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AGRARIUS SUSTAINABILITY ENGINEERED (RF) LIMITED - Tap Issue Announcement

Release Date: 01/02/2024 11:18
Code(s): AGRIA1     PDF:  
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Tap Issue Announcement

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


TAP ISSUE ANNOUNCEMENT


The JSE Limited has granted approval for a tap issue listing to Agrarius under its Shariah compliant,
sustainability focussed asset-backed note programme dated 19 September 2022, focussed on
transactions in the agriculture sector value chain.

The salient details of the tap issuance are as follows:

 Authorised programme size:                  ZAR 10,000,000,000
 Aggregate principal amount of this          ZAR 100,000,000 (one hundred million Rand)
 tranche:
 Total amount listed after this              ZAR 600,000,000 (six hundred million Rand)
 issuance:
 Instrument type:                            Floating Rate, Sustainability-linked Asset-Backed Notes,
                                             self-labelled as Sukuk Notes by Agrarius and certified
                                             Shari'ah compliant by the 27four Investment Managers
                                             Shari'ah Advisory Committee
 Bond code:                                  AGRIA1
 Nominal Amount per Note:                    ZAR 1.00
 Specified Denomination:                     ZAR 1,000,000
 Issue price:                                104.49151% of the Nominal Amount per Tap Issue Note
 Margin:                                     4.75% per annum
 Reference Rate:                             3-month ZAR - JIBAR determined on the last Calendar
                                             Day of a Calendar Month for the reference rate applicable
                                             to the following Calendar Month as benchmark using a
                                             simple rate of return (not compounding)

                                             Explanatory note on the Reference Rate
                                             Rate Determination Method: The Reference Rate is
                                             determined using the Screen Rate Determination method
                                             (Reference Rate plus Margin).

                                             Reference Rate: 3-month ZAR - JIBAR , which is
                                             determined on the last Calendar Day of each Calendar
                                             Month as the benchmark rate for the following Calendar
                                             Month.

                                             This rate is calculated using a simple rate of return (not
                                             compounding).

                                             Margin: A margin of 4.75% is added to the Reference
                                             Rate.

                                             While the Reference Rate Reset Date is not specifically
                                             stated, it can be interpreted from the wording of the
                                             Reference Rate that the reset occurs on a monthly basis.

                                             Accordingly:
                                            "3-month ZAR - JIBAR" is determined on the last Calendar
                                            Day of a Calendar Month for the Reference Rate
                                            applicable to the following Calendar Month as benchmark
                                            using a simple rate of return (not compounding).

                                            Rationale for the monthly reset:
                                            The Tap Issue Note is designed as a floating rate asset-
                                            backed note, primarily due to the short term nature of the
                                            Underlying Transactions with counterparties in the
                                            agriculture sector, with terms typically ranging between 3
                                            to 12 months.

                                            Given this characteristic, a floating rate structure aligns
                                            perfectly with the dynamic nature of these agricultural
                                            transactions and it ensures that the Tap Issue Note
                                            remains in sync with the prevailing market conditions and
                                            Reference Rate movements over the relatively short
                                            transaction terms.

                                            As a result, it provides a fair and competitive mechanism
                                            for both Tap Issue Note investors and the Issuer,
                                            facilitating a more effective and efficient financing
                                            solution for all parties involved in these agriculture-
                                            related transactions, while remaining Shariáh compliant.
 Maturity date:                             28 October 2025, 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
 Books close period(s):                     The Register will be closed from 26 March to 30 March
                                            and from 25 September to 29 September (all dates
                                            inclusive) in each year and 23 October 2025 to
                                            27 October 2025 (all dates inclusive) until the Maturity
                                            Date
 Periodic distribution dates:               31 March and 30 September of each year until the
                                            Maturity Date
 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)
 Issue date:                                2 February 2024
 Applicable Business Day Convention:        Following Business Day Convention
 Periodic distribution commencement         30 September 2023, being the last day of the previous
 date:                                      Periodic Distribution Period for the AGRIA1 Sukuk Notes
                                            in issue
 ISIN:                                      ZAG000191214
 Status of notes:                           Senior Secured


The applicable pricing supplement for the tap issue is available at:
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            Fasken Martineau DuMoulin LLP
                 Limited                          (incorporated in South Africa as Bell
                                                              Dewar Inc.)


                Administrator                                 Lead Dealer
        27four Investment Managers              RMB, a division of Firstrand Bank Limited

Date: 01-02-2024 11:18:00
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