REG - Cordiant Global Agr - Intention to Float

LCI IndustriesAnnouncement

02/03/2022 08:15

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RNS Number : 2964D  Cordiant Glbl Agricultural Inc PLC  02 March 2022

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PLEASE SEE THE SECTION ENTITLED "IMPORTANT LEGAL INFORMATION" TOWARDS THE END
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2 March 2022

CORDIANT GLOBAL AGRICULTURAL INCOME PLC

Intention to Float

Cordiant Global Agricultural Income Plc (the "Company") is pleased to announce
its intention to undertake an initial public offering ("IPO") of its shares
and will seek admission of its ordinary shares to the premium listing segment
of the Official List of the FCA and to trading on the Main Market of the
London Stock Exchange.

The Company's investment objective will be to seek to provide an attractive
yield, with potential capital growth, by providing secured medium-term finance
to the global agricultural sector.

 

The Company will seek to promote more sustainable crop production and help
address a capital solutions gap which exists in the agricultural sector in
select regions. The Company will provide finance for crop inputs and for
capital investment in new technologies and infrastructure which help increase
crop yields and have a sustainable benefit. Finance will be provided to medium
to large-scale producers of soft commodities, fruits and vegetables with long
track records, who export, and will be re-paid directly from international,
typically investment grade, counterparties such as supermarket groups, large
food wholesalers and commodity traders through off-take agreements which are
agreed at the point of entry into the loan ("Agricultural Loans"). A strong
package of security and collateral over land and crops will be taken in
respect of each Agricultural Loan, ensuring for a highly secured investment.

Cordiant Capital Inc., which manages c.US$3.4 billion across three core
strategies, digital infrastructure, agricultural finance and renewable energy
infrastructure, will act as investment manager to the Company ("Cordiant" or
the "Investment Manager").

The Company is targeting an issue of 300 million ordinary shares ("Ordinary
Shares") at an issue price of US$1.00 per Ordinary Share (the "Issue Price")
through a placing, offer for subscription (including an intermediaries offer)
and subscription share issue (together the "Issue"). In subscribing for
Ordinary Shares, investors in the Issue will also subscribe for subscription
shares ("Subscription Shares") on the basis of one Subscription Share for
every five Ordinary Shares subscribed. The Company will seek admission of the
Subscription Shares to the standard listing segment of the Official List and
to trading on the Main Market.

Key Highlights

·      The Company will target a dividend of 6.5 per cent. per annum and
a NAV total return of 10 per cent. per annum once fully invested, with
inflation protection through floating rate loans (the Company intends to pay a
4 per cent. dividend in the first 12 months following IPO).

·      The Company will have a strong focus on ESG through financing
investment in new technologies and infrastructure which have a sustainable
benefit and/or crop yield enhancement such as precision farming technologies
and by-product to energy conversion technologies.

·      Finance will be provided to medium to large-scale crop producers
in prime farming regions who have annual revenues typically in excess of US$50
million, long track-records of crop production (typically in excess of 10
years), sound environmental and agricultural practices and are located in
major agricultural export countries (each an "Agricultural Loan
Counterparty").

·      A key feature of the Company's Agricultural Loans will be that a
pre-agreed off-take agreement will be in place with an off-taker (an
"Off-taker") at the point of entry into of the relevant loan. The Agricultural
Loan Counterparty's obligations under the loan will be met by the delivery of
physical crops to the contractual Off-taker who will pay the Company directly
for the agreed volume of such crops in US Dollars. The crops delivered will
typically account for 5 to 30 per cent. of the Agricultural Loan
Counterparty's total crop production or originated crop volumes for the year.

·      The Off-takers will be international, typically investment grade,
counterparties such as supermarket groups, global commodities trading houses,
or large food wholesalers.

·      A strong package of security and collateral in respect of each
Agricultural Loan will be taken which will typically consists of:

o  A first ranking charge over farmland in excess of 150 per cent. of the
loan value;

o  A pledge over the crops equal to 130 per cent. of annual debt service
(principal and interest); and

o  A commercial off-take contract pledge of 150-200 per cent. of the annual
debt service (principal and interest).

·      The Investment Manager has a strong track record in agricultural
finance having deployed in excess of US$475 million in the strategy across
private funds with a specialist team made up of agricultural specialists and
financiers operating out of São Paulo (Brazil) and Montreal (Canada). The
Investment Manager was an early adopter of key ESG initiatives including the
UN PRI and SASB.

