NUTRYFARM International, which is under judicial management, has entered into a restructuring agreement with investor Corpbond IV to settle its creditors’ claims, its judicial manager said in a bourse filing on Monday (Jul 15).
Nutryfarm, which manufactures and distributes nutrition and health food products, as well as durians, has been under judicial management since June 2022.
According to the terms of the restructuring agreement, both Nutryfarm and Corpbond have agreed to pay each creditor a lump sum payment of 20 per cent of their approved claim in cash, rounded up to the nearest dollar.
Corpbond will pay the cash consideration to each creditor, while each creditor shall assign, novate and/or otherwise transfer its claim in full and unconditionally to Corpbond. Following this, each creditor shall have no further claims against Nutryfarm.
The restructuring is conditional upon fulfilment and satisfaction of several condition precedents on or before the long-stop date or the extension date.
Among them are the judicial management order remaining in full force and effect, as well as court approval being obtained by the judicial manager or Nutryfarm, if required under applicable laws for Corpbond to make the payment of the cash consideration to each creditor.
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If any condition precedents have not been fulfilled by the long-stop date or the extension date, the restructuring agreement will cease and determine, and no party shall have any claim against the other parties for costs, damages, compensation or otherwise.
In addition, the agreement may be terminated by Nutryfarm or Corpbond if any competent court has issued an injunction or order restraining or prohibiting the transactions contemplated under the agreement.
It can also be terminated by either party if there is any material breach of obligations or warranties on the part of Nutryfarm or Corpbond. Corpbond also has the right to terminate the agreement if there is any material breach of the creditors’ obligations or warranties.
On the other hand, the restructuring agreement, other than the survival clauses, shall automatically terminate if the condition precedents have not been satisfied by the long-stop date or the extension date, whichever later, or if Nutryfarm is placed into liquidation.
In the event of the automatic termination of the restructuring agreement, none of the parties shall have a claim against the other for costs, damages, losses, compensation or otherwise.
Trading in Nutryfarm’s shares has been suspended since Apr 11, 2022. Its shares last traded at S$0.085 on Apr 4, 2022.
