Agricover Holding SA announces its intention to list on the Bucharest Stock Exchange
Agricover Holding SA ("Agricover" or the "Company", together with its subsidiaries, Agricover Distribution SA, Agricover Credit IFN SA and Agricover Technology SRL, the "Group"), a prominent player in the agribusiness market in Romania, announces its intention to conduct an Initial Public Offering (the "Offering"). The Offer will include a maximum of 145,436,236 new ordinary shares issued by the Company as part of a share capital increase, as well as up to 800,622,551 existing ordinary shares held by the Company's current shareholders, Mr. Jabbar Kanani and the Bank European Bank for Reconstruction and Development ("EBRD") (together the "Selling Shareholders"). The offer will take place after the approval of the offer prospectus ("Prospectus") by the Financial Supervisory Authority of Romania ("ASF"), according to a press release.
"Over two decades, Agricover has been a consistent supporter of farmers, offering them access to agricultural inputs, financing solutions and emerging digitalization, which promotes the practice of sustainable and responsible agriculture at the level of Romania. Our firm commitment to sound principles of corporate governance, pragmatic and prudent management, transparency and accountability has helped us become a prominent player in the Romanian agricultural sector. Despite facing unprecedented challenges in recent years, Agricover has consistently delivered improved financial results and increased its market share. As part of our sustainable development strategy and in line with our ambition to define tomorrow's agriculture, we are pleased to announce our intention to list Agricover on the Bucharest Stock Exchange. Building on the success of our €40 million 2021 bond issue, our goal is to continue to attract development capital and new investors to join us on our path to success," said Jabbar Kanani, President to the Board of Directors of Agricover Holding.
The offer will consist of a public offer addressed to retail and institutional investors in Romania and an offer intended for eligible investors outside Romania, in accordance with the provisions of the Prospectus. Following the approval of the Prospectus by the ASF and the successful conclusion of the Offer, Agricover intends to apply for admission to trading of the shares on the regulated market operated by the Bucharest Stock Exchange ("BVB"). WOOD & Company Financial Services, a.s. is acting as Sole Global Coordinator and Bookrunner for the Offer. S.S.I.F. TRADEVILLE S.A. acts as Retail Agent for the Offer.
GENERAL PRESENTATION OF THE GROUP:
The group was established in 2000 by local entrepreneur Mr. Jabbar Kanani. In 2017, the European Bank for Reconstruction and Development became a major institutional investor in Agricover Holding SA, which currently holds 12.727% of the Company's share capital. Also in 2018, Adama Agriculture BV became a significant strategic investor in Agricover Distribution SA, holding 10% of the subsidiary's share capital. With 22 years of experience in the industry and an entrepreneurial approach to business development, Agricover is today a group of companies serving the agribusiness sector in Romania, responding to the essential needs of farmers. Through its subsidiaries, the Group offers farmers an integrated range of agricultural inputs, financing and digital solutions aimed at increasing agricultural productivity, reducing operating costs, financing activity and growth and developing efficient and sustainable agricultural business models.
The group has two main business segments: the distribution of agricultural inputs, carried out by Agricover Distribution SA ("Agribusiness") and specialized financing for farmers, provided by a non-banking financial institution, Agricover Credit IFN SA ("Agrifinance"). The two segments together generate the majority of the Group's revenues and operating results.
In 2021, the Group expanded its service portfolio by launching a "one-stop-shop" digital platform called Crop360, operated by Agricover Technology SRL. This platform offers farmers the latest digital innovations in global agriculture, as well as the integration of online sales and banking interactions with the Group's customers. Through Crop360, the Group provides an easy experience to all its customers, simplifying the process of accessing the necessary agricultural inputs and financial resources, while leveraging technology to drive growth and sustainability.
KEY ASPECTS OF THE BUSINESS:
Strong position in a defensive sector with dynamic growth, playing a key role in global sustainability
- The Right Sector: Agriculture is a key sector in the context of global sustainability efforts, benefiting from dynamic growth prospects fueled by global population growth.
- The right geography: Romania is one of the largest producers of cereals in the EU and a cereal hub between Europe, Asia and Africa.
- Strong position: Agricover holds a leading position in its key market segments, with a market share of 15.9%[1] in the crop protection product segment, 9.5%1 in the certified seed segment and 8, 4%1 in the segment of crop nutrition products, at the level of the 2021 agricultural year[2], and a market share of 6.9% compared to the total of agricultural credits granted in Romania on December 21, 2022[3].
Innovative, synergistic business model that turns expertise into competitive advantages
- Deep expertise in the field: The Group's expertise, accumulated over more than 20 years of existence, represents one of its main competitive advantages and involves understanding regional and local particularities, in the global food and agricultural context, as well as maintaining close relationships, built over time, with world-leading technology input suppliers, coupled with continuous direct interaction with farmers, all of which translates into a strong ability to anticipate market trends and thus develop a direction clear strategic.
- Holistic solutions focused on the farmer: Agricover offers its customers an extensive portfolio of products designed to cover the essential needs of farmers, from high-performance technological inputs from various manufacturers to specialized financing tailored to the specifics of the sector (e.g. aligned with harvest time) and digital farming tools that enable farmers to optimize input consumption, increase yields and develop sustainable and profitable farms.
- Robust, integrated risk management platform: Agricover's approach to risk management is designed to fully utilize certain competitive advantages in managing credit risk related to both trade and finance debt, such as combined knowledge and data gathered by both Agribusiness and Agrifinance segments, preventive monitoring through regular on-site visits, adequate guarantees, sector expertise, personalized customer assessment and exposure limitation.
