admitted to trading on the Euro MTF market of that exchange and the rules and regulations of the
Luxembourg Stock Exchange so require, the Issuer will publish or make available any notices
(including financial notices) to the public in written form at places indicated by announcements to be
published in a leading newspaper having a general circulation in Luxembourg (which is expected to
be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange (www.bourse.lu) or
by any other means considered equivalent by the Luxembourg Stock Exchange.
For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and are
admitted to trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require,
copies of the following documents may be obtained at the specified office of the listing agent in
Luxembourg and the registered office of the Issuer during normal business hours on any weekday
(Saturdays, Sundays and public holidays excluded):
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·
the organizational documents of the Issuer and each of the Guarantors;
·
the financial statements included in this Offering Circular;
·
our most recent audited consolidated financial information, and any interim financial
information published by us;
·
the Terms and Conditions of the Notes including the Note Guarantee Declaration, Parallel
Debt Agreement, Security Trust Deed and form of Change of Control Put Exercise Notice;
·
the Security Trust Deed;
·
the Agency Agreement; and
·
the security documents, which create the security interests as contemplated by the Terms and
Conditions of the Notes.
Application may also be made to the Euro MTF market to have the Notes removed from listing on the
Euro MTF market, including if necessary to avoid any new withholding taxes in connection with the
listing.
The Issuer accepts responsibility for the information contained in this Offering Circular. The Issuer
declares that, having taken all reasonable care to ensure that such is the case, to the best of its
knowledge, the information contained in this Offering Circular is in accordance with the facts and
does not omit anything likely to affect its import. This Offering Circular may only be used for the
purposes for which it has been published.
4.
Warning
The Offering Circular has been prepared to provide information on the Notes. When potential
investors make a decision to invest in the Notes, they should base this decision on their own research
of the Issuer and the Terms and Conditions of the Notes, including, but not limited to, the associated
benefits and risks, as well as the terms and conditions of the Offering itself. The investors must
themselves assess, with their own advisors if necessary, whether the Notes are suitable for them,
considering their personal income and financial situation. In case of any doubt about the risk involved
in purchasing the Notes, investors should abstain from investing in the Notes.
The summaries and descriptions of legal provisions, taxation, accounting principles or comparisons of
such principles, legal company forms or contractual relationships reported in the Offering Circular
may in no circumstances be interpreted as investment, legal or tax advice for potential investors.
Potential investors are urged to consult their own advisor, bookkeeper, accountant or other advisors
concerning the legal, tax, economic, financial and other aspects associated with the subscription to the
Notes.
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TABLE OF CONTENTS
Page
Summary ......................................................................................................................................... 15
Risk Factors .................................................................................................................................... 24
Use of Proceeds ............................................................................................................................... 58
Selected Financial Data ................................................................................................................... 60
Management discussion and analysis of financial condition and result of operations ........................ 68
Business description of the Issuer and the Six Farms........................................................................ 85
Capitalization ................................................................................................................................ 113
Description of the Issuer and the Group ­ Management and Corporate Governance ....................... 114
Shareholders .................................................................................................................................. 119
Related Party Transactions ............................................................................................................ 121
Description of other Indebtedness .................................................................................................. 122
Terms and Conditions of the Notes ................................................................................................ 126
Taxation ........................................................................................................................................ 179
Subscription and Sale .................................................................................................................... 187
Clearing ........................................................................................................................................ 189
Annex A: Provisions for the meetings of the holders of the Notes ................................................... F-1
Annex B: Audited carve-out financial statements as of and for the years ended 31 December
2013 and 31 December 2012 .............................................................................................. F-6
Annex C: Report of the independent auditor to the management of 6 Farms on the carve-out
financial statements as of and for the years ended 31 December 2012 and 31
December 2013 ................................................................................................................ F-57
Annex D: Unaudited condensed carve-out interim financial statements as of and for the nine-
month periods ended 30 September 2014 and 30 September 2013 .................................... F-59
Annex E: Report of the independent auditor to the management of 6 farms on the review of
the condensed carve-out interim financial statements as of and for the nine-month
periods ended 30 September 2013 and 30 September 2014 ............................................... F-97
Annex F: Unaudited balance sheet as per 30 September 2014 of the Guarantors and non-
Guarantors as at the Issue Date ......................................................................................... F-99
Annex G: Unaudited profit and loss account as per 30 September 2014 of the Guarantors and
Non-Guarantors as at the Issue Date ............................................................................... F-100
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NOTE ON DEFINED TERMS USED IN THIS OFFERING CIRCULAR
In this Offering Circular, unless otherwise indicated or the context requires otherwise, the following
terms have the following meanings assigned to them. In particular, capitalized terms set forth and
used in the section entitled "Terms and Conditions of the Notes" may have different meanings from
the meanings given to such terms and used elsewhere in this Offering Circular:
1.
Companies
"Alara"
Alara Tarim Ürünleri Sanayi ve Ticaret Anonim irketi, a joint
stock company (anonim irket) incorporated under the laws
of Turkey in 2000, registered with stanbul Trade Registry
under number 684865, having its registered office at Bahçeler
Sk. nci Apt. N.8 K.2 Ortaklar Cad. Mecidiyeköy, ili,
Turkey
"Bassan Packers"
Bassan Packers (Pty) Ltd, a private company incorporated
under the laws of republic of South Africa on 10 September
1985, registered with the Companies and Intellectual Property
Commission under number 1985/004184/07, having its
registered office at Tzana Park, Cnr Loop Street & Skirving
Street, Tzaneen 0850, South Africa
"The Fruit Farm Group"
The Fruit Farm Group B.V., a besloten vennootschap met
beperkte aansprakelijkheid incorporated under the laws of the
Netherlands on 25 November 2014, registered with the
Chamber of Commerce under number 61960926, having its
registered office at Handelsweg 20, 2988DB Ridderkerk, the
Netherlands
"De Weide Blik"
De Weide Blik NV, the ultimate parent company of the Univeg
Group, a naamloze vennootschap incorporated under the laws
of Belgium on 4 July 2013, registered with the Kruispuntbank
van Ondernemingen under number 0536.525.608, having its
registered office at Strijbroek 10, 2860 Sint-Katelijne-Waver,
Belgium
"Expofrut Brazil"
Expofrut Brasil Importadora e Exportadora Ltda., a limited
company incorporated under the laws of Brazil on 30
November 2006, registered with the Commercial Registry of
the State of Bahia, Brazil, under number 29202881037, having
its registered office at Rodovia Petrolina ­ Casa Nova,
KM50.1, Fazenda Europa, Zona Rural ZIP: 47300-000, in the
city of Casa Nova, State of Bahia, Brazil, Commercial Court
in the city of Casa Nova, State of Bahia, Brazil, enrolled with
the National Registry of Legal Entities of the Brazilian
Ministry of Finance ("CNPJ/MF") under nş 04.420.687/0001-
75
"FAI"
Food and Agriculture Industries N.V., a
naamloze
vennootschap incorporated under the laws of Suriname on 3
January 2014, registered with the Chamber of Commerce and
Industry under number 62307, having its registered office at
Lakatanweg BR 173, Jarikaba, Saramacca, Suriname
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