AGRARIUS SUSTAINABILITY ENGINEERED (RF) LIMITED - Agrarius Funding the Purchase of the Capespan Group, Excluding the Pome Farming Unit

Agrarius Funding the Purchase of the Capespan Group, Excluding the Pome Farming Unit

AGRARIUS SUSTAINABILITY ENGINEERED (RF) LIMITED
Incorporated in the Republic of South Africa with limited
liability
(Registration Number: 2022/521382/06)
JSE Share Code: “AGRIA”
ISIN: ZAG000191214
LEI: 378900376E9ADF2BD166
(“Agrarius ListCo”)


AGRARIUS FUNDING THE PURCHASE OF THE CAPESPAN GROUP, EXCLUDING THE POME
FARMING UNIT


Sukuk holders are referred to the announcement published on SENS by Zeder Investments Limited
(“Zeder”) today, 18 September 2023, regarding the disposal by Zeder, through its wholly-owned
subsidiary, Zeder Financial Services Limited (“ZFS”), of Capespan Group Proprietary Limited
(“Capespan”), excluding its pome fruit primary production operations and the Novo fruit packhouse
(“Pome Farming Unit”).

ZFS, together with the remaining minority shareholders of Capespan (“the Sellers”) have entered into
an agreement (“Agreement”) with 3 Sisters Proprietary Limited (“3 Sisters”), in terms of which 3 Sisters
will acquire all of the shares in Capespan (excluding the Pome Farming Unit) for a consideration of R550
million.

3 Sisters is a newly formed special purpose acquisition vehicle beneficially owned and funded by
Agrarius Agri Value Chain RF Proprietary Limited (“Agrarius OpCo”). Subject to the requisite regulatory
approvals being obtained, it is intended that 3 Sisters will in time enter into a consortium with One
Million Apples, who spearheads one of South Africa's largest apple and pear breeding programs, which
includes the evaluation of over 50,000 tree species, all designed to thrive in the increasingly warmer
conditions projected by future climate models, with the intent of transferring the beneficial ownership
of 3 Sisters to the consortium. A further announcement will be made in this regard when the terms of
this transaction have been finalised and the requisite regulatory approvals obtained.

The SENS announcement by Zeder can be accessed at the following link:
https://senspdf.jse.co.za/documents/SENS_20230918_S479956.pdf


Agrarius OpCo is fully funded by Agrarius ListCo through its ZAR10 billion Shariah compliant
sustainability focussed asset backed note programme, in terms of which the purchase consideration
due to the Sellers will be funded through a placement of additional asset backed Sukuk notes by
Agrarius ListCo in the fourth quarter of 2023.

Agrarius ListCo and Agrarius OpCo is administered and driven by 27four Investment Managers
Proprietary Limited (“27four”), a diversified financial services group that specialises in asset and fiduciary
management across public and private markets.

Since its inception, 27four has supported the growth of numerous Black and women-owned fund
managers, contributing to the transformation of the asset management industry.

Additionally, 27four manages blended finance partnerships that invest in innovative businesses,
fostering economic growth and job creation.

Agrarius is dedicated to advancing sustainability in the agriculture industry through innovative Shariah
compliant funding models.

Rosebank
18 September 2023

JSE Debt Officer
Johan Fourie
27four Investment Managers


JSE Debt Sponsor and Transaction Debt Sponsor
Questco Corporate Advisory Proprietary Limited

Date: 18-09-2023 11:29:00
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