REG - Great Portland Ests. - GPE prices new £250mn 7 year Sustainable Bond

Great Portland EstatesAnnouncement

18/09/2024 16:30

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RNS Number : 7532E  Great Portland Estates PLC  18 September 2024

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18 September 2024

GPE prices new £250 million 7 year Sustainable Bond

Great Portland Estates plc ('GPE') announces the pricing of its first sterling
denominated senior unsecured sustainable bond (the 'Bond'). The £250m Bond
will have a term of 7 years, will bear interest at a rate of 5.375% and is
expected on issue to be rated Baa2 by Moody's Investor Services Ltd.

The Bond was over 5.5x oversubscribed at the peak.

Alongside our unsecured ESG-linked bank facilities, this sustainable Bond
further diversifies our debt funding sources and has extended our weighted
average debt maturity to over 5.5 years.

The Mandated Joint Bookrunners in relation to the issue of the Bond were
NatWest Markets and Santander, with Lloyds Bank and Bank of China acting as
Passive Joint Bookrunners. NatWest acted as Sole Sustainability Structuring
Co-ordinator and Lazard acted as GPE's financial adviser on the transaction.

 

Nick Sanderson, CF&OO commented, "We are delighted with the robust demand
for our debut Sustainable Sterling Bond, demonstrating the strong investor
support for the ambition of our strategy and central London focused business
model. The Bond will help fund the development of our best-in-class schemes
and form part of our pathway to becoming net zero by 2040. When combined with
our recent successful rights issue to take advantage of our significant
pipeline of acquisition opportunities, we are well positioned to accelerate
our growth into increasingly favourable market conditions."

 

 Great Portland Estates plc                                                                                                                                                                                +44  (0)  20  7647  3000
 Nick Sanderson, Chief Financial & Operating Officer
 Martin Leighton, Joint Director of Finance
 Stephen Burrows, Director of Investor Relations and Joint Director of Finance

 Holly Reynolds, Senior Corporate Finance and Tax Manager

 Finsbury Glover Hering
 James                                                                                                                                                                                                     +44  (0)  20  7251  3801
 Murgatroyd
 Gordon
 Simpson

 

LEI Number: 213800JMEDD2Q4N1MC42

Important notice:

No action has been taken by GPE, the Mandated Joint Bookrunners, the Passive
Joint Bookrunners (together, the "Bookrunners") or any of their respective
affiliates that would permit an offering of the Bonds (the "offering") in
any jurisdiction where action for that purpose is required. This announcement
is for information purposes only and is not intended to constitute, and should
not be construed as, an offer to sell or issue, or a solicitation of any offer
to purchase, subscribe for or otherwise acquire, the Bonds in the United
States, Canada, South Africa and Japan, or in any other jurisdiction where
such offer or sale would be unlawful. Persons into whose possession
this announcement comes are required by GPE and the Bookrunners to inform
themselves about, and to observe, any such restrictions.

In connection with the offering of the Bonds, a prospectus for the purposes
of the Prospectus Regulation (as defined below) is not required to be
published pursuant to the Prospectus Regulation.

This announcement is not for distribution, directly or indirectly in or into
the United States. The Bonds described in this announcement have not
been and will not be registered in the United States under
the U.S. Securities Act of 1933, as amended (the "Securities Act"), and
may not be offered or sold in the United States, absent registration or
exemption from registration under the Securities Act. There will be no
public offer of the Bonds in the United States or in any other
jurisdiction. The Bonds are being offered and sold outside the United
States in reliance on Regulation S (as defined in the Securities
Act). This announcement is not an offer to sell Bonds or the solicitation
of any offer to buy Bonds, nor shall there be any offer of Bonds in any
jurisdiction in which such offer or sale would be unlawful.

This announcement and the offering when made are only addressed to, and
directed in, the United Kingdom (the "UK") and member states of
the European Economic Area (the "EEA") at persons who are "qualified
investors" within the meaning of the Prospectus Regulation ("qualified
investors"). Each person in a member state or in the UK who initially
acquires any Bonds or to whom any offer of Bonds may be made and, to the
extent applicable, any funds on behalf of which such person is acquiring
the Bonds that are located in a member state of the EEA or in the UK will
be deemed to have represented, acknowledged and agreed that it is a qualified
investor. For these purposes, the expression "Prospectus Regulation"
means Regulation (EU) 2017/1129 and Regulation (EU) 2017/1129 as it forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act
2018, as amended (the "EUWA").

