Fixed-Rate Secured Note Offering
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Fixed-Rate Secured Note Offering* Issue Amount: €400,000,000 Interest Rate: 4.5 % per annum Maturity Date: 31 December 2025 ISIN: XS2342917007 Solargreen Opportunities DAC (the “issuer”) - a wholly owned subsidiary of Solargreen Investment Holdings Limited - (the “Borrower”) NOTE: Capitalised terms not otherwise de ned herein shall have the meaning attributed to them in the Listing Particulars. The Listing Particulars of the Issuer are available at www.solargreenholdings.com. *The Fixed-Rate Secured Note O ering is for professional accredited Investors only. This presentation is for Informational purposes only and does not constitute an o er of securities to the public in Ireland or in any other jurisdiction. It is recommended that each potential subscriber or purchaser of the Notes seek independent legal and nancial advice before entering into any obligations pursuant to the Listing Particulars. Confidential and Proprietary Copyright 2021 Solargreen Opportunities DAC. All Rights Reserved. 1 ff ff fi fi
• The Issuer is an Irish company limited by shares. The Issuer is positioned to be a ‘Qualifying Issuer’ as de ned Fixed-Rate Secured in Section 110 of Ireland’s Taxes Consolidation Act 1997 (as amended) and to elect into that securitisation Note Rationale regime to achieve a neutral tax position. • The rst series of Fixed-Rate Secured Notes has a 5 year maturity date with a total Issue amount up to €400,000,000 that takes advantage of the current buoyant gold and other precious metals market. The Notes are secured pursuant to the Trust Deed which provides signi cant security for investors while o ering a medium/high yield certainty within the corporate bond space. • The Fixed-Rate Secured Notes are listed on the Global Exchange Market ("GEM") of Euronext Dublin, Ireland. Proceeds of the Notes will be on-lent to the Borrower to pursue its capital-intensive business mission over the next 5 years. • The Borrower is an Irish company limited by shares with a gold investment business objective. It has assets of €800,000,000 and no bank borrowing or signi cant liabilities. It owns the entire share capital of the Issuer. The directors of the Issuer are independent from the board of directors of the Borrower. Confidential and Proprietary Copyright 2021 Solargreen Opportunities DAC. All Rights Reserved. 2
Fixed-Rate Secured Issuer Solargreen Opportunities DAC Note Offering ISIN XS2342917007 Summary LEI 635400TZMHKMNBL4XK76 Issue Amount Up to €400,000,000.00 Interest Rate 4.5% per annum (payable half-yearly) Listing Euronext GEM Market Period 5 years Maturity Date 31 December 2025 Class Fixed-Rate Secured Notes Currency EUR Use of Proceeds The Issuer will on-lend the proceeds of the Notes of each Series to the Borrower. The Loan will be secured by a fixed and floating charge over the assets of the Borrower. Confidential and Proprietary Copyright 2021 Solargreen Opportunities DAC. All Rights Reserved. 3
€400M Bond Holders Bondholder Security Fixed-Rate Secured Note (SIHL) f DAC ur o n favo D i Solargreen Investment Holdings rge al cha €400M €800M Assets* Leg Held by Ferrari and pledged to & for Loaned to SIHL the benefit of the Bondholders €€€ Under Security of Pledged Assets *Value Confirmed by Bank Santander €400M Proceeds of Bond Sales 4
The Issuer Board of Directors* • Patrick Vincent Landy - Chairman, Director - Ireland • Francis Seng-Kiat Chua - Director - Singapore • Sam Paul Dang - Director - France • Christopher Stears - Director - United Kingdom • Michael Eugene MacMahon - Director - Ireland Legal Advisors: LK Shields Solicitors LLP, Dublin Professional Settlement Agent: Bank of New York Mellon, London Advisors Placement Agents: iCapital, Zurich Corporate Services: Trustmoore Ireland Limited, Dublin Paying Agent: Bank of New York Mellon, London Auditors: Mazars CPA, Dublin Listing Agent: Davy Stockbrokers, Dublin and London Bankers: Bank of Ireland, Dublin * Full biographies are on the company website Confidential and Proprietary Copyright 2021 Solargreen Opportunities DAC. All Rights Reserved. 5
Overview The directors and shareholders of the Borrower have over a decade of experience in the business of gold production, mining, and re ning. The Borrower has assets of more than €800,000,000 and has no existing bank borrowings or debt. and Mission The Borrower intends to take advantage of the attractive corporate structures in Ireland and to focus on the current buoyant international market for gold and other precious metals and thereby further increase the assets of the Borrower, thereby providing an attractive investment return to its clients. In that regard, the objective of the Borrower is to develop exploration and investment in gold products including mining, re nery, and operation and to focus on the development of the gold business and mining opportunities. There are currently several worldwide investment opportunities being researched by the management team of the Borrower and at least one of these is at contract stage which will guarantee gold production of at least 1,000 kg per month. Confidential and Proprietary Copyright 2021 Solargreen Opportunities DAC. All Rights Reserved. 6 fi fi
Business Sector Status & Market Opportunity • Demand for gold has increased steadily during the last decade. Due to supply side shortages, prices have increased 400% over the same period. • Demand for gold is forecast to continue to grow strongly for some years to come, fuelled by safe-haven investment and value storing strategies plus the need by now rapidly advancing high-tech industrial processes, including: biomedical, thermal, electrical conductivity, and space based (anti corrosive) equipment. • Improvements in the supply of gold in order to meet the future demand curve is becoming evident but, this masks some signi cant changes in the structure and sourcing of production and in the economics of mining. • A strategy to solve today’s challenge to the economics of mining and to optimise pro tability in the supply chain now involves the application of niche sourcing arrangements and considerable market and value-added expertise. Close strategic partnerships between mines, dependable intermediaries, value added service providers (re ning, assaying etc.) and market makers, is essential. • Competing mining entities will increasingly need to lock in speci c price/volume commitments to underpin new exploration costs and debt servicing. Access to lowest cost production will be a dominant factor in the future economics of mining. • The lucrative non-gold market sector consisting of platinum group metals ("PGM"), silver, and rare earth is set to rapidly expand over the next 5 years on the back of increased roll out of clean energy technologies, hydrogen fuel cells and revolutionary battery systems. It is anticipated that PGM will increase by 30 fold. Confidential and Proprietary Copyright 2021 Solargreen Opportunities DAC. All Rights Reserved. 7 - fi fi fi