·      Seed assets with a principal value of in excess of US$100 million
will be available for acquisition by the Company following Admission, and are
intended to generate an immediate income stream for the Company. These seed
assets will be participations in a portfolio of eight existing Agricultural
Loans held by other funds managed by Cordiant and will be subject to an option
agreement which the Company may exercise following Admission.

·      In addition, through its origination network, the Investment
Manager has identified and is evaluating, a pipeline of potential Agricultural
Loans with an aggregate principal value in excess of US$800 million.

·      The Company will have no exposure to livestock farming and will
have strict due diligence processes to ensure compliance with environmental
and labour laws and sound agricultural practices.

·      The Subscription Shares are intended to provide an opportunity
for additional value to IPO investors should the Ordinary Shares trade at the
necessary premium to the issue price in the first 10 months.

 

Benn Mikula, Co-CEO and Head of Investments at Cordiant Capital, said:

"Feeding a growing global population whilst protecting the environment is one
of the defining challenges of our age. By focusing on established producers
with strong sustainable farming methods, Cordiant can deploy its sector
expertise to increase food security and generate attractive investor returns."

Patrick Funaro and Cédric Garnier-Landurie, Managing Directors of Cordiant
Capital and key principals of the Agricultural Finance Investment Team, said:

"The need for more sustainable and productive farming globally is a matter of
increasing importance, particularly in major exporting regions such as Latin
America where farmers suffer from a lack of credit. Our strategy gives medium
to large-scale farmers access to long-term finance for sustainable
agricultural technology investments such as drip-feed irrigation on attractive
terms, increasing yields and reducing environmental impacts."

 

The Global Agricultural Finance Opportunity

 

·      Food security has never been more critical - the global
population is expected to increase to 9.7 billion by 2050. A primary goal of
the United Nation Sustainable Development Goal ("UN SDG") 2 is to end hunger,
achieve food security and improved nutrition.

·      The need for sustainably grown food is increasingly important -
investments in improving crop yields and improving farm management is expected
to drive 87 per cent. growth of crop production rather than cropland expansion
(6 per cent.).

·      The majority of developed economies are net importers of basic
agricultural food and fruits - whilst many regions do produce large amounts of
agri-products, due to factors such as high population density and increased
focus on nutrition, such regions are often net importers of a range of crops,
fruits and vegetables.

·      Over a number of years, many Latin American countries have
emerged as major exporters of certain soft commodities and fruits and Latin
America is expected to reinforce its position as the world's prime supplier of
key agricultural commodities over the next ten years due to advantages such as
favourable climate conditions and lower population density.

·      However, unlike many other high production agricultural regions
such as the US, Europe and Asia, government subsidies are not widely available
to crop producers in Latin American countries. Lack of availability of
medium-term capital in these regions can be a major constraint for medium to
large-scale crop producers where other financing options are typically
short-term and therefore not suitable for longer-term investment.

·      The Cordiant agricultural finance strategy allows medium to
large-scale crop producers to access finance for longer-term capital
investment on attractive terms.

The Investment Strategy

·      The countries in which the Company will target investment will be
major agricultural producers and exporters with modern logistics
infrastructure, a range of available Off-takers, over 20 years of production
history and where conditions are conducive to providing sustainable financing
on a secured basis. The agricultural regions targeted will have favourable
crop production characteristics. The Company's initial focus will be mainly in
select Latin American countries including, Brazil, Peru, Chile, Mexico, and
Colombia which meet all of these criteria. However, the Investment Manager
will continue to monitor other regions on a case by case basis.

·      The Company will finance agricultural infrastructure and
technology investments for crop producers to help drive efficiencies with part
of the financing for shorter-term working capital purposes such as funding
seed inputs. The longer tenure investment of the Company's Agricultural Loans
will enable a continuous flow of agri-products to improve more sustainable
food supply and assist in achieving food security.

·      The crops to be financed will be soft commodities and fruits and
vegetables, such as: sugar / ethanol; soybean meal; corn; millet; blueberries;
avocados; vegetables; citrus fruits; and coffee.

·      Cordiant pursues an active management strategy through:
on-the-ground presence with the Cordiant Agricultural Finance Team based in
São Paulo regularly attending locations across Latin America in person to
review operations; extensive use of technology, including satellites;
controlling loan funds; negotiating and implementing key arrangements such as
off-take contracts and hedging, where appropriate, on behalf of an
Agricultural Loan Counterparty.

