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
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.
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.Overview of the Related Party 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.
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.
1
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
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, 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: 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-Party Transaction
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 the Related-Party Transaction
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.
2
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 Reference Rate + 1.8%. Both parties may assign their rights and
obligations under the Credit Facility Agreements to another entity within their
respective group according to the terms of the Credit Facility Agreements.
Effective Date of the Agreement: following the approval of the Board of Directors
and the Shareholders of the Company and subject to the approvals of ADAMA NL’s
group requisite organs, as required. The requisite organs of the Company will review
the terms relating to the aggregated USD 350 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 Amsterdam under the laws of
Netherlands.
VI. Purpose of the Transaction and Its Impact on the Company
The Transaction expands and efficiently utilizes the Company's and its subsidiaries
funding sources with committed facilities providing an additional cash source not
included in bank covenants. The Credit Facility Agreements follow the general practice
of similar transactions in the market and doesn’t contain unfair terms. The Transaction
will not adversely affect the interests of the Company and its non-related party
shareholders, nor will it affect the independence of the Company.
VII. Status of the Different Kind of Related Party Transactions between the Company
3
and SinoChem Holding
The related party transactions between the Company and subsidiaries of Sinochem
Holding are as follows:
1. From January 1, 2022 till September 30, 2022, the occurred related party transactions
with subsidiaries of SinoChem Holding in the ordinary course of business is RMB
3,660.24m. The estimated related party transaction amount in the ordinary course of
business approved by the 2021 annual shareholders meeting is RMB 5,141.09m.
2. Deposits of the Company and its subsidiaries deposited in the Sinochem Finance Co.,
Ltd.: As of the date of this announcement, the balance of deposits remains RMB
194,729,230.25 and USD 6,856,797.56, which have been approved by the 1st interim
shareholders meeting of the Company in 2022.
VIII. Independent Directors’ Opinions
The Company’s independent directors have given separate opinions on the Transaction:
The Transaction is based on the funding needs of the Company and is normal business
operations. The Transaction conforms to relevant national laws and regulations, as
applicable, and market-oriented principles, and will not impact the independence of the
Company or harm the interests of the Company and its other shareholders. The decision-
making procedures for the Transaction conform to the Company Law, the Rules of
Shenzhen Stock Exchange for the Listing of Stocks, the Articles of Association of the
Company and other laws and regulations. Therefore, the independent directors approved
the Transaction.
IX. Documents for Future Reference
1. The resolution of the 18th Meeting of the 9th Session of the Board of Directors of the
Company;
2. Independent directors’ opinion and their prior written approval.
It is hereby announced.
The Board of Directors of ADAMA Ltd.
February 16, 2023
4
