• Exchange period for holders of the existing 8.00% bond 2016/2021 commences on 19 February 2021
  • Subscription orders may be placed via Direct Place (Frankfurt Stock Exchange) from 24 February 2021 to 10 March 2021
  • Issue proceeds allocated to projects aimed at achieving the United Nations Sustainable Development Goals (SDGs)
  • Double-digit annual revenue growth expected in the coming years

Luxembourg, 17 February 2021: Agri Resources Group S.A. (the Company), an international specialist in the sustainable cultivation and processing of agricultural products in Africa and Europe, is issuing a corporate bond (ISIN: DE000A287088) with a volume of up to EUR 50 million at a coupon of 8.00% p.a. over a term of five years. Interested investors may place subscription orders as part of a public subscription offering in the Federal Republic of Germany and in the Grand Duchy of Luxembourg from 24 February 2021 to 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, acting as bookrunner, will conduct a private placement exclusively to qualified investors in Germany and certain other European countries.

Moreover, holders of the existing 8.00% notes 2016/2021 with a nominal amount of EUR 10,000 each (ISIN: XS1413726883) may exchange their notes 2016/2021 at an exchange ratio of 1 to 10 for the offered new 8.00% notes 2021/2026 with a nominal amount of EUR 1,000 each pursuant to the terms of a public exchange offer (incl. multiple purchase option) from 19 February 2021 to 5 March 2021 (12:00 CET). In addition, Investors participating in the exchange offer will receive the accrued interest.

The new bond qualifies as a Sustainability Bond according to the definition of the International Capital Markets Association (ICMA). In a second party opinion, Vigeo Eiris, an affiliate of Moody’s and global leader in ESG assessments, data, research, benchmarks and analytics, confirms that Agri Resources Group’s sustainability bond framework is aligned with the four core components of the ICMA Green and Social Bond Principles. In addition, Vigeo Eiris expresses a reasonable assurance (equivalent to the highest level of assurance according to Vigeo Eiris’ internal scales of assessment) of Agri Resources Group’s commitments and the bond’s contribution to sustainability.

The proceeds raised by the bond will be used to finance and refinance a combination of preselected and vetted green and social projects. Specifically, the focus of Agri Resources Group is on the further development of its activities in Madagascar, Ghana, Mauritius and Benin. These activities are centered mainly on three categories: further development of current sustainable agriculture activities, new projects for environmentally sustainable management of living natural resources and land use, and new projects for socioeconomic advancement and empowerment.

The qualification as a Sustainability Bond underlines Agri Resources Group’s commitment to the SDGs, which is a fundamental part of the company’s strategy and a key success factor. Agri Resources Group targets notably, but not only, the following SDGs: 1 No Poverty, 2 Zero Hunger, 8 Decent Work and Economic Growth, and 15 Life on Land. Agri Resources Group cooperates with partners to help achieve these objectives, including with local community based organizations, private sector alliances, third party certification agencies, and leading development funders.

Agri Resources Group is targeting double-digit annual growth in revenue through 2024. Earnings are also expected to grow disproportionately strongly. Key growth drivers are e.g. the steadily increasing demand for basic foodstuffs in the African market and the rising demand for specialties in Europe. Agri Resources Group is strongly positioned to benefit from these drivers, for example with rice and soybean cultivation in African countries such as Ghana or the Republic of Congo, or with the cultivation and processing of United States Department of Agriculture (USDA) certified organic vanilla in Mauritius.

The securities prospectus was approved today by the Luxembourg Financial Markets Authority, Commission de Surveillance du Secteur Financier (CSSF), and notified to the German Federal Financial Supervisory Authority (BaFin) and is available on the website of Agri Resources Group S.A. (www.agri-resources.com/bond).

The new bond 2021/2026 is planned to be admitted to trading in the Open Market of the Frankfurt Stock Exchange in the Quotation Board segment on 17 March 2021.

Key data of the Sustainability Bond 2021/2026

Issuer Agri Resources Group S.A.
Financial instrument Sustainability Bond
Issue volume Up to EUR 50 million
Coupon 8.00% p.a.
ISIN / WKN DE000A287088 / A28708
Issue price 100%
Denomination EUR 1,000
Exchange ratio 1:10 (denomination of notes 2016/2021: EUR 10,000)
Exchange period 19 February to 5 March 2021 (12:00 CET)
Subscription period 24 February to 10 March 2021 (12:00 CET)
Value date 17 March 2021
Term 5 years: 17 March 2021 to 17 March 2026 (exclusive)
Interest payment Annually in arrears on 17 March of each year (first time in 2022)
Redemption date 17 March 2026
Redemption price 100%
Status Unsubordinated, unsecured
Special termination rights of the Issuer

·         From 17 March 2023 at 102% of the nominal amount

·         From 17 March 2024 at 101.5% of the nominal amount

·         From 17 March 2025 at 101% of the nominal amount

Termination rights of bondholders and covenants

·         Change of control

·         Negative pledge

·         Minimum equity ratio of 25%

·         No prohibited distribution

·         Reporting as to proceedings of projects and use of proceeds

Applicable law German law

·         Securities prospectus approved by the Commission de Surveillance du Secteur (“CSSF”) in Luxembourg with notification to the Federal Financial Supervisory Authority (“BaFin”) in Germany

·         The approval of the prospectus shall not be construed as an endorsement of the securities offered.

Admission to trading Quotation Board, Open Market Segment of the Frankfurt Stock Exchange
Bookrunner futurum bank AG

Important note:

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, the terms and conditions of the bonds and the exchange offer prepared by the Issuer in connection with the public offering of these securities, which are each available for inspection free of charge on the Issuer’s website at www.agri-resources.com/bond.

This release contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of Agri Resources Group S.A. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements. Moreover, it should be noted that all forward-looking statements only speak as of the date of this release and that neither the Company nor futurum bank AG assume any obligation, except as required by law, to update any forward-looking statement or to conform any such statement to actual events or developments. Each of the Company and futurum bank AG and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this release, whether as a result of new information, future developments or otherwise.

For further information:

Frank Ostermair / Linh Chung
Better Orange IR & HV AG

For further information:

Frank Ostermair / Linh Chung
Better Orange IR & HV AG
frank.ostermair@better-orange.de / linh.chung@better-orange.de