The Board

The Board of the Company which comprises four independent non-executive
directors has a diverse range of skillsets and extensive knowledge across the
asset management, agriculture and investment trust sectors.

·      Geoffrey Campbell (Chairman) - is an experienced non-executive
director having held various positions on both public and private companies.
He was non-executive chairman of DRDGold Limited, between 2005 to 2021, during
which, DRDGold transitioned from a marginal underground miner to a high-tech
volume surface reclamation operation. Geoffrey is also founder/owner at Oxford
Abstracts, which delivers online abstract submission services for the
organisers of academic and scientific conferences. Prior to this, Geoffrey has
held a variety of positions, including 5 years at Merrill Lynch Investment
Managers as research director and senior fund manager of the global Gold and
General Unit Trust. Geoffrey holds a B.Sc.honours in Geology with Geophysics
from the Royal School of Mines, Imperial College, London.

 

·      Audrey McNair (Non-executive Director) - is an experienced
non-executive director with significant experience in shaping a company's risk
management framework over her 40-year career. Currently, she is audit chair
and non-executive of both Octopus Renewables Infrastructure Trust Plc and
Jupiter Emerging & Frontier Income Trust Plc. She is also a member of the
audit committee at British Friendly Society, an insurance mutual. Previously,
she was non-executive director and chair of risk and compliance of Earl
Shilton Building Society. Over the course of her executive career, Audrey has
held several significant positions including Global Head of Business Risk,
Head of Internal Audit EMEA at ABRDN and Head of Treasury Operations Unicredit
and Head of Internal Audit HypoVereinsbank London. Audrey holds a MA honours
in French Language and Literature from St Andrews University.

 

·      Elodie Grant Goodey (Non-executive Director) - is a social
performance professional with 25 years' experience in societal risk
assessment, social performance, human rights, government, and civil society
relations. She has a valuable track record of managing key stakeholders at
executive and frontline levels in a FTSE100 company. Elodie is currently the
Senior Independent Director of SolGold plc, a Non-Executive Director for RCF
Acquisition Corp and member of the Advisory Board to Celicourt Communications.
Prior to this, Elodie was formerly Head of Societal Issues and Relationships
at BP until 2015, leading social policy management, social risk assessment,
advocacy and stakeholder engagement. In this role, she was responsible for the
company's position on societal issues such as human rights, transparency and
accountability and led the cross-functional team that drafted business and
human rights policy, impacting communities and supply chains in more than 100
countries. Previously, Elodie worked for the BBC World Service and volunteered
for a number of human rights NGOs. As a consultant over the past five years,
Elodie has worked human rights and social performance projects for the
extractive industry in Africa, Latin America and Europe. Until January 2020,
she was Non-Executive Director for Amerisur Resources, an E&P company
operating in Colombia. Elodie holds a BA in History and Politics from
University of London (UK) and the Sorbonne (France).

 

·      Alex Eito (Non-executive Director) - is an experienced commodity
trading professional with over 30 years' experience in derivatives and
physical trading, with a particular focus in the agricultural sector. Alex was
previously the chief commercial officer of Solaris Commodities S.A. Prior to
Solaris Commodities, Alex held the position of director at Alvean managing
their global trading team specialising in white sugar trading from June 2014
to November 2019. In 2011, Alex launched the commodities hedge fund LCI,
holding the position of partner and portfolio manager. At its peak, Alex
raised US$145 million for both Discretionary Portfolio and Active Index. Prior
to this, Alex was the MD of Global Agricultural Commodities at Merrill Lynch,
MD of the sugar division at Noble Group, and held various positions at
ED&F Man and Cargill. Alex holds an undergraduate degree in International
Trade from UADE, Buenos Aires.

