Wrap Text
Bookbuild for Senior, Secured Floating Rate Sustainability-Linked Asset-Backed Sukuk Notes
AGRARIUS SUSTAINABILITY ENGINEERED (RF) LIMITED
Incorporated in the Republic of South Africa with limited liability
(Registration Number: 2022/521382/06)
Alpha Code: “AGRI”
(“Agrarius Sustainability Engineered” or “the Company”)
BOOKBUILD FOR SENIOR, SECURED FLOATING RATE SUSTAINABILITY-LINKED ASSET-BACKED SUKUK
NOTES
NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
Agrarius Sustainability Engineered is pleased to announce that, further to the announcement published on 22
September 2022, the Company will commence with a bookbuild at 09h00 today, 18 October 2022 (“Bookbuild”),
for senior, secured floating rate sustainability-linked asset backed Sukuk notes (“Agrarius Sukuk”) for a nominal
value of up to ZAR 500,000,000. The Bookbuild will be open for participation until 17h00 on Wednesday, 19 October
2022. The Agrarius Sukuk is the first of its kind to be listed on the JSE.
The Agrarius Sukuk to be issued pursuant to the Bookbuild constitutes the inaugural issuance by the Company
under its ZAR 10,000,000,000 Shari’ah compliant, sustainability-related asset-backed note programme, approved
and registered by the JSE on 21 September 2022 (“Note Programme”).
The proceeds from issuances under the Note Programme will be invested by the Company in sustainable and green
projects and transactions in the agriculture sector value chain.
The timing of the closing of the Bookbuild, the allocations and the rate at which the Agrarius Sukuk will be placed
are at the discretion of the Company and Moore Debt Advisory JHB (“Lead Dealer”), acting as the Lead Dealer for
the Bookbuild, pursuant to a programme agreement entered into between the Lead Dealer and the Company.
The Company retains discretion to not proceed with the inaugural issuance and listing of the Agrarius Sukuk if
subscriptions for less than ZAR 250,000,000 in aggregate is received within the pricing guidance in terms of the
Bookbuild.
The Agrarius Sukuk will be issued upon the following terms and conditions:
Issuer: Agrarius Sustainability Engineered (RF) Limited
Guarantor: AVC Security SPV (RF) Pty Limited
Nature of security: Limited recourse guarantee issued by the Guarantor
Status: Senior secured
Floating rate, sustainability-linked asset-backed notes, self-labelled as
Type of Notes: Sukuk Notes by the Company and certified Shari’ah compliant by the
27four Investment Managers Shari’ah Advisory Committee
Listing: JSE Interest Rate Market
Nominal amount per note: ZAR 10,000 per Agrarius Sukuk
Minimum participation: ZAR 1,000,000 per investor
Term: 36 months
Issue date: 25 October 2022
26 October 2025, unless redeemed on any Optional Dissolution Date
Maturity date: and/or Early Dissolution Date (as defined in terms of the Note
Programme documentation)
Reference rate: 3 month ZAR- JIBAR
Price guidance: Reference rate plus 4% to 5% (between 10.5% and 11.5%)
Periodic Distributions: Semi-annually
First Periodic Distribution Date: 30 September 2023
The proceeds will be used to invest in eligible transactions and projects
in the agriculture sector value chain in accordance with the
Use of proceeds:
Sustainability-linked Sukuk Framework and Master Investment
Agreement
Investors can access the Note Programme documentation by accessing
the following link:
Documentation:
https://www.27four.com/agrarius/investorcentre
Investors looking to participate in the issuance of the Agrarius Sukuk
are required to complete and submit an application to the Lead Dealer
by no later than 17h00 on Wednesday, 19 October 2022.
The participation application form can be obtained by accessing the
Participation application form: following link:
https://www.27four.com/wp-
content/uploads/2022/10/4831122_v2_Agrarius-Sustainability-
Engineered_Participation-Application-Form_d1_jf_171022_FINAL.pdf
By accepting, viewing or reading this announcement, the recipient agrees to be bound by the following obligations
and limitations.
This announcement is indicative and has been prepared by the Company for information purposes only in
connection with the issue of the Agrarius Sukuk. The final terms and conditions of the issue will be set out in full in
the applicable pricing supplement.
This announcement shall not constitute an offer to sell, or the solicitation of an offer to buy any securities described
herein. The offering may be restricted by law in certain jurisdictions and you should inform yourself about and
observe any such restrictions. Any failure to comply with these restrictions could result in a violation of the laws of
such jurisdiction.
The securities and the guarantee described herein have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to or for
the account or benefit of U.S. persons, as defined in Regulation S under the Securities Act. The offering is not
available to any retail client.
NO ACTION HAS BEEN MADE OR WILL BE TAKEN THAT WOULD PERMIT A PUBLIC OFFERING OF ANY SECURITIES
DESCRIBED HEREIN IN ANY JURISDICTION IN WHICH ACTION FOR THAT PURPOSE IS REQUIRED. NO OFFERS,
SALES, RESALES OR DELIVERY OF ANY SECURITIES DESCRIBED HEREIN OR DISTRIBUTION OF ANY OFFERING
MATERIAL RELATING TO ANY SUCH SECURITIES MAY BE MADE IN OR FROM ANY JURISDICTION EXCEPT IN
CIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS.
For more information contact:
Agrarius Sustainability Engineered: Werner Opperman
werner@27four.com
+27 83 565 7071
Johan Fourie
johan@27four.com
+27 84 583 3022
Moore Debt Advisory JHB Jacoleen Simpson
jsimpson@moorejhb.co.za
+27 10 599 0222
+27 83 459 8867
18 October 2022
Rosebank
JSE Debt Sponsor – Questco Corporate Advisory Proprietary Limited
JSE Debt Officer – Johan Fourie, 27four Investment Managers
Administrator
JSE Debt Sponsor 27four Investment Managers
Questco Corporate Advisory Proprietary Limited
Company Secretary Lead Dealer
Fusion Corporate Secretarial Services Proprietary Moore Debt Advisory JHB
Limited
Date: 18-10-2022 07:15:00
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