Business Model • Astute negotiating of spot and forward purchasing agreements for ore/dor with partner mining entities, is a 2021 2025 key to success. The Borrower can achieve this via its demonstrable track record of its management team. • Buy/sale operations in this respect will be managed in such a way as to realise a gross margin on re nery exit of at least between 8% and 10%. • The Borrower has several worldwide gold sourcing opportunities which are being advanced by its management team with at least one at contract stage. This one medium term contract alone will all but guarantee gold production and supply of at least 1000 kg per month and thus substantially underpin the Borrower's revenue forecasts. All of the Borrower's revenue forecasts are conservatively predicted at 2021 gold pricing levels. • Develop complimentary operating strategies to capitalise on surging demand and supply opportunities. • Maintain low risk, cash optimised, commercial engagements. • The purchasing and transporting via high-security carriers such as Brinks and Ferrari of raw gold to a designated re nery of the Borrower, such as Argor-Heraeus, and the sale of bullion which complies only with GLD standard via wholesale gold bullion markets. Confidential and Proprietary Copyright 2021 Solargreen Opportunities DAC. All Rights Reserved. 8 - fi é
Use of Loan Proceeds of the Notes will be on-lent to the Borrower and will be secured on the assets of the Borrower. The Borrower will use the proceeds of the Notes to purchase raw gold from established gold mining companies at Proceeds highly competitive prices. Confidential and Proprietary Copyright 2021 Solargreen Opportunities DAC. All Rights Reserved. 9
Use of Loan Proceeds Purchases Gold Bullion €€ to Mining Company Bullion Doré Brinks Gold Mine Refinery Ferrari 10
Financial Overview Confidential and Proprietary Copyright 2021 Solargreen Opportunities DAC. All Rights Reserved. 11
Business Risk • In support of its obligations under the Loan Agreement with the Issuer, the Borrower has granted a rst xed charge and rst priority security interest over the secured assets in favour of the Issuer. The current valuation of Assessment & the Secured Assets is in excess of US$ 1 Billion, which has been veri ed by Bank Santander. Mitigation • The Borrower has also granted a oating charge over all of its assets and undertakings which will include Dor , gold and other precious metals. Accordingly, the risk of a default by the Borrower in meeting its loan principal obligation to the Issuer is exceedingly low. Confidential and Proprietary Copyright 2021 Solargreen Opportunities DAC. All Rights Reserved. 12 fi fl fi
Further Details Below, is a brief summary of the comprehensive information available on the Solargreen website. • Fixed-Rate Secured Note Listing Particulars • Series 1 Pricing Supplement • Subscription Form/Agreement • Form of Note • Solargreen Investment Holdings Business Plan & Information Memorandum • www.solargreenholdings.com Confidential and Proprietary Copyright 2021 Solargreen Opportunities DAC. All Rights Reserved. 13
Important Information and Disclaimer Legal Disclaimer This presentation (the "Presentation") relates to the Issuer and the Borrower (together "Solargreen") and has been delivered to you for information purposes only. This Presentation does not constitute a public o er to subscribe and/ or purchase Notes in Ireland or in any other jurisdiction. Without prejudice to the generality of the foregoing, the issue of this Presentation shall not be deemed to be any form of commitment on the part of the Issuer (or any other person) to proceed with any investment. The information in this Presentation, which does not purport to be comprehensive, has been provided by Solargeen and has not been independently veri ed. Whilst this Presentation has been prepared in good faith, no representation, warranty or undertaking, express or implied, is or will be made, and no responsibility or liability is or will be accepted by Solargreen or by any of their o cers, employees, agents or advisers, in relation to the accuracy or completeness of this Presentation, the information contained in this Presentation or any other written or oral information made available to any interested party or its advisers in connection with this Presentation, and any such liability is expressly disclaimed. In particular, but without prejudice to the generality of the foregoing, no representation, warranty or undertaking is given as to the achievement or reasonableness of any future projections, management estimates, prospects or returns contained in this Presentation or in such other written or oral information. Each recipient acknowledges and agrees by accepting this Presentation that no person has, nor is held out as having, any authority to give any statement, warranty, representation, or undertaking on behalf of the Solargreen. The foregoing shall not limit the liability of any person in respect of fraud or otherwise as prohibited by applicable laws. Solargreen gives no undertaking to provide any recipient with access to any additional information or to update this Presentation or any additional information, or to correct any inaccuracies in it which may become apparent. Confidential and Proprietary Copyright 2021 Solargreen Opportunities DAC. All Rights Reserved. 14 ffi fi
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