The Investment Manager Agricultural Finance Team- Key Principals

The key members from the Investment Manager's Agricultural Finance Investment
Team who will be responsible for executing the Company's investment strategy
are:

 

·      Patrick Funaro (Managing Director) - has worked in Latin American
commodities markets for the past 27 years, mostly based in São Paulo, Brazil.
Throughout his career, Patrick has led various structural changes in the
agricultural market in Latin America, such as introducing and connecting
producers to the derivative markets to manage risk and volatility of
operations, promoting Brazilian soybean exports to China, and founding the
Brazilian Sugar Club, the largest sugar association in Brazil. Patrick was
previously a partner at Finex Commodities Partner, heading the Latin America
teams, and providing risk management instruments to commodity exporters.
Before joining Finex, Patrick was Managing Director, Head of South America -
Global Energy and Commodities group at Natixis Bank Brazil, developing and
overseeing the Latin American credit business. He held senior appointments at
ICAP Brazil (Director), Bioenergy Development Fund (Founder and CEO),
Société Générale, Fimat Group (SVP and Head of LaTam) - now Newedge group,
and CCF Bank. Mr. Funaro has founded, launched and led several businesses over
the years, covering physical trading, derivatives, private equity, debt
structuring and distribution. Mr. Funaro holds a Business Administration
Degree and a DESS (BA) in Management of New Information Technology from
University Paris -Dauphine (France).

 

·      Cédric Garnier-Landurie (Managing Director) - has worked for 10
years in the investment banking and investment management industry through
management, investment, and operational roles. Cédric is the Co-Head of
Agriculture Finance at the Investment Manager. Previously, Cédric was Chief
Revenue Officer and founding member of Knox Industries, a digital risk
management company offering insured digital asset custody solutions and
insured infrastructure. Knox was backed by Fidelity Investments, Initialized
Capital and iNovia Capital. Cédric worked as an investment banker with
merchant banking boutique Cheverny Capital focused on the technology, media,
and telecommunication (TMT) sector, food and food retail, engineering and
industrials, and financial services sectors. Cédric has gained broad
experience in origination, M&A, debt and equity financings, and investing
in companies across North America, Europe, Latin America, and Africa. Cédric
brings expertise in understanding market structures, and structuring complex
investment opportunities across industries, and jurisdictions. Cédric has a
Bachelor of Commerce, Honours in Investment Management from the McGill
University (Canada), and holds the Chartered Financial Analyst designation.

 

·      Stephen Pout (Managing Director) - has worked with commodity
finance for over 20 years. He worked as a credit analyst in Mizuho's
International Finance Group in London, working on over 40 syndications per
year for sovereigns, financial institutions and top corporate borrowers in
Africa, Middle East and Eastern Europe. After Mizuho, Stephen worked in
commodity finance in Absa Bank, working on many transactions in Africa, South
America and Mexico. After a short stint at KBC, Stephen moved to Macquarie to
set up the structured finance business in the grains market. While at
Macquarie, Stephen worked with structured commodity finance and established
the grain financing business. Stephen was instrumental in business development
for the Macquarie Crop Fund, now known as Southern Cross Grains. Stephen was a
partner of Agriservice, a Brazil-based grains brokerage that was acquired by
Gavilon in 2011, becoming Treasury Director of Gavilon Brazil in 2014, Stephen
established Bufalo Grains as a vehicle for investments in grain export
logistics, supported by investment from Finvest, a local asset manager, and
Goldman Sachs. Stephen has a Bachelor of Commerce from the University of
Newcastle (Australia), and an MSc in Finance from London Business School.

 

·      Matias Eli (Risk Managing Director) - has worked within the
agriculture commodity sector for over 25 years. He started his career at Louis
Dreyfus trading ethanol, cocoa and rice until 1995. After Louis Dreyfus,
Matias joined Bankers Trust where he built the first OTC derivative franchise
for an American bank, offering risk management solutions to agricultural
producers. After the 1998 Russian crisis, Bankers Trust was sold to Macquarie.
At that time Matias was responsible for all Latin American operations, out of
São Paulo, and Buenos Aires. During the following 10 years at Macquarie,
Matias expanded Macquarie into structured finance, offering complete suites of
financial products to agricultural producers (mainly in Brazil), offering
hedging instruments for the top 30 producers in Brazil as well as credit
lines, generating a US$20 million annual business. Matias founded IBP in
partnership with a team of physical and derivative brokers. IBP was focused on
providing prime Brazilian clients with top execution of listed and exotic
options as well as credit lines to cover initial and variation margins on the
exchange. In 2014, Matias was asked by ED&F Man (UK) to launch their new
capital market company, called ED&F Man Capital Markets, heading the
operations in Latin American countries before becoming Global Head of
Agricultural Risk Management at ED&F Man Capital Markets with offices in
Brazil, Paraguay, Argentina, Miami, London, Dubai, and Switzerland and a team
of more than 50 employees, and revenues in excess of US$30 million per year
and a portfolio of more than 150 clients globally. During his time at ED&F
Man, Matias structured the company's fixed income operation, focused on
origination and structuring of short-term debt to agricultural producers in
Brazil and Central America. Matias holds a Business Administration Degree from
Pontifícia Universidade Católica (PUC-SP) (Brazil).

