Stock Code:000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2021-46
ADAMA Ltd.
Announcement on Credit Facilities of $100m from
the Related Party
The Company and all members of the Company’s Board of Directors confirm that all
information disclosed herein is true, accurate and complete, with no false or misleading
statement or material omission.
I. Overview of the RelatedParty Transaction
On October 27, the 5th meeting of the 9th session of the Board of Directors of
ADAMA Ltd. (hereinafter referred to as the “Company”) approved a proposal on the
signing of Credit Facility Agreements, by and between Syngenta Group (NL)
B.V. ( hereinafter referred to as "SG NL"), a subsidiary of the Company's
controlling shareholder, Syngenta Group Co., Ltd. (hereinafter referred to as
"SG") , and Adama Fahrenheit B.V. ( hereinafter referred to as "ADAMA NL"), a
wholly-owned subsidiary of the Company, according to which SG NL shall set up
committed credit facilities in the favor of ADAMA NL in the aggregate amount of
USD 100 million on the basis of market terms as detailed hereunder (the
"Transaction").
Since SG NL and ADAMA NL are both controlled by SinoChem Holding Co., Ltd.
(hereinafter referred to as "SinoChem Holding”), the Transaction constitutes a
related party transaction.
Among the five directors of the Company, the related-party directors, Mr. Erik
Fyrwald and Mr. Chen Lichtenstein refrained from voting, while among the
remaining votes of the three directors, there were three (3) affirmative votes, and no
negative votes and or abstentions. The independent directors also issued their
independent opinion.
The Transaction is within the approval line of the Board of Directors and is not
subject to the approval of the shareholders.
The Transaction does not constitute a Material Assets Restructuring as stipulated by
the Administrative Measures on Significant Asset Restructuring of Listed
Companies.
II. Introduction to the Related Party
SG NL was established in 2016. Its legal representative is Edwin Pool, and its
registered address is Westeinde 62, 1601BK Enkhuizen, The Netherlands. It has
registered capital of EUR 1 and mainly undertakes the businesses related to holding
activities. The main financial data as of December 31, 2020 is: operating revenue of
USD 726,377,000, net profit of USD 724,221,000, total assets of USD
43,363,379,000, net assets of USD 41,360,784,000.
Related-party relationship: Both SG NL and ADAMA NL are controlled by
SinoChem Holding, the actual controller of the Company. SG NL is related party of
the Company in accordance with Item 2 of Article 10.1.3 of the Listing Rules of
Shenzhen Stock Exchange.
Analysis of contract performance capability: To the best of the Company’s
knowledge, SG NL operates normally and is in good operational condition. After
searching on the website of disclosure of enforcement information of China, it is not
a debtor subject to judicial enforcement.
III. Basic Information on the Target of the Related-PartyTransaction
The Transaction is for the setting up of committed credit facilities in the aggregate
amount of USD 100 million on market terms or preferab e terms , by way of: (i)
USD 50 million short-term committed annually revolving credit line , at 3-month
Libor + 1.6% ; and (ii) USD 50 million long-term bullet loan for 5 years, at 2.7%
annual fix interest rate (the "Credit Facilities Agreements").
IV. Pricing Basis of theRelated-PartyTransaction
The Transaction is made on the principles of voluntariness, equality, mutual benefit,
justice and fairness. The terms of the Transaction were negotiated fairly on the basis
of market practice.
V. Main Contents of the Credit Facilities Agreements
Contract Name: Credit Facilities Agreements by and between Adama Fahrenheit
B.V. and Syngenta Group (NL) B.V.
Borrower: Adama Fahrenheit B.V.
Lender: Syngenta Group (NL) B.V.
Main Terms: committed credit facilities in the aggregate amount of USD 100
million on market terms or on preferable terms) by way of: (i) USD 50 million short-
term committed annually revolving credit line, at 3-month Libor + 1.6%; and (ii)
USD 50 million long-term bullet loan for 5 years, at 2.7% annual fix interest rate.
Effective Date of the Credit Facilities Agreements: the date the Credit Facilities
Agreements are duly signed, following the approval of the Board of Directors of the
Company. The Board of Directors of the Company will review the terms relating to
the USD 50 million short-term revolving credit line every three years.
Dispute Resolutions: Any controversy or claim that fails to be solved amicably shall
be finally submitted to the competent courts of Amsterd
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