Stock Code:000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2023-6
ADAMA Ltd.
Announcement on Credit Facility of USD 250
million from a Related Party
TheCompanyandall membersof theCompany’sBoardof Directorsconfirmthatall information
disclosed herein istrue, accurate and complete, with nofalseor misleading statement or material
omission.
I. Overview of the RelatedParty Transaction
On February 15, 2023, the 18th meeting of the 9th session of the Board of Directors of
ADAMA Ltd. (hereinafter referred to as the “Company”) approved entering into an
additional Credit Facility Agreement, following the previously approved Credit
Facility Agreement, entered into 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"), an indirectly wholly-
owned subsidiary of the Company, as amended (please refer to Announcements on
Credit Facilities from a Related Party (Announcement No. 2021-46 and 2022-32) for
details), according to which SG NL shall provide an additional amount of USD 250
million (to an aggregate amount of USD 350 million committed short-term credit
facility) in favor of ADAMA NL (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.
Amongthefivedirectors of theCompany,therelated-partydirectors,Mr.ErikFyrwald
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 requires the approval of the Company’s shareholders. SG will refrain
from voting.
The Transaction does not constitute a Material Assets Restructuring as stipulated by
theAdministrativeMeasures on Significant Asset Restructuring of ListedCompanies.
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, 2021 is: operating revenue of
USD 0, net profit of USD 383,747,000, total assets of USD 43,141,531,000, net assets
of USD 41,294,980,000.
Related-party relationship: Both SG NL and ADAMA NL are controlled by
SinoChem Holding, the ultimate controlling shareholder of the Company. SG NL is
related party of the Company in accordance with Item 2, Paragraph 2 of Article 6.3.3
of the Listing Rules of Shenzhen Stock Exchange.
Analysis of contract performance capability: Tothebest oftheCompany’sknowledge,
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 an engagement in a USD 250 million short-term committed
annually revolving credit line, at 3-month CME Term SOFR Reference Rate + 1.8%.
By engaging in the Transaction, the total short-term committed credit facilities
provided by the related party shall be in the aggregate amount of USD 350 million
(the "Credit Facility Agreements”), and the interest rate thereof shall bear the
interest rate set herein.
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 Facility Agreements
Contract Name: Credit Facility Agreement 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 short-term credit facility in the aggregate amount of USD
350 million (on market terms or on preferable terms), comprised of: (1) USD 50
million previously approved (please refer to Announcement on Credit Facilities from
a Related Party (Announcement No. 2021-46) for details); (2) USD 50 million
previously approved (please refer to Announcement on Credit Facilities from a
Related Party (Announcement No. 2022-32) for details); and (3) the herein detailed
USD 250 million short-term committed annually revolving credit line, at 3-month
CME Term SOFR Ref
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