British International Investment (BII) and Valency International Pte. Limited Merger Notification

The Proposed Merger

The proposed transaction relates to the proposed equity injection of $15,000,000 (Fifteen Million US Dollars) by British International Investment Plc (BII or the Acquirer), a company incorporated in England and Wales with registration number 3877777 and registered address 123 Victoria Street, London SW1E 6DE, into Valency International Pte. Limited (Valency International or the Target), a company incorporated in Singapore with registration number 200702113R and registered address 10 Anson Road, #18-26 International Plaza, Singapore 079903; in exchange for up to an 11% equity stake in the Target (the Proposed Merger). In doing so, the Acquirer will indirectly acquire up to 11% stake in the Nigerian Subsidiary, Valency Agro Nigeria Limited (Valency Nigeria).

The Parties BII is the UKs development finance institution and impact investor that invests to create more productive, sustainable and inclusive economies in Africa, Asia and the Caribbean, enabling people in those countries to build better lives for themselves and their communities. BII currently partners with over 1,500 businesses in emerging economies, and has total assets of 8.1 billion.

The Target is an integrated agricultural commodity group with a strategic geographical footprint to support 21 products across 40 markets and 18 offices. It is an integrated supply chain manager with global reach, diversified product range with differentiated presence across the value chain from origination & supply to processing and distribution / branded retail.

Strategic and Economic Rationale for the Proposed Merger BII's investment is intended to finance the Target's agri-commodity processing and warehousing infrastructure in Nigeria. In addition to the capital investment, the current owners of Valency International are seeking a long-term partner to help further develop the business and drive its next phase of growth. Valency International has focused on enhancing its sustainability profile, and accordingly has expressed interest in partnering with a like-minded investor who shares its views on ESG, sustainability, and creating quality jobs in rural areas of Nigeria, with preference for a development finance institution.