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on Markets in Financial Instruments,
as amended ("MiFID II"); (b) Articles 9 and 10
of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II;
and (c) local implementing measures in the EEA; (d) Regulation (EU) No
600/2014 as it forms part of UK domestic law by virtue of
the EUWA ("UK MiFIR"); and (e) the FCA Handbook Product Intervention
and Product Governance Sourcebook (together, the
"Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the Product Governance Requirements) may otherwise have
with respect thereto, the Bonds have been subject to a product approval
process, which has determined that: (i) the target market for the Bonds is
(a) in the EEA, eligible counterparties and professional clients only, each
as defined in MiFID II and (b) in the UK, eligible counterparties (as
defined in the FCA Handbook Conduct of Business Sourcebook) and
professional clients (as defined in UK MiFIR); and (ii) all channels for
distribution of the Bonds to eligible counterparties and professional
clients are appropriate. any person subsequently offering, selling or
recommending the Bonds (a "distributor") should take into consideration the
manufacturer's target market assessment; however, a distributor subject
to MiFID II or the FCA Handbook Product Intervention and Product Governance
Sourcebook is responsible for undertaking its own target market assessment in
respect of the Bonds (by either adopting or refining the manufacturer's
target market assessment) and determining appropriate distribution channels.

The Bonds are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the EEA or the UK. For these purposes, a "retail
investor" means (a) in the EEA, a person who is one (or more) of: (i) a
retail client as defined in point (11) of article 4(1) of MiFID II; or (ii) a
customer within the meaning of Directive (EU) 2016/97, where that customer
would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II and (b) in the UK, a person who is one (or
more) of (i) a retail client, as defined in point (8) of Article 2
of Regulation (EU) No 2017/565 as it forms part of UK domestic law by
virtue of the EUWA or (ii) a customer within the meaning of the provisions
of the Financial Services and Markets Act 2000 (the "FSMA") and any rules
or regulations made under the FSMA to implement Directive (EU) 2016/97,
where that customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) no 600/2014 as it forms part
of UK domestic law by virtue of the EUWA.

Consequently, no key information document required by Regulation (EU) no
1286/2014, as amended (the "PRIIPs Regulation") or the PRIIPs Regulation as
it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Bonds or otherwise making them
available to retail investors in the EEA or the UK has been prepared and
therefore offering or selling the Bonds or otherwise making them available to
any retail investor in the EEA or the UK may be unlawful under the PRIIPs
Regulation and/or the UK PRIIPs Regulation.

In addition, in the UK this announcement is being distributed only to, and
is directed only at, qualified investors (i) who have professional experience
in matters relating to investments falling within article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order") and qualified investors falling within article
49(2)(a) to (e) of the Order, and (ii) to whom it may otherwise lawfully be
communicated (all such persons together being referred to as "relevant
persons"). This announcement must not be acted on or relied on (i) in
the UK, by persons who are not relevant persons, and (ii) in any member
state of the EEA, by persons who are not qualified investors. any investment
or investment activity to which this announcement relates is available only
to (a) relevant persons in the UK and will be engaged in only with relevant
persons in the UK and (b) qualified investors in member states of
the EEA.

An investment in the Bonds includes a significant degree of risk. Any
decision to purchase any of the Bonds should only be made on the basis
of the information included in the Admission Particulars to be published
by GPE in due course in connection with the listing of the Bonds on the
London Stock Exchange's International Securities Market (the "Admission
Particulars"). Copies of the Admission Particulars will, following
publication, be available on the website of GPE. Neither the
Bookrunners nor any of their respective affiliates accept any liability
arising from the use of, or make any representation as to the accuracy or
completeness of, the Admission Particulars.

Each of GPE, the Bookrunners and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new
information, future developments or otherwise.

A rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning
rating organisation. Similar ratings for different types of issuers and on
different types of securities do not necessarily mean the same thing. The
significance of each rating should be analysed independently from any other
rating.

 

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