0001062993-17-001816.txt : 20170411 0001062993-17-001816.hdr.sgml : 20170411 20170411120403 ACCESSION NUMBER: 0001062993-17-001816 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20170411 FILED AS OF DATE: 20170411 DATE AS OF CHANGE: 20170411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANRO CORP CENTRAL INDEX KEY: 0001286597 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32399 FILM NUMBER: 17755400 BUSINESS ADDRESS: STREET 1: 1 FIRST CANADIAN PLACE STREET 2: 100 KING STREET WEST, SUITE 7070 CITY: TORONTO STATE: A6 ZIP: M5X 1E3 BUSINESS PHONE: 416-366-2221 MAIL ADDRESS: STREET 1: 1 FIRST CANADIAN PLACE STREET 2: 100 KING STREET WEST, SUITE 7070 CITY: TORONTO STATE: A6 ZIP: M5X 1E3 6-K 1 form6k.htm FORM 6-K Banro Corporation.: Form 6-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2017.

Commission File Number 001-32399

BANRO CORPORATION
(Translation of registrant’s name into English)

1 First Canadian Place
100 King Street West, Suite 7070
Toronto, Ontario, Canada
M5X 1E3
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F [X]     Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):[   ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):[   ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  BANRO CORPORATION
   
  /s/ David Langille
Date: April 11, 2017 David Langille
  Chief Financial Officer

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INDEX TO EXHIBITS

99.1 Report of Voting Results – Preference Shareholders' Meeting
99.2 Report of Voting Results – Common Shareholders' Meeting
99.3 Report of Voting Results – Noteholders' Meeting

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EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Banro Corporation.: Exhibit 99.1 - Filed by newsfilecorp.com

BANRO CORPORATION (the “Corporation”)

Special Meeting of Series A Preference Shareholders and Series B Preference Shareholders held
on March 31, 2017

Report of Voting Results

In accordance with section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, this report briefly describes the matter voted upon and the outcome of the votes at the special meeting of the holders of Series A Preference Shares and Series B Preference Shares of the Corporation held on March 31, 2017 (the “Meeting”).

The following matter was put to a vote by ballot at the Meeting:

Brief Description of the Matter Voted Upon Outcome of Vote Percentage of Votes Cast
       
    For Against
1.

Special resolution, the full text of which is set forth in Appendix B of the Management Information Circular of the Corporation dated February 27, 2017 (the “Circular”), approving an arrangement (the “Arrangement”) pursuant to Section 192 of the Canada Business Corporations Act, which Arrangement is more particularly described in the Circular.

•

Votes cast by holders of Series A Preference Shares and Series B Preference Shares voting as a single class

Carried 1,280,100
(100.00%) 		0
(0.00%)
•

Votes cast by holders of Series B Preference Shares

Carried 1,200,000
(100.00%) 		0
(0.00%)

EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Banro Corporation.: Exhibit 99.2 - Filed by newsfilecorp.com

BANRO CORPORATION
(the “Corporation”)

Special Meeting of Common Shareholders held on March 31, 2017
Report of Voting Results

In accordance with section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, this report briefly describes the matters voted upon and the outcome of the votes at the special meeting of the holders of common shares of the Corporation held on March 31, 2017 (the “Meeting”).

The following matters were put to a vote by ballot at the Meeting:

Brief Description of the Matter Voted Upon

Outcome of Vote Percentage of Votes Cast
         
      For Against
1.

Resolution, the full text of which is set forth under Resolution 1 of Appendix C of the Management Information Circular of the Corporation dated February 27, 2017 (the “Circular”), approving the issuance of new common shares in connection with the arrangement (the “Arrangement”) pursuant to section 192 of the Canada Business Corporations Act, which is more particularly described in the Circular (excluding votes cast by persons who are not Disinterested Shareholders (as defined in the Circular)).

Carried 41,736,228
(92.25%) 		3,506,976
(7.75%)
 

 

      
2.

Resolution, the full text of which is set forth under Resolution 2 of Appendix C of the Circular, approving a recapitalization transaction (the “Recapitalization”), which Recapitalization is more particularly described in the Circular (excluding votes cast by persons (a) whose votes must be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions or (b) who are not Disinterested Shareholders).

Carried 41,804,096
(92.40%) 		3,439,108
(7.60%)
 

 

      
3.

Resolution, the full text of which is set forth under Resolution 3 of Appendix C of the Circular, approving the amendment of the Shareholders’ Rights Plan of the Corporation such that it terminates automatically in accordance with the Arrangement, which is more particularly described in the Circular (excluding votes cast by persons who may be considered to be not Independent Shareholders (as defined in the Shareholders’ Rights Plan).

 Carried 41,803,269
(92.40%) 		3,439,935
(7.60%)


4.

Special resolution, the full text of which is set forth under Resolution 4 of Appendix C of the Circular, authorizing the board of directors of the Corporation, in its sole discretion at any time up to one year following the date of the Meeting, to consolidation the common shares of the Corporation at a ratio of ten (10), or such lesser number as is determined by the board of directors of the Corporation, to one (1), which is more particularly described in the Circular.

Carried 166,157,433
(88.61%) 		21,352,154
(11.39%)

EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 Banro Corporation.: Exhibit 99.3 - Filed by newsfilecorp.com

BANRO CORPORATION
(the “Corporation”)

Meeting of Holders of the 10% Senior Secured Notes due March 1, 2017 of the Corporation held on
March 31, 2017

Report of Voting Results

In accordance with section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, this report briefly describes the matter voted upon and the outcome of the votes at the meeting of the holders of the 10% Senior Secured Notes due March 1, 2017 of the Corporation held on March 31, 2017 (the “Meeting”).

The following matter was put to a vote by ballot at the Meeting:

Brief Description of the Matter Voted Upon Outcome of Vote Percentage of Votes Cast
         
      For Against
1.

Special resolution, the full text of which is set forth in Appendix A of the Management Information Circular of the Corporation dated February 27, 2017 (the “Circular”), approving an arrangement (the “Arrangement”) pursuant to Section 192 of the Canada Business Corporations Act, which Arrangement is more particularly described in the Circular.

Carried 149,360,000
(99.12%) 		1,333,000
(0.88%)