- Large loyal customer base: Steady growth in customer base over the years with a Compound Annual Growth Rate (CAGR) of 15.8% since 2017, reaching 9,949 farmers as of of and for the year ended December 31, 2022, is proof of the diversity and quality of the solutions offered and the efficiency of the sales teams in the integration of new customers, by anticipating and addressing the needs
Solid financial results with sustainable and resilient growth
- Despite the increase in frequency and severity of disruptions that have affected the world, the region, the sector and, implicitly, Agricover over the past 3 years, the Group has proven its resilience and registered a 19.1% CAGR of the EPS indicator (Earnings Per Share - the result per share) basic and diluted, from continuing operations, according to the financial statements.
Clear strategic plan backed by an impressive track record of growth
- Expansion: The Group intends to accelerate organic growth and complement it with strategic mergers and acquisitions, with the possibility of accessing new segments or compatible markets and comp
- Synergy: Agricover wants to leverage its unique integrative knowledge and service delivery capability to enhance cross-selling opportunities.
- Digital transformation: The Group paves the way for the large-scale absorption of technology by Romanian farmers, through their adoption of competitive and sustainable agricultural practices.
Management team
- Strong and experienced management team that uses its expertise gained in a wide variety of sectors, effectively combining knowledge with new perspectives related to digitization, artificial intelligence, machine learning, as well as different cultures, nationalities and experiences, and last but not least row, with local and international best practices.
FINANCIAL RESULTS
Agricover recorded revenues of approximately 2.55 billion lei in 2022, an increase of approximately 50% compared to 2021, and a consolidated net profit of approximately 91.3 million lei, an increase of approximately 7% compared to 2021. In 2022, Agricover continued to expand its customer portfolio, providing agricultural inputs and financing to 9,949 customers, approximately one-third of whom benefited from products and/or services provided by both Agricover Distribution and Agricover Credit.
At the Agricover Credit level, the gross accounting value of loans and advances granted to customers on December 31, 2022 reached approximately 2.84 billion lei, an increase of approximately 42% compared to the end of 2021. The rate of non-performing loans continued to be below average sector, being 2.9% on December 31, 2022, compared to the agricultural sector average of 3.1% on September 30, 2022[4].
The group continued to invest in 2022 in the automation of business processes and the digital future of agriculture. Since its launch in November 2021, the Crop360 platform has been deployed on more than 3,000 farms to date. The platform represents a key investment made by the Group in the field of research and innovation to support Romanian farmers to become more competitive and skilled, especially in the context of accelerated transformations taking place in the agricultural sector globally.
The group had, on December 31, 2022, 510 permanent employees and a total number of 518 employees, including agency, temporary and trainee employees.
KEY ASPECTS OF THE PLANNED PUBLIC OFFER
- The offer will comprise a share capital increase of up to 436,236 new shares and a sale of up to 800,622,551 existing shares. The selling shareholders are EBRD, which will sell up to 189,071,146 existing shares, representing approximately 10% of Agricover's total outstanding shares, and Mr. Jabbar Kanani, who will sell up to 611,551,405 existing shares, representing approximately 32% of the total number of outstanding shares of Agricover.
- The net funds raised will be used to support the growth strategy envisaged by the Group.
- The value of the free float following the Offer will depend on the number of new shares issued by the Company and the number of existing shares sold to new investors in the Offer. However, the free-float is expected to be at least 40% if no stabilization actions are taken. Agricover's founder, Mr. Jabbar Kanani, who currently owns 87.269% of the share capital, will own the majority of the Company's shares upon completion of the Offer.
- WOOD & Company Financial Services, is acting as Sole Global Coordinator and Bookrunner for the Offer. S.S.I.F. TRADEVILLE S.A. acts as Retail Agent for the Offer.
- The offering will be structured as an offering of shares offered (i) in Romania to the public and (ii) outside the United States and Romania, in offshore transactions under Regulation S ("Regulation S") under the US Securities Act of 1933, as amended (the "Securities Act").
- Detailed information about the Offer will be published in the Prospectus, after its approval by the Romanian Financial Supervisory Authority. The Company intends to request the listing and admission to trading of the Company's ordinary shares on the Bucharest Stock Exchange ("BVB").
- The Offer is expected to be completed in Q2 2023. The launch of the Offer is subject to market conditions and the fulfillment of other specific conditions related to international offers of shares, including obtaining all necessary approvals from the supervisory authorities (including, but not limited to, the approval of the Prospectus by Financial Supervisory Authority from Romania). Investors who subscribe to shares during the Offer will be registered as shareholders of the Company upon completion of all registration procedures, namely the registration of the newly issued ordinary shares at the Trade Register and the registration of the Company's shares at the Romanian Central Depository, as well as the adoption of the relevant corporate resolutions by the corporate bodies competencies of the Company.
- It is expected that WOOD & Company Financial Services, a.s. to be appointed as a stabilization manager and, if so appointed, will be able to carry out stabilization transactions for a limited period of time starting from the date of admission to trading of the shares.
- It is expected that the Selling Shareholders and the Company will enter into lock-up commitments in accordance with market standards.
- Currently, the main shareholders of Agricover are Mr. Jabbar Kanani, with a stake of 87.269%, and the EBRD, with a stake of 12.727%.
Link: https://financialintelligence.ro/agricover-holding-sa-isi-anunta-intentia-de-listare-la-bursa-de-valori-bucuresti/