 

The Agricultural Finance Investment Team is supported by the following Senior
Executives of the Investment Manager:

·      Jean-François Sauvé (Managing Partner and Co-CEO) - has over 25
years of experience in the financial industry. He began his career at Barclays
Bank in Toronto. He subsequently joined McLeod Young Weir Limited (rebranded
ScotiaMcLeod Inc. and later the Scotia Capital Markets) and in 1993, became a
Director of the Corporate and Government Finance Department. Thereafter he was
named President of Pictet Canada L.P., where he was responsible for the North
American operations of Pictet & Cie, Switzerland's foremost private bank.
Mr. Sauvé is also a principal advisor to a major European family office. He
is Chairman of the Jeanne Sauvé Foundation. He completed his degree in
Business Administration at l'école des Hautes études Commerciales (HEC
Montréal) and later earned an MBA at INSEAD in Fontainebleau, France.

 

·      Benn Mikula (Managing Partner, Co-CEO and Head of Investments) -
has, over the course of his career, served as Managing Director and Head of
European Technology Investment Banking at JPMorgan in London as well as
Managing Director and Head of Technology Equities Research at RBC Capital
Markets (where he was the #1 ranked analyst in the sector for several years
and developed the Whistler Technology, Media & Telecoms Conference). He
has also held the directorships of several companies including MegaBrands (MB
- TSX), where he joined the board to work on that company's successful
financial restructuring. (In 2014 Megabrands was acquired by Mattel in a
US$460 million transaction.) Other board roles included Coradiant (acquired by
BMC Software in 2011) and Fibermedia (a New York-based firm that operated six
data centres before merging into vXchnge in 2014). He is currently a director
of Sanimax Industries (a large, family-owned agro-industrial concern with
operations in Canada and the US) and a member of the advisory board and senior
advisor to the CEO of hybrid cloud orchestration firm CloudOps. He has
variously served as a member of the fundraising boards of the Montreal
Neurological Hospital & Research Institute and the Montreal Children's
Hospital, President of the Acorn Society, a Special Adviser to a member of the
Shadow Cabinet (U.K. Parliament) and a patron of the Royal Shakespeare
Company. He holds both a B.A. and an M.A. from McGill University.

 

·      Stephen Foss (Managing Director, Structuring and Syndication) -
brings over 30 years of experience in capital markets and investing, most
notably at RBC Capital Markets, where he was a senior Managing Director. He
was responsible for the International Equities business for Europe and
Australasia and subsequently led a senior client coverage effort for RBC's
investment banking group with a particular focus on sovereign wealth funds. Mr
Foss oversaw a substantial build-out of RBC's capabilities in Europe and
served on the firm's European Operating Committee and Global Equity Operating
Committee. He subsequently joined the partnership of Merlin Partners LLP, a
merchant bank. Stephen was a member of the boards of Colombia-based Amerisur
Resources plc, Octant Energy plc (based in East Africa) and is on the board of
New & Lingwood and Nutraformis Ltd. He has previously worked for the
Sydney Stock Exchange, the Bank of Montreal in Canada and the UK, and has
served as a director of BOE Securities in South Africa. Mr Foss has a BA
(Hons.) from the University of Western Ontario.

 

·      Lori Trotter (Senior Vice President and Director of
Communications) - has over 25 years' experience in the investment management
industry, first with AMI Partners-a Montreal-based investment manager
servicing both institutional and retail clients-before joining the Investment
Manager in 2001. Over the years, Lori's responsibilities at the firm have
grown to include oversight of the Communications, Investor Relations and ESG
& Impact functions. Lori began her career as a Procurement Officer in a
large tech company and was responsible for negotiating and administering
long-term contracts with international suppliers. Lori has a B.A. from McGill
University.

