NRF’s US subsidiary to invest in Turtle Island Foods (“TIF”) Opportunity to become the World's Top 5 Plant-based Food Producer with plans to raise capital in the leading US stock markets

27 April 2022

NR Instant Produce Public Company Limited (NRF), a leading food and seasoning manufacturer and exporter, approved for a subsidiary of Nove Foods registered in the United States to enter into financial assistance and investment in Turtle Island Foods, SPC (“TIF”), the 4th largest producer of plant protein food products in the United States, with a loan limit of not more than USD 35 million and opportunity to invest in TIF in the future. This transaction opens an opportunity for NRF to become the world's top 5 plant protein food producer. Also, NRF plans to bring in a subsidiary to raise funds in leading stock markets in the United States.

Mr. Dan Pathomvanich, Chief Executive Office of NR Instant Produce Public Company Limited (NRF), serving as a manufacturer supplier and seller of food seasoning products, ready meals, Seasoning ,environmentally friendly food, Ready-to-cook and ready-to-eat food, Instant beverages, powder and water, said that Board of Directors meeting approved for a subsidiary of Nove Foods to be established subsidiary in the United States, which is a wholly-owned subsidiary of NRF, to enter into a term sheet with the intention to provide financial assistance and invest in Turtle Island Foods, SPC (“TIF”), the 4th largest producer of plant-based in the United States. The rationales to invest in TIF are a potential to be a leading company in the plant-based food industry, manufacturing facilities in the United States, distribution channels a strong brand equity with the top sales rank in the US plant-based food industry market Plant-based and an opportunity to acquire TIF in the future. By the nature of the transaction, TIF will utilize the funds provided by NRF to repay the original loan from financial institutions and for working capital of TIF.

For details of this transaction, the senior term loan with collateral and specific tenor payment shall be made in US Dollar (USD) with a loan limit of USD 35 million (approximately THB 1,187.2 million) excluding loan-related fees. At any time during its tenor, the Interest rate shall not be lower than the Company’s source of fund. The interest rate in the 1st year shall be fixed and the interest rate in the 2nd shall be float based on market conditions. Terms and tenor shall not exceed 36 months from the date of the drawdown. Also, the transaction is expected to be completed within the second quarter of 2022. However, for this financial assistance, the Company has a plan to prepare the issuance of unsecured senior debenture which will be strictly in accordance with requirements and approval of The Securities and Exchange Commission, Thailand (SEC) and other related agencies as applicable.

However, the Company is entering into a transaction to provide financial assistance to TIF, which will give the Company the right to convert such loan into an investment in TIF (or based on an equivalent principles of conversion). The Company's and TIF's counsel are still in discussion regarding details and process of the conversion to comply with the law in the United States.มีหลักการที่เทียบเท่ากับการแปลงสภาพ) ทั้งนี้รายละเอียดและขั้นตอนการแปลงสภาพยังอยู่ในขั้นตอนปรึกษากับที่ปรึกษาทางกฎหมายของบริษัทฯและผู้ขาย เพื่อให้สอดคล้องหลักกฎหมายในประเทศสหรัฐอเมริกา

Chief Executive Officer of NRFadded that TIF produces and distributes plant-based products under “Tofurky” and “Moocho” brands throughout the United States. Moreover, TIF products are among the top selling food in the US plant-based market. The product portfolio of TIF consists of deli slices, sausages, chicken, cheese, etc. Also, TIF sells and markets its products through multiple distribution channels as well as major players in the US retailers and supermarkets such as Walmart and Kroger. To emphasize professional management, TIF’s management team has more than 10 years of experience in plant-based food leading to more understanding in the business.

This investment enhances NRF's leadership capabilities in Plant-based Food, enables NRF to become the world's top 5 plant-based protein food producer, strengthen and increase competitive advantages and potentials for both companies. This cooperation is in line with the NRF's geographic strategy focusing on expanding markets and production bases to other regions to support the needs of customers as well as to reduce the impact of logistics issues. The investment in TIF is considered an important strategic move of the Company which promotes the company's strategy to bring the subsidiary to be listed on the leading stock exchange in the United States in the future.