News and Press Releases

Tri-way Industries Modifies its Previously Issued Press Release Related to a Share Dividend to Sino Agro Food, Inc. Shareholders

Nov 7, 2018

In a press release issued on October 5, 2018 (the “Release”), TRW reported its intention to conduct a share dividend distribution to shareholders of SIAF consisting of its own ordinary shares.

 

Specifically, TRW announced that the distribution to shareholders of SIAF would be based on the exercise of its option to liquidate outstanding debt owed SIAF of USD 62,338,065, covering certain of its accounts payable and other payables owed SIAF.

TRW hereby withdraws the record date set forth in the Release, as it has been advised that certain aspects of the proposed transaction need to be evaluated further in light of United States regulatory requirements and other steps may have to be taken before the distribution is initiated. TRW still intends to have its shares distributed to SIAF’s
shareholders and will keep its own shareholders and the public at large updated on this matter as it deems necessary or advisable.

Tri-way Industries Limited Announces Share Dividend to Sino Agro, Inc. Shareholders 18.3% of Tri-way Industries Limited Shares to be Distributed

Oct 5, 2018

Tri-way Industries Limited is pleased to announce a share dividend distribution to shareholders of its Associate in Investment, Sino Agro Food, Inc. (“SIAF”), based on exercising its option to liquidate outstanding debt owed SIAF of USD 62,338,065, covering both a portion or all of accounts payable and other payables owed SIAF, to date. TRW elected to exercise the option to distribute TRW common shares in lieu of paying a cash dividend, and/or a cash plus share dividend against the USD 62,338,065, the option of which had been granted by SIAF to TRW as part of its agreement with TRW to see its debt repaid in the best interest of both parties. Repayment of the USD 62,338,065 debt outstanding represents an 18.3% ownership distribution in TRW to owners/shareholders of SIAF.


The distribution of TRW shares to each shareholder of SIAF is predicated on two variables; namely, the total issued and outstanding shares of SIAF as of October 31, 2018, that is the “Record Date,” and the number of SIAF shares individually held under each SIAF shareholder’s account in order to determine the ratio of shares of SIAF required to be owned in order to receive one (1) share of TRW as well as the total number of TRW shares to be received by each individual shareholder. For example, if the total number of issued and outstanding (“I/O”) common shares of SIAF as of October 31, 2018 is 47,000,000 shares, and the total number of TRW shares, valued at the date of carve-out (October 5, 2106) at US3.40645 per share, to be distributed to satisfy the US$62,338,065 debt outstanding is 18,300,000, this equates to a share ratio distribution of one (1) share of TRW for every 2.56831 shares of SIAF held by SIAF common shareholders on October 31, 2018. Thus, a common shareholder possessing 100 shares of SIAF on October 31, 2018 would be eligible to receive 39 common shares of TRW. That is, 100 SIAF shares divided by 2.56831 equals 38.936 TRW common shares that when rounded up to the nearest whole share provides, for this example shareholder, a share dividend of 39 TRW common shares.

The 18,300,000 (that is, 18.3% ownership in TRW) shares of TRW will be distributed to those shareholders of record as of October 31, 2018 eligible to receive dividend shares in two (2) tranches, namely, tranche one of 15.01% ownership based on the estimated total number of SIAF shares I/O of approximately 47m shares, i.e. approximately 15.01m total TRW shares paid against an approximate 39m SIAF shares eligible for dividend pay-out, to be registered individually under each SIAF shareholder’s name with TRW’s company registrar in book-entry form on the distribution pay-date of November 14, 2018, and the remaining balance of 3.29% ownership, i.e. an approximate 3.29m TRW shares via tranche two at a later pay-date, to be determined. The second tranche distribution date is predicated on the date that SIAF completes its outstanding debt obligation payment to third-party lenders holding shares of SIAF as collateral, that is 8,445,435 SIAF shares, that are required to be returned to SIAF along with any and all dividend shares that had / have been distributed / received against those shares, which, under the current example, represents an approximate 3.29m TRW common shares becoming available for distribution to SIAF shareholders holding the aforementioned 39m shares eligible to receive dividends. Once the 3.29m TRW shares have been returned to SIAF the distribution / pay-date of the second tranche of TRW shares will be announced and processed in book-entry form with the Company registrar for those same shareholders of SIAF record as of October 31, 2018.

