Commentary & Deal Flow

Reoffer: PerpNC5.25: 5.80% / 97.597

Final Books: €1.3bn (no JLM)

Launched: PerpNC5.25: €600m @ 5.800% - Orderbooks €1.3bn (no JLM)
IPTs: PerpNC5.25: 6.125%a

• Issuer: Grand City Properties Finance S.à r.l.
• Guarantor: Grand City Properties SA (Ticker: GYCGR, Country: LU)
• Rating Split: Guarantor: BBB (S&P), Expected Instrument: BB+ (S&P)
• Issuer LEI: 8945006UT2CWIRXJSL95
• Status and Subordination of the Notes: Direct, unconditional, unsecured and subordinated obligations of the Issuer; senior only to Junior Obligations of the Issuer, pari passu among themselves and with any Parity Obligations of the Issuer, junior to all other present and future obligations of the Issuer, whether subordinated or unsubordinated, except as otherwise provided by mandatory provisions of applicable laws or as expressly provided for by the terms of the relevant instrument.
• Format: Reg S Bearer (TEFRA Rules apply)
• Maturity: Perpetual
• Tenor: Perp-NC-5.25-year
• Size: €600m
• Coupon: 5.25%
• Re-offer Price: 97.597
• Yield: 5.80%
• Pricing Date: 24-Apr-26
• Settlement Date: 05-May-26 (T+6)
• First Reset Date: 05-Aug-31
• Interest Payment Dates: 5 August in each year commencing on 05-Aug-26 (short first coupon)
• Interest Rate: 5.25% fixed rate until the “First Reset Date”, payable annually in arrear. Thereafter: Resets every 5 years to a new fixed rate, payable annually equivalent to the prevailing Subsequent Reset Reference Rate (5-year Mid-Swap Rate) + applicable Margin (inclusive of any relevant step-ups, as applicable). Benchmark Discontinuation provisions applicable.
• First Step-Up: +25bps from the Reset Date falling on 05-Aug-36 (5 years after the First Reset Date)
• Second Step-Up: +75bps (+100bps cumulative) from the Reset Date falling on 05-Aug-51 (20 years after the First Reset Date)
• Day Count Fraction: ACT/ACT (ICMA)
• Interest Deferral: Optional, cumulative (non-compounding); mandatory settlement under standard triggers
• Issuer Call Option: At any time during the period commencing on (and including) 05-May-31 and ending on (but excluding) the First Reset Date (the "Issuer Call Period") and (b) on the First Reset Date or on any Interest Payment Date thereafter
• Early Redemptions: Anytime at par: Gross-up Event, Change of Control or Repurchase Event (75%). At 101% before 05-May-31 (first day of the Issuer Call Period), par thereafter: Rating Event, Accounting Event and Tax Deduction Event.
• Make-whole Option: On any date which is not an Optional Par Call Date, at the option of the Issuer at the Make-Whole Redemption Amount (higher of (i) par; and (ii) present value of remaining cash flows to the next Optional Redemption Date, discounted at rate equal to the sum of the Benchmark Rate and Make-whole Redemption Margin*
• Change of Control Step-up: Margin +500bps step-up following a Change of Control Event, in case the Issuer decides not to redeem the Notes
• Replacement Language: Intention Based, Subject to Customary Carve Outs
• Denominations: €100,000 and integral multiples of €1,000 in excess thereof up to €199,000
• Use of Proceeds: General Corporate Purposes, including the funding of the concurrent tender offer of the outstanding €700,000,000 1.500 per cent. Undated Subordinated Notes (ISIN XS2271225281) issued by the Guarantor, of which €602,700,000 is outstanding
• Governing Law: English law (Status governed by Luxembourg law)
• Documentation: Preliminary Standalone Offering Circular dated 24-Apr-26
• Listing: Euro MTF Market operated by the Luxembourg Stock Exchange
• Sole Bookrunner: Goldman Sachs International (B&D)
• Target Market: Manufacturer target market (MIFID II/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) or UK PRIIPs KID/CCI product summary has been prepared as the Notes are not being made available to retail in the EEA or the United Kingdom.
• Selling Restrictions: As set out in the Preliminary Standalone Offering Circular dated 24-Apr-26
• Sales into Canada: Offers/sales into Ontario/Alberta/British Columbia only, subject to compliance with applicable law
• ISIN: XS3362208079
• Common Code: 336220807