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Disclosure of inside information
pursuant to Article 17 of Regulation (EU) No. 596/2014
Agri Resources Group S.A. resolves to issue 8.00% corporate bond 2021/2026 with a volume of up to EUR 50 million (incl. exchange offer to holders of the existing bond 2016/2021)
Luxembourg, 15 February 2021: The Board of Directors of Agri Resources Group S.A. has resolved today to issue a corporate bond (ISIN: DE000A287088) with a volume of up to EUR 50 million, bearing interest at 8.00% p.a. over the term of five years (Notes 2021/2026). The issue is to take place by way of a public offer in the Grand Duchy of Luxembourg (Luxembourg) and the Federal Republic of Germany (Germany) and will comprise a voluntary exchange offer including a multiple purchase option, a public subscription offer and a private placement.
Under the public exchange offer (incl. multiple purchase option), holders of the 8.00% notes 2016/2021, with a nominal amount of EUR 10,000 each (ISIN: XS1413726883), may exchange their notes at a ratio of 1 to 10, i.e. they receive ten new Notes 2021/2026 with a nominal amount of EUR 1,000 each. The voluntary exchange offer is scheduled to run from 17 February 2021 until 3 March 2021 (12:00 CET). In addition, investors participating in the exchange offer will receive the accrued interest.
The public subscription offer in Germany and Luxembourg will be carried out from 24 February 2021 until 10 March 2021 (12:00 CET) via the subscription functionality “Direct Place” of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in the trading system XETRA. At the same time, futurum bank AG as bookrunner will conduct a private placement exclusively to qualified investors in Germany and certain other European countries.
The proceeds from the public subscription offer and the private placement will be used to finance or refinance projects that support the achievement of the United Nations Sustainable Development Goals (SDGs) for the years 2015-2030 in the areas of environmental sustainability and social development.
The public offer is envisaged under the condition and based on a prospectus expected to be approved by the Luxembourg Financial Markets Authority, Commission de Surveillance du Secteur Financier (CSSF), and notified to the German Federal Financial Supervisory Authority (BaFin) thereafter. Once approved, the prospectus will be available on the website of Agri Resources Group S.A. (www.agri-resources.com/bond) free of charge.
The new bond is planned to be admitted to trading on the Open Market of the Frankfurt Stock Exchange in the Quotation Board segment on 17 March 2021.
This publication is neither an offer to sell nor a solicitation of an offer to buy securities. The securities, which are the subject of this publication, are offered by the issuer exclusively in the Federal Republic of Germany and the Grand Duchy of Luxembourg by way of a public offer. Outside the Federal Republic of Germany and the Grand Duchy of Luxembourg, no public offer is being made.
The securities will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.
This publication does not constitute a prospectus. The investment decision of interested investors with respect to the securities referred to in this publication should be made solely on the basis of the securities prospectus and the terms and conditions of the bonds prepared by the Issuer in connection with the public offering of these securities, which are each available for inspection on the Issuer’s website at www.agri-resources.com/bond.
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