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Brazil Nut ePPNs

Brazil Nut ePP­Ns For fur­ther enquiries con­tact: investor@blackmanta.capital Access to a niche sus­tain­able agro strat­e­gy Reg­is­ter

Brazil Nut ePP­Ns | 8–13% Cash Yield

Brazil Nut ePP­Ns give access to a niche sus­tain­able agro strat­e­gy seek­ing strong cash returns, by lever­ag­ing the estab­lished and grow­ing Brazil nuts mar­ket. The large spread between raw nut pur­chase price and sale to whole­sale dis­tri­b­u­tion offers investors a quar­ter­ly cash yield in the range of 8–13% per annum with low down­side risks.

This niche sus­tain­able agro strat­e­gy seeks above infla­tion cash returns, by lever­ag­ing the estab­lished and grow­ing Brazil nut mar­ket. The approx­i­mate 50% spread between raw nut pur­chase price (from har­vesters in the Ama­zon) and sale to whole­sale dis­tri­b­u­tion offers good yield with low down­side risks.

 

A glob­al leader in the pro­duc­tion of Brazil nuts will act as the Pro­gram Man­ag­er, sourc­ing, pro­duc­ing and sell­ing the prod­uct to the mar­ket with state-of-art facil­i­ties and sales network.

The ePP­Ns rep­re­sent frac­tion­al ben­e­fi­cial inter­est in exist­ing, pur­chased raw Brazil nuts, and an oblig­a­tion of the Pro­gram Man­ag­er to process and dis­trib­ute the final prod­uct. The stan­dard quan­ti­ties sold are 16,000 kg of the final prod­uct, which rep­re­sent one ship­ping container.

 

Cash­flows are gen­er­at­ed by sale to whole­sale dis­tri­b­u­tion, where prof­it is shared between Pro­gram Man­ag­er and ePPN hold­ers on a quar­ter­ly basis.

HIGHLIGHTS

Quar­ter­ly dis­trib­uted cash-yield: The Issuer projects Brazil Nut ePP­Ns to pro­duce an annu­al yield in the range of 8–13%, dis­trib­uted quar­ter­ly to investors.
Mar­ket Leader: Brazil Nut ePP­Ns Pro­gram Man­ag­er, White Lion Food, owns 30% of the Brazil nut export mar­ket from Peru, and 9% of the glob­al mar­ket. A ver­ti­cal­ly-inte­grat­ed, tech­nol­o­gy-focused pro­duc­er, they acquire the high­est qual­i­ty nuts direct­ly from local har­vesters; then process, pack­age, export and deliv­er to over 30 countries.
Prof­it-Par­tic­i­pat­ing Cash Yield: Brazil Nut ePP­Ns funds will be used to pur­chase raw Brazil nuts from White Lion Foods, after being pur­chased direct­ly from har­vesters in the Ama­zon­ian rain for­est. White Lion Foods is con­tract­ed to process and deliv­er fin­ished nuts to mar­ket, and investors par­tic­i­pate direct­ly in the gross prof­it (spread between raw Brazil nuts price, dis­trib­uted quar­ter­ly as a cash yield).
Low Risk to Prin­ci­pal: Brazil Nut ePP­Ns hold­ers share in a frac­tion­al undi­vid­ed ben­e­fi­cial inter­est in the under­ly­ing Brazil nuts, there­fore there is lim­it­ed expo­sure to enter­prise risk of White Lion Foods. Addi­tion­al­ly, because the pur­chase price is usu­al­ly at least 30% below com­mod­i­ty spot prices, and all prod­uct is insured from stor­age through deliv­ery, the risk to prin­ci­pal is rel­a­tive­ly low.
Trad­abil­i­ty: Brazil Nut ePP­Ns are imme­di­ate­ly trad­able in peer-to-peer trans­ac­tions with oth­er eli­gi­ble investors includ­ing insti­tu­tion­al, pro­fes­sion­al or qual­i­fied investors (liq­uid­i­ty is depen­dent on the activ­i­ty of the sec­ondary market).

PROJECT OVERVIEW

The pro­ceeds from the issuance of the Notes will be used to pur­chase raw Brazil nuts from WHITE LION FOODS PTE. LTD., which ulti­mate­ly will enti­tle the Issuer to the own­er­ship of Brazil nuts and a share in the pro­ceeds from sale of the nuts after processing.

 

Issuer will use the pro­ceeds of the Notes to pur­chase month­ly dur­ing the har­vest sea­son allo­ca­tion up to 70% of Brazil nuts pur­chased from farm­ers by WHITE LION FOODS PTE. LTD. (“WLF”) incor­po­rat­ed and reg­is­tered in Sin­ga­pore with reg­is­tra­tion num­ber 201220949G, hav­ing its reg­is­tered office is at 1 George Street #16–01, Sin­ga­pore (049145).