Other points to emphasize resulting from the TRW common share dividend distribution of interest to SIAF shareholders as of October 31, 2018:

  1. The reportable value of TRW shares being distributed to SIAF shareholders on November 14, 2018 is US$1.33 per each common share of SIAF based on the assessed value of USD 3.40645 per TRW share as at its carve-out date from SIAF on October 5, 2016.
     

  2. No certificates of TRW share ownership will be assigned / distributed. Rather, all TRW shares will be registered / recorded in book-entry form (only) by TRW’s company registrar on November 14, 2018 (TRW’s share dividend pay-date) for its first tranche distribution, and the same procedure followed for its second tranche distribution, once SIAF has met its debt obligation payment, in full, to its third-party lenders and the TRW dividend shares having been returned by the third-party lenders to SIAF making those shares available for distribution.
     

  3. SIAF common shareholders who have received common shares of TRW will be able to access an individualized web-page at some point prior to year-end 2018 to see their share balance displayed along with any private transactions they might initiate between themselves and buyers / sellers of TRW shares subtracted from and / or added to the balance of shares recorded under their name on November 14, 2018.

    The details of when and how to access one’s individualized web page will be disseminated by TRW via press release once those pages go live and become available.
     

  4. For those SIAF shareholders whose account(s) holding SIAF shares are held in trust with Forsakringsaktiebolaget Avanza Pension or others pension trusts of similar structure, the pension trust fund shall be instructed by the Company’s registrar to communicate / transmit the current number of SIAF shares held under each individual’s name / account invested in trust to allow the Company registrar to calculate / determine the number of TRW shares assignable to those individual shareholders. For those shareholders whose shares are beneficially held in street name through their brokerage firm(s), the number of SIAF shares held by each individual will be communicated / transmitted to the Company’s registrar by SIAF’s transfer agent (Broadridge Financial Solutions, Inc.), again to allow the Company registrar to calculate / determine the number of TRW shares assignable to those individual shareholders. Shareholders are encouraged to assess the number of TRW shares displayed in book-entry form on their web-page against the number of TRW shares that they are owed based on the ratio of SIAF shares required to attain one share of TRW, the ratio number of which will be made public / known as of October 31, 2018 once the total number of I/O shares of SIAF is established and the ratio calculated. Any discrepancy found should be communicated to the Company registrar via email, the address of which will be communicated when the ratio number is disseminated to the public.”

Tri-way Industries Ltd. Completes Share Registration

Aug 21, 2017

GUANGZHOU, China-- Sino Agro Food, Inc. (OTCQX: SIAF | OSE: SIAF-ME), a specialized investment company focused on protein food including seafood and cattle, is pleased to announce that its former subsidiary, Tri-way Industries (“TW”), in which Sino Agro Food, Inc. holds a 36.6% ownership interest, has completed registration of its shares.

As anticipated in the Company PR issued August 17, 2017, shares of Tri-way Industries Ltd. have been officially registered with the Hong Kong Company Registrar. Sino Agro Food’s (“SIAF”) 36.6% holding in Tri-way is now secured.

Tri-way will continue to provide updates on its progress, as they materialize.

Tri-way Industries Updates Dividend Distribution

Aug 17, 2017

Tri-way’s Filing to HK Company Registry
Tri-way Industries Ltd. is near completion of all requisite documents and documentation pertaining to the allocation of its ownership and fully paid-up capital (US$340.5 million) to its respective owner-partners, to be filed with the Hong Kong Company Registrar sometime within the next ten (10) days. Upon its filing, Sino Agro Food’s (“SIAF”) 36.6% holding in Tri-way is officially secured.

