Commentary & Deal Flow

Final Books > €2.8bn. Peak book above €2.7bn (pre-reconciliation)

Launched: PerpNC6: €600m @ 6% - Book above €2.7bn (pre rec)
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: €600m
• 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 6% 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/).
• Timing: Pricing to follow.
• Settle: 21-Apr-26 (T+5)
• Finsight: The Investor Presentation, together with the Preliminary Prospectus, have been made available at: https://dealroadshow.com Entry Code: ROQUETTEHYB26 / Direct Link: https://dealroadshow.com/e/ROQUETTEHYB26