NEW ISSUE: Roquette Freres €500m PerpNC6 Hybrid; 6.375%a
IGC European Market: Deal Flow - General
Issuer
Term
Call
Maturity
Size
Ranking
Type
IPT
Roquette Freres
PerpNC6
6
Perpetual
€500m
Sub
Fixed Rate Reset
6.375%a
IPTs: PerpNC6: 6.375%a
Issuer:Roquette Freres SA
Ticker: ROQFRE
Country: FR
Issuer LEI Code: 969500FO141C5967KC72
Issuer Rating: BBB (negative outlook) by S&P
Exp. Instrument Ratings: BB+ by S&P
Exp. Equity Credit & IFRS treatment: Expected Equity Credit: Intermediate (50% equity credit on up to 15% of adjusted capitalization) from S&P until the First Reset Date. 100% IFRS equity accounting treatment
Status / Ranking: Deeply subordinated obligations (titres subordonnés de dernier rang) of the Issuer and rank and will rank at all times pari passu without any preference among themselves and (i) pari passu with all other present and future Parity Securities of the Issuer, (ii) junior to present and future prêts participatifs granted to the Issuer and titres participatifs issued by the Issuer and to Ordinary Subordinated Obligations and Unsubordinated Obligations of the Issuer and (iii) in priority to any Junior Securities
Format: Reg S, Bearer Notes, Dematerialised
Issue Size: €500m Expected
Maturity: Perpetual NC6 (no fixed redemption date)
First Call Date: 21-Jan-32 (3 months prior to the First Reset Date)
First Reset Date: 21-Apr-32 (year 6)
Optional redemption: 3-month par call prior to the First Reset Date, and on any Interest Payment Date thereafter, at the principal amount (together with accrued interest and any Arrears of Interest and Additional Interest Amounts Optional redemption thereon)
Coupon: Fixed, Annual, Act/Act ICMA
Interest Payment: Fixed rate of [●]% for the period until the First Reset Date; thereafter at a fixed rate resetting every 5 years at the prevailing 5-year Midswap rate + Initial Margin + any relevant Step-Up(s), subject to Benchmark Event provisions
Step-Ups: 25bps on 21-Apr-37 (year 11); Additional 75bps on 21-Apr-52 (year 26) (100bps cumulative). 500bps upon a Change of Control (if the Issuer does not elect to redeem the Notes)
Optional Interest Deferral: Optional deferral, in whole or in part, at any time at the sole discretion of the Issuer. Cash cumulative and compounding (cash settled), subject to applicable laws and regulations
Payment of Arrears of Interest: Optional settlement of Arrears of Interest at any time at the option of the Issuer (in whole or in part). Mandatory payment event (in whole) on the earliest of when (i) discretionary distribution or redemption of any Junior Securities or Parity Securities; (ii) the next Interest Payment Date on which the Issuer does not elect to defer all of the interest accrued on the Notes; (iii) the date on which the Notes are redeemed; and (iv) upon liquidation, all subject to customary carve-outs
Special Event Redemption Calls: At any time, at par, in whole only: Substantial Repurchase Event (≥75%), Gross-up Event, Withholding Tax Event or Change of Control Event. At any time, at 101% prior to (and excluding) the First Call date and at par thereafter, in whole only: Accounting Event, Equity Credit Rating Event or Tax Deduction Event
Make-Whole Redemption: At any time other than (i) during the period from (and including) the First Call Date to (and including) the First Reset Date; and (ii) on any Interest Payment date thereafter, in whole (but not in part), at the Make-Whole Redemption Amount (the higher of (i) par or (ii) discounted cash flows at OAT + the applicable Make-Whole Margin (15% of re-offer spread, rounded up to next 5bps and capped at 50bps)), plus any interest accrued and any Arrears of Interest
Replacement Language: Intention-based (non-binding) and subject to customary carve-outs
Docs: Standalone/ French law/ €100k+100k/ Euronext Paris
Use of Proceeds: General Corporate Purposes
Business Day Convention: T2, Following Business Day Convention, unadjusted
Clearing: Euroclear / Clearstream
Global Coordinators: Crédit Agricole CIB, Goldman Sachs Bank Europe SE (B&D), Natixis, Société Générale
Active Bookrunners: BNP Paribas, CIC CIB, J.P. Morgan
ISIN / Common Code: FR0014017WJ3 / 334625010
Target Market: The manufacturer target market (MIFID II/UK MIFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No PRIIPs key information document (KID) or UK PRIIPs KID have been prepared as not available to retail in EEA or the United Kingdom, respectively.
Selling Restrictions: As per Preliminary Prospectus dated 13-Apr-26
Advertisement: The final prospectus, when published, will be available on the website of the French Autorité des marchés financiers at www.amf-france.org and on the Issuer’s website (https://www.roquette.com/).