 

The raw Brazil nuts, pre­vi­ous­ly acquired on behalf of WLF by their sub­sidiary, White Lion Nuts SAC (incor­po­rat­ed in Peru) , direct­ly from har­vesters in the Ama­zon rain­for­est, will be processed into a fixed num­ber of ship­ping con­tain­ers of processed Brazil nuts.

 

The Pro­gram Man­ag­er is respon­si­ble for all costs asso­ci­at­ed with the devel­op­ment, dis­tri­b­u­tion, and sale of the assets from their share of the prof­its. Investors’ returns are ring-fenced from all oth­er expense and lia­bil­i­ties in WLF’s business.

 

The Advi­sor on behalf of the Issuer gen­er­al­ly over­sees the Pro­gram Man­ag­er and the Pro­gram Manager’s prin­ci­pal ser­vice providers, but does not exer­cise day-to-day over­sight of the Pro­gram Man­ag­er nor such ser­vice providers.

BRAZIL NUT MARKET & TRENDS

Brazil nuts are har­vest­ed sea­son­al­ly, but pur­chased through­out the year. In addi­tion to being a food, the nuts have wide appli­ca­tions across cos­met­ics and hygiene (sham­poos, con­di­tion­ers, soaps, skin-care prod­ucts, etc…).

Due to the wide range of appli­ca­tions, the Brazil nut mar­ket has been con­sis­tent­ly grow­ing for many years.

Net Glob­al Brazil Nut Trade, 2020

ABOUT WHITE LION FOODS

White Lion Foods is the glob­al leader in the pro­duc­tion and expor­ta­tion of Brazil nuts. Incor­po­rat­ed in 2012 by British co-founders, Gareth Lloyd and Gre­go­ry Vick­ers, the com­pa­ny has expand­ed from a sin­gle site to 5 pro­duc­tion facil­i­ties in Peru and Brazil deliv­er­ing thou­sands of tons of fresh prod­uct to over 30 coun­tries across the globe.

 

In 2016, WLF incor­po­rat­ed White Lion Nuts S.A.C. in Tam­bopa­ta — Madre de Dios, Peru, and began acquir­ing land and build­ing a state-of-the-art pro­cess­ing facility.

 

WLF’s facil­i­ties are strate­gi­cal­ly posi­tioned in Brazil’s, Peru’s, and Bolivia’s Ama­zon region. By bas­ing facil­i­ties in prox­im­i­ty to the source, WLF is able to pro­cure the high­est qual­i­ty and fresh­est raw prod­ucts at the low­est prices — enabling them to deliv­er the high­est qual­i­ty end-prod­uct at a high­ly com­pet­i­tive price, while still main­tain­ing strong margin.

 

In 2019, WLF had grown to the point where they were pro­duc­ing 129 met­ric tons of Brazil nuts per year, amount­ing to a lit­tle under $1 mil­lion, or about 2.41% mar­ket share. The com­ple­tion of their pri­ma­ry fac­to­ry has enabled them to sig­nif­i­cant­ly increase that, to the point where they are on track to exceed 50% mar­ket share in 2023.

TEAM

Gareth Lloyd, Gre­go­ry Vick­ers, Amir Khay­at (from left to right)

Chair­man

Gareth, co-founder of the glob­al recruit­ment and con­sult­ing group Amo­r­ia Bond, is an inter­na­tion­al entre­pre­neur and busi­ness exec­u­tive. Hav­ing expand­ed Amo­r­ia Bond to trade in over 35 coun­ties glob­al­ly and gen­er­ate sales in excess of $100m annu­al­ly, Gareth has the exper­tise and resources to devel­op busi­ness­es on a glob­al scale. Hav­ing grad­u­at­ed from the Uni­ver­si­ty of Man­ches­ter in 2000 (where he met part­ner, Greg), Gareth has grown a busi­ness foot­print and prop­er­ty port­fo­lio across five continents.

Chief Exec­u­tive Officer

Since grad­u­at­ing from the Uni­ver­si­ty of Man­ches­ter, Greg has run sev­er­al suc­cess­ful ven­tures in the UK and has spent the last 15 years work­ing across Latin Amer­i­ca. Greg has been at the heart of the busi­ness since its incep­tion, respon­si­ble for the acqui­si­tion of land, con­struc­tion of facil­i­ties, set­up and recruit­ment, and remains an active main share­hold­er. Flu­ent in Por­tuguese and Span­ish, Greg is an inter­na­tion­al sales and oper­a­tions exec­u­tive whose glob­al expe­ri­ence has helped the Com­pa­ny expand rapid­ly. Greg is based out of Peru.