The F-1 Registration Statement
Regarding the F-1 registration process, Tri-way, with the assistance of its attorneys, is in the process of completing an F-1 for initial filing. The filing, as well as its amendments, will be available for public viewing on the Securities and Exchange Commission’s EDGAR website.

The HK Company Secretary
Cosmo Corporate Service HK Limited (“Cosmo”) is the secretary service company of Tri-way. Cosmo performs similar functions to those provided by a transfer agent in the U.S., such as those carried out by Broadridge Financial for SIAF.

After having met regulatory conditions/approval for its dividend share distribution, the Company will instruct Cosmo to directly register shares in book-entry form for their list of shareholders with the HK Company Registrar.
Matters related to custodian actions to be taken by beneficiaries acting on behalf of their clients, such as Forsakringsaktiebolaget Avanza Pension, Nordnet Pensionsförsäkring AB, etc.; individual shareholders of TW and relevant items or steps pertaining to them; and the availability of services provided by Cosmo to any shareholder of TW will be forthcoming in later notices from the Company, as warranted.
There are many steps required to effectuate Tri-way’s dividend share distribution. As they materialize, updates will continue to be provided on TW’s progress.

Tri-way Industries Updates Plans-Upgraded Fish Species Developed at Aquafarm 2

Aug 9, 2017

Tri-way Industries (“Tri-way”) has updated plans for its Aquaculture Farm 1 (“AF1”) and Aquaculture Farm 2 (“AF2”).

In addition to production, AF2 houses Tri-way’s research and development facility, where new species are tested for commercial viability. One of the advantages of the indoor A Power Recirculating Aquaculture System (“APRAS”) is the flexibility to harvest different seafood species, enabling Tri-way to adapt to changes in pricing and supply conditions. Two new fish species are currently being grown successfully  at Aquaculture Farm 2. These are highlighted in a new television segment aired by Guangzhou NanFang TV, the latest in a series:

http://www.sinoagrofood.com/content/AF1-2_2017

Pearl Grouper

Pearl Grouper is a tropical marine species, growing mainly along the southern coasts of China during the warm seasons. Yet the APRAS technology has demonstrated the ability to grow them successfully inland and indoors. This is a commercially attractive species in the long term, as restaurant demand drives estimated consumption upward of 0.5 million MT/year in China. Wholesale prices are expected to sustain at USD 10-12/kg and to generate reasonably strong and consistent profit margins all year long.
Tri-way intends to dedicate all of the 16 APM units at its AF1 facility in Enping to raising a branded Pearl Grouper product. Stock is purchased from coastal farms at 350 to 500 gram/fish, then fattened and grown to 1.2 to 1.4 kg, the optimal size for restaurants. The key benefit of this species is its fast growth rate in APM tanks, targeting 45 days, or an inventory turnover of 8 cycles per year with a capacity of 20,000 fish per APM unit per cycle.

Empurau

At AF2, Tri-way is currently raising thousands of Empurau an especially prized delicacy. Empurau is a native species of fish originated from Malaysia and well-known there for the last century. Empurau translates as “unforgettable,” because of its unique and unforgettable taste.

The Empurau population has been dwindling in its native habitat as a result of hunting by anglers, fishers and others, mainly as a result of the high demand and premium pricing this species fetches from the market. Triway’s effort, if goes as planned, will contribute toward helping to curb the decimation of its wildlife population, while maintaining production at levels capable of continually garnering a premium return from the market.

With dwindling supplies in its native habitat and high demand, the current wholesale market price in Malaysia for wild-captured live Empurau is USD 320/kg. Adding supply of aquaculturally grown makes it difficult to predict long-term commercial viability, as the optimal market size is 2 kg, such that current supplies at AF2 reach maturity in mid 2018. Though slow growing, the key benefits of this species are price and the positive branding effect of adding a super high-end fish to Tri-way’s product line of safe, healthy, indoor harvested seafood.

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