San Miguel sustainable notes issue

Pérez Alati Grondona Benites & Arntsen has acted as counsel to the arranger and the underwriters, in the issuance of its additional series VIII senior unsecured notes, linked to sustainability and Nicholson y Cano has acted as legal counsel to San Miguel, a producer and exporter of lemons in the southern hemisphere.

The issue was made on 6 March 2023 for a nominal amount of US $12,189,140, at an issue price of 99.32%, are denominated in US dollars and payable in pesos at the applicable exchange rate; at a fixed rate of 3.5% nominal per annum (which may be increased as detailed below), maturing on 28 November 2024, all under its global programme for the issuance of simple negotiable obligations for a nominal amount of up to US$ 250,000,000.

The proceeds will be applied to the integration of working capital and the refinancing of San Miguel’s short-term liabilities.

The Additional Series VIII Notes have the same terms and conditions as the Series VIII Notes issued on 28 November 2022 for a par value of 37,810,860, constituting a single series and being fungible with each other.

Furthermore, the Additional Series VIII Notes were issued in line with the Sustainability-Linked Bond Principles contained in the Sustainability-Linked Bond Guide and the Regulations for the listing of Negotiable Obligations and Public Securities of the Argentine Stock Exchanges and Markets.

As from 28 February 2024, the interest rate of the Additional Series VIII Notes will be increased by (i) 100 basis points, provided that it does not exceed 25% of the applicable interest rate; or (ii) 50 basis points; whichever is greater between (i) and (ii), unless San Miguel proves compliance with a sustainability performance target that consists of reaching a 70% share of renewable energy to supply its industrial complex, which would imply reaching a 49% reduction of greenhouse gas emissions (CO2 Equivalent) in the 12-month period beginning on 30 November 2022 and ending on 30 November 2023.

Banco Santander Argentina acted as arranger and underwriter; while Balanz Capital Valores, Allaria Ledesma & Cía., Banco de la Provincia de Buenos Aires, TPCG Valores, Global Valores, Max Capital, Facimex Valores, Latin Securities, Stonex Securities and Puente Hnos acted as underwriters.

Based in the Province of Tucumán, San Miguel is engaged in the production, marketing and export of fresh citrus fruits from the southern hemisphere. The company is also the world leader in the processing of value-added citrus products, accounting for 15% of global lemon grindings. San Miguel is recognised by its more than 200 international premium customers in over 50 countries as a reliable citrus producer with high quality standards.

Nicholson y Cano’s team was led by partner Marcelo Villegas, with support from associates Juan Martín Ferreiro, María Clara Pancotto and Mariana Carbajo, and paralegal Darío Pessina.

PAGBAM’s team was composed of partner Diego Serrano Redonnet, and associates Alejo Muñoz de Toro, Nahuel Perez de Villarreal and Joaquín López Matheu.