Prime Energy Green Bond Details
Summary of the Bonds
| Issuer | Prime Energy Plc (“Issuer”), domiciled in Rwanda, is a wholly-owned subsidiary of Prime Energy Holdings Limited |
| Lead Transaction Advisor | BK Capital Ltd |
| Sponsoring Broker | BK Capital Ltd |
| Financial Advisor | AIS CapitalAdvisors |
| Registrar | Bank of Kigali Plc |
| Receiving Bank and FiscalAgent | Bank of Kigali Plc |
| Trustee: | BPR RwandaBank PLC |
| Transaction LegalAdvisor | Legal WiseChambers |
| Reporting Accountant | BDO East Africa RwandaLtd |
| Lead Selling Agents | BK Capital Ltd |
| GENERAL | |
Description of the Issuance | Up to Rwandan Franc nine billion and Five hundred million (FRw.9,500,000,000) comprising Senior Unsecured Fixed Rate Green Bonds and Senior Unsecured USD Linked Green Bonds both opening on 18th March 2024 and the subsequent listing of the Bonds RSE. The Senior Unsecured Fixed Rate Green Bonds are issued with a fixed interest rate to be determined after the book building process. Senior Unsecured USD Linked Green Bonds with a fixed interest rate of 9.5% with settlement, interest payment and redemption in Rwanda Franc based on the FX reference dates. |
| Use of Proceeds | Reference Section6 (Use of Proceeds) |
| Status of Bonds | Senior and Unsecured |
Issuances in tranches | The Issuer will issueSenior Unsecured Fixed Rate Green Bonds in one tranche and Senior Unsecured USD Linked Green Bonds in another tranche. |
| Tranche One | Rwanda Franc SeniorUnsecured Fixed Rate Green Bonds with an Interest Rate to be determined by Book Building |
| Tranche Two | Senior Unsecured USDLinked Green Bondswith an Interest Rate of 9.5% (settled and paid in Rwanda Franc) |
| Amount of Issue: | FRW 9,500,000,000 |
Method of Issuance | Tranche one: Book Building Tranche two:Fixed Price |
| Amount of Book Building Portion | FRW 4,000,000,000 (Tranche one only) |
| Amount of Fixed PricePortion | FRW 5,500,000,000 (Tranche one and two) |
| Initial Price Guidance for Tranche One Book Building | 13.30% - 13.60% per annum |
| Tenor of Issue: | 7 years |
| Issue date | 19th April 2024 |
| Trade Date | 26th April 2024 |
| Maturity Date | 19th April 2031 |
FX Reference Rate Basis and FX Reference Dates | On interest payment dates, the Fiscal Agent shall convert the USD amount payable by the Issuer into Rwandan Franc on the basis of the average FX rate. The average FX rate means the arithmetic average between the buyingrate and sellingrate USD/FRW provided by National Bank of Rwanda as published on the Interest Payment Date |
| Form of Bonds | Book-entry; |
Denomination of Bond | The Bonds willbe issued in denominations of FRW 100,000 and integral multiples of FRW 100,000 in excess thereof, subject to a minimum subscription amount of FRW 100,000,000 |
| Governing Law | Rwanda Law |
| Issue Price | At Par; |
| Listing | The Bondsto be listed on the Rwanda Stock Exchange |
| Interest Period | 6 months |
Interest PaymentDates | 19th October 2024 19th April 2025 19th October 2025 19th April 2026 19th October 2026 19th April 2027 19th October 2027 19th April 2028 19th October 2028 19th April 2029 19thOctober 2029 19th April 2030 19th October 2030 19th April 2031 |
Bondholder | When used with respect to any Bond, means the person in whose name a Bond is registered in the CSD account, or in the case of joint holders, the first-named thereof; |
Risk Factors | Investing in theBonds involves certain risks (see theSection 15 of the Prospectus headed “Risk Factors and Mitigation Measures”); |
| Currency | Rwandan Franc(FRW) |
| Redemption Basisand Payment | Redemption at Par basedon Amortised Basis |
| Call Option | Yes |
| PutOption | None |
Early Redemption | The Issuer may upon giving not less than thirty (30) days prior irrevocable noticein writing to the Bondholders, Bond Trustee Fiscal Agent pay a 2% premium applied to the redeemed Principal Amount in accordance with the Terms and Conditions. |
Allotment Policy | The issuer reserves the right, whether the Issue is oversubscribed or not to reject anyapplication in linewith the Allotment policyset in thisProspectus. Applicants may as a result be allotted less than the amount appliedfor. Allotment will be done on a pro-rata basis based on the amount applied for. Successful applicants will be notified bythe Placing Agentof the amountallotted to themno later than thedate and timespecified in thisProspectus |
| Minimum OfferSubscription | FRW 100,000,000 |
| Taxation | Refer to the Section16 of this Prospectus headed “Taxation”; |
| Conditions | The Conditions of the Bondsare set out in Section11 of this Prospectus headed “Terms and Conditions”; |
Illustration 1: Bond amortisation for FRW 100,000,000 investment in Tranche One
| Month | Opening balance | Initial investment | Principal repayment | Interest income | Total repayment | Closing balance |
| 19-Apr-24 | (100,000,000) | 100,000,000 | ||||
| 19-Oct-24 | 100,000,000 | - | (4,513,666) | 6,750,000 | 11,263,666 | 95,486,334 |
| 19-Apr-25 | 95,486,334 | - | (4,818,338) | 6,445,328 | 11,263,666 | 90,667,997 |
| 19-Oct-25 | 90,667,997 | - | (5,143,576) | 6,120,090 | 11,263,666 | 85,524,421 |
| 19-Apr-26 | 85,524,421 | - | (5,490,767) | 5,772,898 | 11,263,666 | 80,033,654 |
| 19-Oct-26 | 80,033,654 | - | (5,861,394) | 5,402,272 | 11,263,666 | 74,172,260 |
| 19-Apr-27 | 74,172,260 | - | (6,257,038) | 5,006,628 | 11,263,666 | 67,915,222 |
| 19-Oct-27 | 67,915,222 | - | (6,679,388) | 4,584,277 | 11,263,666 | 61,235,834 |
| 19-Apr-28 | 61,235,834 | - | (7,130,247) | 4,133,419 | 11,263,666 | 54,105,587 |
| 19-Oct-28 | 54,105,587 | - | (7,611,538) | 3,652,127 | 11,263,666 | 46,494,048 |
| 19-Apr-29 | 46,494,048 | - | (8,125,317) | 3,138,348 | 11,263,666 | 38,368,731 |
| 19-Oct-29 | 38,368,731 | - | (8,673,776) | 2,589,889 | 11,263,666 | 29,694,955 |
| 19-Apr-30 | 29,694,955 | - | (9,259,256) | 2,004,409 | 11,263,666 | 20,435,699 |
| 19-Oct-30 | 20,435,699 | - | (9,884,256) | 1,379,410 | 11,263,666 | 10,551,443 |
| 19-Apr-31 | 10,551,443 | - | (10,551,443) | 712,222 | 11,263,666 | - |
Source: https://primeenergyltd.com/green-bond/