| Thu 1 Feb 2024, 13:44 | | Approval of APS Relating to Listing and Issue of New Tranche of Sukuk Notes |
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Approval of APS Relating to Listing and Issue of New Tranche of Sukuk Notes
AGRARIUS SUSTAINABILITY ENGINEERED (RF) LIMITED
Incorporated in the Republic of South Africa with limited
liability
(Registration Number: 2022/521382/06)
JSE Alpha Code: "AGRIB1"
ISIN: ZAG000202797
LEI: 378900376E9ADF2BD166
("Agrarius" or "the Company")
APPROVAL OF THE APPLICABLE PRICING SUPPLEMENT RELATING TO THE LISTING AND ISSUE
OF A NEW TRANCHE OF SENIOR SECURED, FLOATING RATE SUSTAINABILITY-LINKED
ASSET-BACKED SUKUK NOTES
The Company hereby advises that the JSE Limited ("JSE") has granted approval to the Company for an applicable
pricing supplement ("APS") relating to the issue of a new tranche of senior, secured, floating rate sustainability
linked asset-backed Sukuk notes ("AGRIB1 Sukuk") under the Company's Shariah compliant, sustainability
focussed asset-backed note programme ("Note Programme"). The Note Programme was registered and approved
by the JSE on 19 September 2022.
Save to the extent specifically stated otherwise, capitalised terms in this announcement shall bear the meanings
assigned to them in terms of the AGRIB1 Sukuk APS and Note Programme documentation.
Copies of the Note Programme documentation, the AGRIB1 Sukuk APS, including the Agrarius Sustainability-linked
Sukuk Framework and the Independent Sustainability Advisor's signed opinion can be downloaded from the
Company's website by accessing the following link: https://www.27four.com/agrarius/investorcentre.
The listing and trading of the AGRIB1 Sukuk will commence at 09h00 on Friday, 2 February 2024.
The terms of the AGRIB1 Sukuk are as follows:
Aggregate principle amount of ZAR 300,000,000
this Tranche:
SPV Guarantor: AVC Security SPV (RF) Pty) Ltd
Nature of Security: Limited recourse Guarantee issued by the SPV Guarantor
Nominal Amount per Sukuk: The total amount, excluding any adjustments on account of any
formula, payable by the Issuer in respect of a Sukuk
Issue Price per Sukuk: ZAR 1.00
Specified Denomination: ZAR 1,000,000 and integral multiples of ZAR 1,000,000 thereafter
Debt security code: AGRIB1
ISIN: ZAG000202797
Status of the Sukuk: Senior Secured
Type of Notes: Floating Rate, Sustainability-linked Asset-Backed Notes, self-labelled as
Sukuk by the Company and certified Shari'ah compliant by the 27four
Investment Managers Shari'ah Advisory Committee ("SAC")
Use of Proceeds: The proceeds from this Tranche of AGRIB1 Sukuk will be used to
undertake Investments in terms of the Master Investment Agreement,
within 5 Business Days of receipt by the Issuer of the proceeds, by paying
the amount of the Investment into the South African bank account
nominated by Agrarius Agri Value Chain (RF) Pty Ltd ("Agrarius OpCo")
for purposes of concluding the Underlying Transactions.
The proceeds raised from the issue of the AGRIB1 Sukuk Notes set out
in this APS will be further applied in accordance with the Sustainability-
linked Sukuk Framework 1, as signed off by the Independent
Sustainability Advisor. The latest Sustainability-linked Sukuk Framework
1 and Independent Sustainability Advisor sign-off can be accessed on
the Company's website at the following link:
https://www.27four.com/agrarius/investorcentre.
