AECI
LIMITED
(Incorporated
in the Republic of South Africa)
(Registration No. 1924/002590/06)
Company
code: AECI
LEI:
3789008641F1D3D90E85
Bond code:
AECI05 ISIN:
ZAG000199258
Bond code:
AECI06 ISIN:
ZAG000199266
(AECI or
the Issuer)
NOTIFICATION
OF SUSTAINABILITY ADJUSTMENT EVENT TO
NOTEHOLDERS
This
notice of sustainability adjustment event (this Sustainability
Adjustment Notice) is delivered by the Issuer to each holder of
AECI05 Notes and AECI06 Notes (as defined below) (collectively, the
Noteholders) issued under the Issuer's ZAR5,000,000,000 Domestic Medium Term Note
Programme (the Programme) pursuant to the section headed "Terms and
Conditions of the Notes" (the Terms and Conditions) in the amended
and restated programme memorandum dated 4
September 2023, and as amended and restated from time to
time (the Programme Memorandum), in accordance with Condition 20
(Notices)
of the Terms and Conditions.
Capitalised
terms used herein which are not otherwise defined shall bear the
meaning ascribed thereto in the Terms and Conditions and applicable
pricing supplements in respect of the Notes (the APSs) for the AECI
ZAR535,000,000 Senior Unsecured
Floating Rate Notes due 11 September
2026 with stock code "AECI05" (the AECI05 Notes) and the
AECI ZAR465,000,000 Senior Unsecured
Floating Rate Notes due 11 September
2028 with stock code "AECI06" (the AECI06 Notes, together
with the AECI05 Notes, the Notes) unless otherwise stated
herein.
A manifest
error relating to an input into KPI 1 and KPI 2 (as defined in the
Issuer's Sustainability Linked Finance Framework, dated
11 August 2023 (SLFF)) available
at
https://investor.aeciworld.com/s/sustainability-
linked-financing-framework-final-31-aug.pdf has been
identified. As such, the Baseline and Sustainability Performance
Targets (SPTs) for KPI 1 and KPI 2 need to be recalibrated to
account for the manifest error. The summation of the total annual
production volumes is incorrect as eleven subdivisions correctly
reported in tonnes, while one subdivision was incorrectly reported
in kilograms. As such, the inconsistent unit of measurement has led
to a factually incorrect denominator.
In
accordance with paragraph 4 (Sustainability
Adjustment Event) of the
Additional Terms and Conditions of the APSs applicable to each of
the Notes, the Issuer will incorporate the changes required, which
are to be measured on a like for like basis, to correct the
manifest error. The only part of the APS's that will be updated is
the table contained in section 2 (Sustainability Performance Target
Table), which will include the correctly calculated baselines and
associated SPTs for KPI 1 and KPI 2. These changes will be carried
through to an updated version of the SLFF which will be subject to
the Issuer's internal governance process and an updated Second
Party Opinion (SPO) will be provided. Furthermore, a Sustainability
Assurance Report will be procured in relation to the correction of
the manifest error to ensure the accuracy of amendments to the
SLFF.
The
amended and restated APS' applicable to the Notes, which will be
amended (in accordance with the above) to account for the manifest
error to the Baseline and SPTs in respect of KPI 1 and KPI 2 which
will be made available as soon as practicably possible after the
release of the SPO but in any event by no later than 5 business
days prior to the first Sustainability Compliance Certificate
Date.
Noteholders
are advised that this SENS is only to notify Noteholders of the
Sustainability Adjustment Event. A separate SENS announcement will
be released to notify Noteholders of the availability of the
amended and restated APSs, updated SLFF, updated SPO and
accompanying applicable Sustainability Assurance Report.
14 December 2023
Debt
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank
Limited)