 

·      Peter Barrett-Lennard (Managing Director) - has close to two
decades of experience in financial markets. He joined the Investment Manager
from Merlin Partners LLP, where he was a Partner. Prior to Merlin Partners, he
spent a decade at RBC Capital Markets, where he held senior roles in the
advisory group focusing on agriculture, industrials, and the energy/materials
complex. He gained broad experience in origination, M&A and debt and
equity financings for companies in Europe, Asia, and Africa, and brings
particular expertise in structuring complicated investment opportunities in
emerging market economies. He joined RBC Capital Markets from PWC, where he
was a Manager in Corporate Finance. He holds a BCom (Finance) from the
University of Western Australia.

 

Sustainability and ESG

 

The Company will be designated as an Article 8 "light green" fund in
accordance with the Sustainable Finance Disclosure Regulation ("SFDR"). The
European Supervisory Authorities (being the European Banking Authority, the
European Insurance and Occupational Pensions Authority and the European
Securities and Markets Authority) have defined SFDR Article 8 funds as
financial products that promote, amongst other characteristics, environmental
and/or social characteristics, so long as the companies in which investments
are made follow good governance practices.

 

The Investment Manager, on behalf of the Company, intends to achieve this
through the integration of sustainability risk indicators into investment
decisions (including environmental, social and/or governance risks and/or
considerations), as well as positive engagement with the Agricultural Loan
Counterparties to promote efficiencies within and/or introduce more
sustainable elements to farming practices.

Prior to providing finance to an Agricultural Loan Counterparty, the
Investment Manager will assess the Agricultural Loan Counterparty against a
number of ESG KPIs including:

·      Compliance with local and international environmental laws;

·      Adherence to labour laws and practices;

·      Protection of natural water sources;

·      Maximisation of by-products for waste reduction;

·      Measures to preserve biodiversity; and

·      Use of best agricultural practices.

As part of the provision of finance to an Agricultural Loan Counterparty, the
Investment Manager will assess the use of proceeds provided to ensure that a
portion of the funds are utilised to promote more sustainable crop production.
This assessment will be made on a case by case basis depending on the crops
being produced and the intended use of proceeds.

 

Cordiant supports an end to deforestation and the promotion of biodiverse
ecosystems. The Cordiant Group is one of the 57 signatories of the Cerrado
Manifesto and is committed to halting forest loss associated with agricultural
commodity production and to working with industry, producers, governments and
civil society to protect globally important natural landscapes (such as the
Brazilian Cerrado) within a framework of good governance and land planning
policy.

 

Through its ESG approach, the Investment Manager will seek to promote the
following UN SDGs:

 

·      2. Zero Hunger

·      7. Affordable and Clean Energy

·      8. Decent Work and Economic Growth

·      9. Industry, Innovation and Infrastructure

·      10. Reduced Inequalities

·      11. Sustainable Cities and Communities

·      13. Climate Action

·      15. Life on Land

 

Further details of the Company's ESG approach will be set out in the
Prospectus.

 

The IPO

 

·      The Prospectus for the proposed IPO is due to be published in due
course, which will contain further details of the expected timetable. The
Company expects to apply for admission of the Ordinary Shares to the premium
listing segment of the Official List and to trading on the Main Market of the
London Stock Exchange and for the Subscription Shares to be admitted to the
standard listing segment of the Official List and to trading on the Main
Market of the London Stock Exchange. The Company intends to carry on business
as an investment trust.

 

·      Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg")
is acting as Sponsor, Global Coordinator and Joint Bookrunner in relation to
the IPO.

 

·      RBC Capital Markets ("RBC") is acting as Joint Bookrunner in
relation to the IPO.

The attention of investors is drawn to the risks associated with an investment
in the Company which, in particular, include the following:

 

Key risks relating to the Company

·      The Company is newly formed and has no operating history.

·      The Company's targeted returns are based on estimates and
assumptions that are inherently subject to significant uncertainties and
contingencies, and the actual rate of return may be materially lower than the
targeted returns.

Key risks relating to the investment policy

·      The Company may not meet its investment objective and there is no
guarantee that the Company's target dividend and/or target returns, as may be
adopted from time to time, will be met.

·      Defaults by Agricultural Loan Counterparties may harm the
Company's operating results and Net Asset Value.

·      Agricultural land collateral will be illiquid and may be
difficult to realise at a particular time.

·      The Agricultural Loan Counterparties, to whom the group lends
money, may be impacted by future climate changes, adversely impacting crop
production, and therefore the value, of their relevant agricultural land
assets.