Chief Finan­cial Officer

A char­tered accoun­tant by back­ground, Amir has accu­mu­lat­ed a wealth of inter­na­tion­al expe­ri­ence and exper­tise since grad­u­at­ing from Man­ches­ter Busi­ness School and train­ing with KPMG in the UK. Amir has held senior finance posi­tions respon­si­ble for build­ing and devel­op­ing finance func­tions with pub­licly list­ed, pri­vate equi­ty backed and SME com­pa­nies. His skills span finan­cial report­ing, tax­a­tion, com­pli­ance, cor­po­rate finance and M&A across sev­er­al sec­tors includ­ing agri­cul­ture, pow­er, engi­neer­ing, oil & gas and pro­fes­sion­al services.

FINANCIAL INFORMATION

Brazil Nut ePP­Ns are prof­it-par­tic­i­pat­ing notes, rep­re­sent­ing 100% own­er­ship of the cor­re­spond­ing amount of Brazil nuts, sourced, processed and man­aged by White Lion Foods PTE LTD.

 

The prof­it is the dif­fer­ence between the aver­age sale price in the month of sale and the aver­age pur­chase price in the month of purchase.

 

The dis­tri­b­u­tion of prof­its is such that 50% of the prof­it up to 110% of the pur­chase price is attrib­uted equal­ly to the Issuer and the Pro­gram Manager.

 

If there is any addi­tion­al prof­it, 13% of all addi­tion­al prof­it is retained by the Issuer, and the remain­der is paid to the Pro­gram Manager.

 

The expect­ed annu­al yield for Brazil Nut ePP­Ns investors on their invest­ment is in the range of 8% — 13% with a quar­ter­ly dis­tri­b­u­tion of prof­its. (see Brazil Nut ePP­Ns Yield Pro­jec­tions doc­u­ment for details)

Step 1: Reg­is­ter and qual­i­fi­ca­tion as pro­fes­sion­al investor

Euro­pean investors inter­est­ed in pur­chas­ing Brazil Nut ePP­Ns must reg­is­ter with BMCP GmbH and qual­i­fy as a pro­fes­sion­al client accord­ing to Annex II of DIRECTIVE 2014/65/EU.

 

Investors can sub­scribe to Brazil Nut ePP­Ns using the Globa­cap plat­form (the “Globa­cap Plat­form”) acces­si­ble through the Inter­net. You will receive a reg­is­tra­tion email with fur­ther infor­ma­tion about the qual­i­fi­ca­tion process with links to the Globa­Cap plat­form after reg­is­tra­tion on on this land­ing page.

 

The Globa­cap Plat­form is oper­at­ed by (and its relat­ed ser­vices are pro­vid­ed by) Globa­cap Lim­it­ed, reg­is­tered and incor­po­rat­ed in Eng­land, with its offices at 322 High Hol­born, Lon­don WC1V 7PB, Unit­ed King­dom (“Globa­cap”). Globa­cap is reg­u­lat­ed by UK Finan­cial Con­duct Author­i­ty with FCA No: 811661. Investors must reg­is­ter an indi­vid­ual or insti­tu­tion­al account at the Globa­cap Plat­form to sub­scribe, hold, receive dis­tri­b­u­tions and redeem Brazil Nut ePPNs.

 

Step 2: Know Your Cus­tomer (KYC) and Anti-Mon­ey Laun­der­ing (AML) Compliance

We will walk you through a quick and easy iden­ti­fi­ca­tion and accred­i­ta­tion process online. This process pro­tects investors and ensures the integri­ty of the com­pa­ny. All poten­tial investors must pro­vide such infor­ma­tion to IDAP Alter­na­tive Invest­ment S.à r.l., as set forth in the Sub­scrip­tion Form to allow the Com­pa­ny to con­duct its required KYC and AML analy­sis and to oth­er­wise con­firm that the investor sat­is­fies any oth­er suit­abil­i­ty require­ments. IDAP Alter­na­tive Invest­ment S.à r.l. reserves the right to reject any invest­ment at its sole discretion.

 

Step 3: Com­plete sub­scrip­tion process
Investors must read the Pri­vate Place­ment Mem­o­ran­dum (PPM) and Sub­scrip­tion Form of IDAP Alter­na­tive Invest­ment S.a r.l..

 

Step 4: Pur­chase Brazil Nut ePPNs
Send USD, EUR or GBP to Globa­cap as the cus­to­di­an and Pay­ing Agent of Brazil Nut ePP­Ns and obtain an eco­nom­ic inter­est in the Brazil Nut project in the form of Brazil Nut ePPNs.