Issue Date: 2 February 2024
Term of the Sukuk: 37 months and 29 days from Issue Date
Applicable Business Day Following Business Day Convention
Convention:
Maturity Date: 31 March 2027, unless redeemed on any Optional Dissolution Date
and/or Early Dissolution Date. If any such date is not a Business Day,
the date determined in terms of the Following Business Day
Convention
Last day to register: By 17h00 on 25 March and 24 September each year until the Maturity
Date or, if any day is not a Business Day, the last Business Day
immediately preceding the commencement of the Books Closed
Period(s)
Books Closed Period: The Register will be closed from 26 March to 30 March (both dates
inclusive) and 25 September to 29 September (both dates inclusive) in
each year until the Maturity Date
Periodic Distribution 2 February 2024
Commencement Date:
First Periodic Distribution Date: 30 September 2024 or, if any such date is not a Business Day, the date
determined in terms of the Following Business Day Convention
Periodic Distribution Dates: 31 March and 30 September of each year until the Maturity Date and
the Maturity Date
Reference Rate: For the First Periodic Distribution Period, the 9 month ZAR- JIBAR as
determined on 30 January 2024 (or such other generally adopted
reference rate to be promulgated by regulation under the Financial
Sector Regulation Act 9 of 2017, as amended by which it may be
succeeded and/or replaced prior to the Maturity Date).
For all subsequent Periodic Distribution Periods, the 6 month ZAR-
JIBAR (or such other generally adopted reference rate to be
promulgated by regulation under the Financial Sector Regulation Act 9
of 2017, as amended by which it may be succeeded and/or replaced
prior to the Maturity Date).
Margin: 4.25% percent per annum
Other: Step-Up Periodic Distribution Rate
On the occurrence of a Trigger Event (as defined in the Sustainability-
linked Sukuk Framework 1), and with the approval of the SAC, the
relevant Sukuk Noteholders shall be entitled to a step-up periodic
distribution rate equal to an additional 0.25% of the outstanding
capital amount on each Sustainability Performance Target Observation
Date, for each Sustainability Performance Target that is not met, and
calculated for each year that the Sustainability Performance Target
remains unmet ("Step-Up Periodic Distribution Rate"). The maximum
Step-Up Periodic Distribution Rate will therefore be 1.5% (not
compounded), payable on the next Periodic Distribution Determination
Date immediately following the relevant Notification Date.
Trigger Events include:
• the Issuer not achieving the Sustainability Performance Target
(as contained in the Sustainability-linked Sukuk Framework Nr
1) on the Sustainability Performance Target Observation Dates;
and/or
• the Issuer does not obtain the required verification of the
performance against the Sustainability Performance Target, or
the Issuer has obtained the verification but fails to publish the
result of its verified performance, as required under the
Sustainability-linked Sukuk Framework 1.
Effective decrease in performance fee payable to the
Administrator
The Administrator plays a crucial role in ensuring adherence to the
Sustainability Key Performance Indicator outlined in the Sustainability-
linked Sukuk Framework 1. Should the Step-Up Periodic Distribution
Rate become applicable, the remaining funds available to be swept by
the Administrator for the purpose of its performance fee is reduced,
and therefore aligning the interest of the Administrator to the goals to
be achieved by Agrarius' Note Programme.
Final Dissolution Amount: The lesser of the Nominal Amount and the actual value realised from
the Investments acquired per Annexure 1B of the APS in respect of
such Investments.
Aggregate Outstanding Principal The Aggregate Outstanding Principal Amount immediately preceding
Amount of all of the Notes the issue and listing of this Tranche is ZAR 600,000,000.
(including existing Notes) in issue
under the Programme as at the The Aggregate Outstanding Principal Amount immediately after the
Issue Date issue and listing of this Tranche will be ZAR 1,000,000,000, comprising
of ZAR 900.000.000 listed Sukuk Notes and ZAR 100,000,000 unlisted
Sukuk Notes which are being issued concurrently with this Tranche of
listed Sukuk Notes.
Additional terms and conditions: Additional terms and conditions applicable to the Underlying
Transactions are included in the APS.
Documentation: Copies of the Note Programme documentation, the AGRIB1 Sukuk APS,
the Sustainability-linked Sukuk Framework 1 and SAC certificates can
be accessed on the Company' website at the following link:
https://www.27four.com/agrarius/investorcentre
Rosebank
1 February 2024
JSE Debt Officer
Johan Fourie
27four Investment Managers
JSE Debt Sponsor and Transaction Debt Sponsor Legal Advisor
Questco Corporate Advisory Proprietary (incorporated in South Africa as Bell
Limited Dewar Inc.)
Administrator Lead Dealer
27four Investment Managers RMB, a division of Firstrand Bank Limited
Date: 01-02-2024 01:44:00
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