·      The performance of the Group's Agricultural Loans will depend on
general agriculture market and economic conditions.

·      The collateral and security arrangements under an Agricultural
Loan in which the Group has invested may not have been properly created or
perfected, or may be subject to other legal or regulatory restrictions

Risks relating to the company's alternative investment fund manager ("AIFM")
and the Investment Manager

·      Reliance on the AIFM and the Investment Manager.

·      The loss of key members of the Investment Manager's Agricultural
Finance Investment Team might have a negative impact on the Company's ability
to achieve its investment objective

Key risks relating to regulation, taxation and the Company's operating
environment

·      Changes in laws or regulations governing the Company, the AIFM or
the Investment Manager and their respective businesses may adversely affect
the business and performance of the Company.

 

For further information, please contact:

 Cordiant Capital Inc.                  +44 (0)20 7201 7546

 Cédric Garnier-Landurie

 Patrick Funaro

 Stephen Foss

 Berenberg                              +44 (0)20 3207 7800

 Investment Banking

 Gillian Martin

 Ciaran Walsh

 Dan Gee-Summons

 Sales

 James Hunt

 Henry Davis

 RBC                                    +44 (0)207 653 4000

 Matthew Coakes

 Charlie Foster

 Oliver Hearsey

 Max Avison

 Jack Wood

 Celicourt (PR adviser to the Company)  +44 (0)20 8434 2643

 Philip Dennis

 Jimmy Lea

 

 

IMPORTANT LEGAL INFORMATION

This announcement is a financial promotion and is not intended to be
investment advice. This announcement does not constitute, and may not be
construed as, an offer to sell or an invitation to purchase investments of any
description or a recommendation regarding the issue or the provision of
investment advice by any party. No information set out in this announcement is
intended to form the basis of any contract of sale, investment decision or any
decision to purchase shares in the Company.

This is a financial promotion and is not intended to be investment advice. The
content of this announcement, which has been prepared by and is the sole
responsibility of the Company, has been approved by Joh. Berenberg, Gossler
& Co. KG, London Branch solely for the purposes of section 21(2)(b) of the
Financial Services and Markets Act 2000 (as amended) ("FSMA").

The target returns and dividends set out in this announcement are targets only
and are not profit forecasts. There can be no assurance that these targets can
or will be met and they should not be seen as an indication of the Company's
expected or actual results or returns. The Company's ability to distribute
dividends will be determined by the existence of sufficient distributable
reserves, legislative requirements and available cash reserves.
Accordingly, investors should not place any reliance on these targets in
deciding whether to invest in Ordinary Shares or assume that the Company will
make any distributions at all.

The information in this announcement is for background purposes only and does
not purport to be full or complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy or
completeness. The material contained in this announcement is given as at the
date of its publication (unless otherwise marked) and is subject to updating,
revision and amendment. In particular, any proposals referred to herein are
subject to revision and amendment.

Recipients of this announcement who are considering acquiring Ordinary Shares
following publication of the Prospectus are reminded that any such acquisition
must be made only on the basis of the information contained in the Prospectus
which may be different from the information contained in this announcement. A
subscription for Ordinary Shares is subject to specific legal or regulatory
restrictions in certain jurisdictions. Persons distributing this announcement
must satisfy themselves that it is lawful to do so. The Company assumes no
responsibility in the event that there is a violation by any person of such
restrictions.

The Company may decide not to go ahead with the possible Issue and there is
therefore no guarantee that a Prospectus will be published, the Issue will be
made, or Admission will occur. Potential investors should not base their
financial decision on this announcement. Acquiring investments to which this
announcement relates may expose an investor to a significant risk of losing
all of the amount invested. Persons considering making investments should
consult an authorised person specialising in advising on such investments.
This announcement does not constitute a recommendation concerning a possible
offer. The value of shares can decrease as well as increase. Potential
investors should consult a professional advisor as to the suitability of a
possible offer for the person concerned.

The value of shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements.  When you sell your
investment you may get back less than you originally invested.

This announcement may not be published, distributed or transmitted by any
means or media, directly or indirectly, in whole or in part, in or into the
United States. This announcement does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States. The
securities mentioned herein have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with
any securities regulatory authority of any state or other jurisdiction of the
United States and, subject to limited exceptions, will not be offered, sold,
exercised, resold, transferred or delivered, directly or indirectly, in or
into the United States or to, or for the account or benefit of, any US person
(as defined under Regulation S under the US Securities Act). The Company has
not been, and will not be, registered under the U.S. Investment Company Act of
1940, as amended. No public offering of securities is being made in the United
States.

