SUG Sucro Limited

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the senior officer announced by Sucro on November 29, 2023, which were not accepted by the senior officer and have been withdrawn.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.

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.

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