Two Seasons Garlic Business Plan — Funding Requirement and Structure

R9.0m seed, R15.0m Series A at month 14, R11.0m Series B at month 33 and a R14.0m agricultural term facility.

Funding Requirement and Structure

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A funding need of about R46m is met by R35.0m of equity in three tranches and a R14.0m term facility, leaving a minimum cash buffer of R4.1m in FY2030.

Funding need by component against sources
Figure 15. Funding need by component against sources.

Use of funds

R million

Share

Source of funds

R million

Share

Capital expenditure

40.7

83%

Seed equity (month 1)

9.0

18%

Trading losses FY2027–28

5.9

12%

Series A equity (month 14)

15.0

31%

Working capital (FY2031)

7.0

14%

Series B equity (month 33)

11.0

22%

Purchased planting stock

1.2

2%

Agricultural term facility

14.0

29%

Interest during build (FY2027–29)

4.7

10%

Cash buffer and contingency

(10.5)

balance

Total

49.0

100%

Total

49.0

100%

Table 45. Sources and uses of funds over the plan period (R million). Operating cash flow from FY2029 funds the balance of capex and debt repayment.

24.1 Funding structure and rationale

Instrument

Amount

Timing

Terms

What it funds

Rationale

Seed equity

R9.0m

Month 1

Ordinary shares; R20.0m post-money; board seat

First plantings, planting stock, curing sheds, core mechanisation

Unproven agronomy and trade-policy risk require equity

Series A equity

R15.0m

Month 14

Ordinary shares; R48.0m post-money; board seat

Packhouse, grading, cold store; expansion to 48 ha

Released against first-harvest evidence and seed retention

Series B equity

R11.0m

Month 33

Ordinary shares; R76.0m post-money

Peeling line; expansion to 92 ha

Released against retail listing; last equity round

Agricultural term facility

R14.0m

Month 1

11.5% (repo + 4.5%); 7 years; 24-month capital grace; 5 equal annual repayments; secured over PPE, cession of crop insurance and receivables

Irrigation, land development, part of packhouse

Long-life assets suit term debt; DFI refinancing targeted

Seasonal overdraft

R3.0m

FY2029

Prime-linked; undrawn in base case

Working-capital peaks

Buffer only

Table 46. Proposed capital structure.

The structure places debt only against long-life physical assets and keeps leverage modest: debt-to-equity falls from 1.6x at FY2027 to 0.2x at FY2031. Shareholder loans and asset finance were considered and rejected at this stage, the former because it complicates the cap table across three rounds, the latter because mechanisation is better funded from equity during the loss years. A grant or concessional tranche from a DFI agricultural window would substitute for part of the commercial facility and is being pursued, but is not assumed.

Fully diluted shareholding after Series B and the employee share trust
Figure 16. Fully diluted shareholding after Series B and the employee share trust.