Neither this announcement nor any copy of it may be taken or transmitted into
or distributed in any member state of the European Economic Area, Canada,
Australia, Japan or the Republic of South Africa or to any resident thereof.
Any failure to comply with these restrictions may constitute a violation of
the securities laws or the laws of any such jurisdiction. The distribution of
this announcement in other jurisdictions may be restricted by law and the
persons into whose possession this announcement comes should inform themselves
about, and observe, any such restrictions.

This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements relate to matters that are not
historical facts regarding the Company's investment strategy, financing
strategies, investment performance, results of operations, financial
condition, prospects and the dividend policies of the Company and the
investments in which it will invest. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. There are
a number of factors that could cause actual results and developments to differ
materially from those expressed or implied by these forward- looking
statements. These factors include, but are not limited to, changes in general
market conditions, legislative or regulatory changes, changes in taxation
regimes or development planning regimes, the Company's ability to invest its
cash in suitable investments on a timely basis and the availability and cost
of capital for future investments.

Joh. Berenberg, Gossler & Co. KG, London Branch, which is authorised and
regulated by the German Federal Financial Supervisory Authority and, in the
United Kingdom, is deemed authorised under the Temporary Permissions Regime
and subject to limited regulation by the Financial Conduct Authority is acting
exclusively for the Company and for no one else in connection with the
possible Issue and will not be responsible to anyone (whether or not a
recipient of this announcement) other than the Company for providing the
protections afforded to clients of Berenberg or for affording advice in
relation to the possible Issue, the contents of this announcement or any
matters referred to herein. This does not exclude any responsibility which
Berenberg may have under FSMA or the regulatory regime established thereunder.

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by
the Prudential Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation Authority is acting
exclusively for the Company and for no one else in connection with the
possible Issue and will not be responsible to anyone (whether or not a
recipient of this announcement) other than the Company for providing the
protections afforded to clients of RBC or for affording advice in relation to
the possible Issue, the contents of this announcement or any matters referred
to herein. This does not exclude any responsibility which RBC may have under
FSMA or the regulatory regime established thereunder.

Apart from the liabilities and responsibilities (if any) which may be imposed
on Berenberg or RBC by FSMA or the regulatory regime established thereunder,
neither Berenberg nor RBC makes any representations, express or implied, nor
accepts any responsibility whatsoever for the contents of this announcement
nor for any other statement made or purported to be made by Berenberg and/or
RBC or on their respective behalf in connection with the Company, the Ordinary
Shares, the Subscription Shares, the possible Issue or Admission. Berenberg,
RBC and their respective affiliates accordingly disclaim all and any liability
(save for any statutory liability) whether arising in tort or contract or
otherwise which it or they might otherwise have in respect of this
announcement or any such statement.

Subject to their respective legal and regulatory obligations (including under
the Prospectus Regulation Rules), the Company, Cordiant, Berenberg and RBC
expressly disclaim any obligations or undertaking to update or revise any
forward-looking statements contained herein to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based unless required to do so by
law or any appropriate regulatory authority, including FSMA, the listing rules
made by the FCA under section 73A of FSMA, the rules and regulations made by
the FCA under Part VI of FSMA as amended from time to time, the disclosure
guidance and transparency rules made by the FCA under Part VI of FSMA , the UK
version of Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 on the prospectus to be published when securities are
offered to the public or admitted to trading on a regulated market which is
part of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended by The Prospectus (Amendment, etc) (EU Exit) Regulations 2019 and the
UK version of on market abuse which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended the Market Abuse Regulation
(EU) No. 596/2014.

None of the Company, Cordiant, Berenberg, RBC or any of their respective
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. The Company, Cordiant, Berenberg and RBC, and their respective
affiliates, accordingly disclaim all and any liability whether arising in
tort, contract or otherwise which they might otherwise have in respect of this
announcement or its contents or otherwise arising in connection therewith.

The content of this publication has not been approved by the United Nations
and does not reflect the views of the United Nations or its officials or
Member States. https://www.un.org/sustainabledevelopment
(https://www.un.org/sustainabledevelopment)

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