Wrap Text
Approval of APS relating to Listing and Issue of new Tranche of Sustainability-Linked Asset-Backed AGRI03 Sukuk Note
AGRARIUS SUSTAINABILITY ENGINEERED (RF) LIMITED
Incorporated in the Republic of South Africa with limited liability
(Registration Number: 2022/521382/06)
JSE Alpha Code: "AGRI03"
ISIN: ZAG000220294
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 AGRI03 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 AGRI03 Sukuk notes ("AGRI03 Sukuk") under the Company's Shari'ah compliant, sustainability focussed asset-
backed note programme ("Note Programme"). The Note Programme was registered 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 AGRI03 Sukuk APS and Note Programme documentation.
Copies of the Note Programme documentation, the AGRI03 Sukuk APS, including the Agrarius Sustainability-linked
Sukuk Framework 2 dated 13 October 2025 ("Sustainability-linked Sukuk Framework 2") and the Independent
Sustainability Advisor's signed opinion thereon 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 AGRI03 Sukuk will commence at 09h00 on 27 October 2025.
The terms of the AGRI03 Sukuk are as follows:
Aggregate nominal amount of ZAR 615,742,153
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
Issue Price: 98%
Specified Denomination: ZAR 1,000,000 and integral multiples of ZAR 1,000,000
thereafter
Debt security code: AGRI03
ISIN: ZAG000220294
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 AGRI03 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 AGRI03 Sukuk Notes
set out in the APS will be further applied in accordance with the
Sustainability-linked Sukuk Framework 2, as signed off by the
Independent Sustainability Advisor. The Sustainability-linked
Sukuk Framework 2 and Independent Sustainability Advisor
opinion thereon can be accessed on the Company's website at
the following link:
https://www.27four.com/agrarius/investorcentre.
Issue Date: 27 October2025
Term of the Sukuk: 35 months and 3 days
Applicable Business Day Following Business Day Convention
Convention:
Maturity Date: 30 September 2028, 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 27 October 2025
Commencement Date:
First Periodic Distribution Date: 31 March 2026 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: The 6-month ZAR-JIBAR (or such other generally adopted
ZARONIA reference rate to be promulgated by regulation under
the Financial Sector Regulation Act 9 of 2017, as amended by
which it may be succeeded prior to the Maturity Date).
Margin: 3.75% percent per annum
Other: Step-Up Periodic Distribution Rate
On the occurrence of a Trigger Event (as defined in the
Sustainability-linked Sukuk Framework 2), 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 2) 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 2.
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 2. 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 The Aggregate Outstanding Principal amount immediately prior
Principal Amount of all of the to the issue and listing of this tranche will be ZAR 781,544,730.72.
Notes (including existing
Notes) in issue under the The Aggregate Outstanding Principal Amount immediately after
Programme as at the Issue Date the issue and listing of this Tranche will be ZAR 1,397,286,883.72
comprising of:
- ZAR 1,220,115,118.51 listed Sukuk Notes; and
- ZAR 177,171,765.21 unlisted Sukuk Notes.
Additional terms and Additional terms and conditions applicable to the Underlying
conditions: Transactions are included in the AGRI03 Sukuk APS.
Documentation: Copies of the Note Programme documentation, the AGRI03
Sukuk APS, the Sustainability-linked Sukuk Framework 2, as
signed off by the Independent Sustainability Advisor and SAC
certificate can be accessed on the Company' website at the
following link:
https://www.27four.com/agrarius/investorcentre
Rosebank
24 October 2025
JSE Debt Officer
Johan Fourie
27four Investment Managers
JSE Debt Sponsor and Transaction Debt Sponsor
Questco Corporate Advisory Proprietary Limited
Administrator Lead Dealer
27four Investment Managers RMB, a division of Firstrand Bank Limited
Date: 24-10-2025 10:12:00
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