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AECI - Notifications: Manifest Error, Sustainability Compliance Certificate & Sustainability Margin Adjustment Event

Published: 2024-04-29 18:15:21 ET
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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 A DELAY IN CORRECTING THE MAINFEST ERROR, DELAY OF THE AVAILABILITY OF
THE SUSTAINABILITY COMPLIANCE CERTIFICATE AND A SUSTAINABILITY MARGIN ADJUSTMENT EVENT

This notice is delivered by the Issuer (this Notice) to each holder (the Noteholder) of ZAR535,000,000 senior
unsecured floating rate notes due 11 September 2026 (AECI05) (the AECI05 Notes) and ZAR465,000,000 senior
unsecured floating rate notes due 11 September 2028 (AECI06) (the AECI06 Notes, together referred to as the
Notes, 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 programme
memorandum dated 4 September 2023, as amended and restated from time to time (the Programme
Memorandum), in accordance with Condition 20 (Notices) of the Terms and Conditions read with each of the
applicable pricing supplements in respect of the Notes (the Applicable Pricing Supplements) for purposes of giving
notice to the Noteholders of (i) the correction of the manifest error, (ii) delay of the availability of Sustainability
Compliance Certificate, and (iii) a Sustainability Margin Adjustment Event (each term as defined in the Applicable
Pricing Supplements).

Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the Terms
and Conditions and/or the Applicable Pricing Supplements.

1.    Notice

      The Issuer hereby gives notice to each Noteholder that:

1.1      Notification of a delay in correcting the manifest error

         due to a delay in the audit of denominator of the baseline’s for KPI 1 (Reduction in effluent discharge
         intensity) and KPI 2 (Reduction in carbon intensity) for which a manifest error was identified and
         announced on 14 December 2023, the recalibration for the applicable Sustainability Performance Targets
         (SPTs) has been delayed. An audited denominator for the baseline’s of KPI 1 (Reduction in effluent
         discharge intensity) and KPI 2 (Reduction in carbon intensity) is critical to ensuring the accuracy of the
         recalibration for the SPTs. This delay has in turn resulted in the delay of the availability of the amended and
         restated Applicable Pricing Supplements for the Notes, updated Sustainability Linked Finance Framework
         and updated Second Party Opinion. The Issuer intends on making the above-mentioned updated
         documents available for publication on or about 4 June 2024;

1.2      Notification of a delay of the availability of the Sustainability Compliance Certificate

         the release of the Sustainability Compliance Certificate has been delayed and will not be available by the
         Sustainability Compliance Certificate Delivery Due Date as required under paragraph 1.9 of Appendix 1, of
         the Applicable Pricing Supplements for each Note. The delay is attributed to the reasons set out in
         paragraph 1.1 above. The Issuer intends on making the Sustainability Compliance Certificate available for
         publication on or about 4 June 2024; and
1.3      Notification of a Sustainability Margin Adjustment Event

         the Issuer was unable to deliver the Sustainability Compliance Certificate accompanied by the
         Sustainability Assurance Report by the applicable Sustainability Compliance Certificate Delivery Date.

         Accordingly, the Initial Margin in relation to Target Observation Period 1 will be increased by 5 basis points
         for the Interest Period commencing after the Sustainability Compliance Certificate Delivery Date, being 11
         June 2024, and the new applicable Margin for the Notes are as follows:

         Bond code:            AECI05
         ISIN:                 ZAG000199258
         Margin:               3 Month ZAR-JIBAR plus 144 basis points

         Bond code:            AECI06
         ISIN:                 ZAG000199266
         Margin:               3 Month ZAR-JIBAR plus 155 basis points


29 April 2024

Debt sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)




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