Brazil Nut ePPNs

Tar­get Fund Raise

USD 10,000,000

For pro­fes­sion­al investors from

Datei:Flag of Europe.svg – Wikipedia Euro­pean Union

Issuer IDAP Alter­na­tive Invest­ments S.à r.l. (Ari­on)
Juris­dic­tion Lux­em­bourg
Total Invest­ment Volume $10,000,000
Min. Invest­ment Amount $5,000
Max. Invest­ment Amount $10,000,000
Instru­ment Type Prof­it-Par­tic­i­pat­ing Note
Denom­i­na­tion $5,000
Expect­ed Annu­al Yield 8–13%, paid quarterly
Cur­ren­cies USD, GBP, EUR
End of Offering 31 March 2023
Term 3 years
Matu­ri­ty 30 April 2026
Sec­ondary Trading Yes
For gen­er­al ques­tions about Secu­ri­ty Token Offer­ings please read our FAQs or Con­tact us.
Investor Doc­u­men­ta­tion

Slide Reg­is­ter

Inter­est­ed investors must reg­is­ter and qual­i­fy as pro­fes­sion­al client accord­ing to Annex II of DIRECTIVE 2014/65/EU. A pro­fes­sion­al client is a client who pos­sess­es the expe­ri­ence, knowl­edge and exper­tise to make its own invest­ment deci­sions and prop­er­ly assess the risks that it incurs.

If qual­i­fied as a pro­fes­sion­al client, BMCP will con­tact you directly.

Legal Infor­ma­tion

The infor­ma­tion of this ePP­Ns Offer­ing is exclu­sive­ly intend­ed for per­sons who are not locat­ed in or res­i­dent of cer­tain oth­er restrict­ed juris­dic­tions, and who are oth­er­wise per­mit­ted to receive such information.

 

Accord­ing to Arti­cle 1 (4) of the EU Prospec­tus Reg­u­la­tion (Reg­u­la­tion (EU) 2017/1129 of the Euro­pean Par­lia­ment and of the Coun­cil of 14 June 2017 on the prospec­tus to be pub­lished when secu­ri­ties are offered to the pub­lic or admit­ted to trad­ing on a reg­u­lat­ed mar­ket, and repeal­ing Direc­tive 2003/71/EC), there is no oblig­a­tion to pub­lish a prospec­tus if the secu­ri­ties are only offered to legal enti­ties or indi­vid­u­als which are “qual­i­fied investor” as defined in the Prospec­tus Regulation.

 

Globa­cap Lim­it­ed, incor­po­rat­ed and reg­is­tered in Eng­land and Wales with reg­is­tra­tion num­ber 11046987, whose Reg­is­tered Office is at 322 High Hol­born, Lon­don WC1V 7PB, Unit­ed King­dom, with FCA No: 811661, acts as Autho­rized Arranger in the Unit­ed King­dom for investors from the Unit­ed Kingdom. 

 

The infor­ma­tion of this ePP­Ns Offer­ing does not con­sti­tute an offer or an invi­ta­tion to pur­chase secu­ri­ties in any juris­dic­tion in which such offer or invi­ta­tion is not autho­rised or to any per­son to whom it is unlaw­ful to make such offer or invi­ta­tion. Users of this infor­ma­tion are request­ed to inform them­selves about and to observe any such restrictions. 

 

An invest­ment involves con­sid­er­able risks and can lead to the com­plete loss of the assets invest­ed. In the inter­ests of risk diver­si­fi­ca­tion, only those amounts of mon­ey should be invest­ed that are not required or expect­ed to be returned in the near future. How­ev­er, the risk is lim­it­ed to the invest­ment sum made and there is there­fore no oblig­a­tion to make addi­tion­al contributions.

 

The Issuer is sole­ly respon­si­ble for all con­tents and infor­ma­tion pro­vid­ed regard­ing the offer­ing. BMCP GmbH acts as a pure inter­me­di­ary and assumes no lia­bil­i­ty for the accu­ra­cy of the pro­vid­ed con­tent. BMCP GmbH works on a suc­cess fee basis of up to 5% of raised capital. 

DISCLAIMER

 

THIS PAGE DOES NOT CONSTITUTE AN OFFER OF SECURITIES OR A SOLICITATION OF AN OFFER TO PURCHASE SECURITIES MADE TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. THE DISTRIBUTION OF THIS OFFERING IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. FAILURE TO COMPLY WITH SUCH RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF THE RELEVANT JURISDICTION. NO ACTION HAS BEEN OR WILL BE TAKEN TO ALLOW A PUBLIC OFFERING OF SECURITIES IN ANY JURISDICTION. THE SECURITIES ARE INTENDED TO BE DISTRIBUTED ONLY ON A PRIVATE PLACEMENT BASIS.

 

THE OFFERING IS ONLY AVAILABLE TO INSTITUTIONAL OR PROFESSIONAL INVESTORS WHO HAVE EXPRESSED AN INTEREST IN INVESTING IN THE OFFERING.