Commentary & Deal Flow

IPTs: PerpNC5.5: 9.500-9.625%a (annual yield)

• Issuer: CPI Property Group (Ticker: CPIPGR; Country: LU)
• LEI: 222100CO2ZOTEPGJO223
• Issue: EUR Non-Call 5.5 Year Undated Type A Subordinated Notes Issued under the Euro Medium Term Note Programme
• Issuer Ratings: Ba2 (Stable) / BB (Stable) (Moody’s / S&P)
• Exp. Issue Ratings: B1 / B (Moody’s / S&P)
• Exp. Equity Credit: 100% Equity Credit Basket H from Moody’s for as long as the issuer is rated Ba1 or lower; 50% Equity Credit otherwise / Intermediate Equity Content (50%) from S&P (until the First Reset Date)
• Status: Direct, unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among themselves (For the avoidance of doubt, the new EUR Undated Type A Subordinated notes will rank pari passu with existing EUR and GBP Undated Type A Subordinated Notes)
  In a winding-up of the Issuer which commences when the credit rating assigned to the Issuer by Moody's is 'Baa3' (or equivalent) or above, the claims of the Noteholders will rank equally with the ranking of the Type B Subordinated Notes (Including Existing Subordinated Notes, other than Existing Type A Subordinated Notes) of the Issuer. Senior to ordinary shares of the Issuer and any other class of the Issuer’s share capital (including Preferred shares)
  Otherwise, the claims of the Noteholders (as holders of the Subordinated Notes or holders (or deemed holders) of the Conversion Beneficiary Units corresponding to such Subordinated Notes) will rank junior to the claims of holders of the Type B Subordinated Notes (Including Existing Subordinated Notes, other than Existing Type A Subordinated Notes). Senior to ordinary shares of the Issuer and pari passu with the Issuer’s most senior class of Preferred Shares
• Format: Reg S (Category 2), Registered Notes
• Issue Date: 24-Jun-26 (T+6 Settlement)
• First Optional Redemption Date: 26-Oct-31 (90 days before the First Reset Date)
• First Reset Date, and Subsequent Reset Dates: 24-Jan-32 and each date falling on the fifth annual anniversary thereafter
• First Step-up Date: 24-Jan-37 (5 years after the First Reset Date)
• Second Step-up Date: 24-Jan-47 (15 years after the First Reset Date)
  If S&P ascribes a credit rating of ‘BBB-‘ (or equivalent) or above to the Issuer at any time post the Issue Date and prior to the Reset Date falling 15 years after the Issue Date, then the second step-up date will be 24-Jan-52 (20 years after the First Reset Date)
  Such postponement will not be amended if there is a subsequent reduction of the credit rating assigned to the Issuer by S&P to below ‘BBB-‘ (or equivalent) or a withdrawal of the credit rating of the Issuer by S&P
• Maturity: Undated Non-Call 5.5 Year
• Issue Size: €550m (exp)
• IPTs: 9.500 - 9.625% area (annual yield)
• Interest Payment: Fixed rate, [l]% per cent. per annum to First Reset Date. Thereafter, reset on every 5 year Mid-Swap + Initial Margin + relevant step-up. Interest payable in arrear
• First Step-up Margin: Additional 25bps
• Second Step-up Margin: Additional 75bps, Cumulative 100bps
• Interest Payment Date: 24-Jan of each year, commencing on 24-Jan-27 (Short First Coupon)
• Interest Deferral: Optional deferral (in whole but not in part) at any time, at the Issuer’s discretion, cash cumulative (compounding)
• Mandatory Payment of Arrears of Interest: Arrears of interest may be paid (in whole but not in part) at any time at the Issuer’s discretion and must be paid upon:
• 1. Dividends, distributions, redemptions or repurchases of Junior Obligations or Parity Obligations, and Type B Subordinated Notes (Including existing hybrid notes)
  2. when interest is not deferred on the next payment date,
  3. upon redemption of the Notes,
     See "Automatic Conversion Event" below in relation to the capitalisation of Arrears of Interest upon an Automatic Conversion Event
• Par Call schedule: Issuer’s call option at par from First Optional Redemption Date to and including First Reset Date (90 days par call) and on every annual Interest Payment Date thereafter
• Early Par Redemptions: At any time at par, upon a Substantial Repurchase Event (≥75%), a Withholding Tax Event, or a Change of Control Event (in whole but not in part)
• Early 101% Redemptions: Upon the occurrence of an Accounting Event, a Capital Event or a Tax Deduction Event, at 101% at any time until and excluding the first Optional Redemption Date, at par thereafter (in whole but not in part)
• Automatic Conversion Event: Immediately prior to an Automatic Conversion Event occurring, without any requirement for the approval of Noteholders, the Notes (including any accrued interest and any Arrears of Interest) will be mandatorily and automatically exchanged for a right to be issued fully-paid Conversion Beneficiary Units (to be held initially by the CBU Depositary)
  Automatic Conversion Event shall occur if:
• 1. Downgrade of the long term corporate family rating assigned to the Issuer or its corporate group by Moody’s is lowered to ‘Caa1’ (or equivalent) or below
  2. Insolvency
  3. Winding-up
• Automatic Conversion Suspension Event: At any time when an Automatic Conversion Event has not already occurred, that the credit rating assigned to the Issuer by Moody's is 'Baa3' (or equivalent) or above
• Substitution & Variation Clause: Upon the occurrence of an Accounting Event, a Capital Event, a Tax Deduction Event or a Withholding Tax, at any time, without the consent of the noteholders and coupon holders, (a) substitute the relevant notes for new qualifying subordinated notes or (b) vary the terms of the relevant notes in accordance with the terms and conditions of the Notes so that they become qualifying subordinated notes as set out in the Base Prospectus
• Make-Whole Call: In accordance with the terms and conditions of the Notes as set out in the Base Prospectus and the pricing supplement in respect of the Notes
  Make-Whole Call Redemption Date at any day other than the Par Call period
• Make-Whole Margin: B+[l]bps (Maximum of 15% of the Initial Margin and 50bps)
• Use of Proceeds: The net proceeds from the issue of the Notes will be applied by the Issuer for its general corporate purposes, including the refinancing of the outstanding €525,000,000 Undated 6.25 Year Non-Call Subordinated Notes with first call date on 18-Aug-26 (ISIN XS2231191748)
• ISIN: XS3412577515
• Denominations: €100k + €1k
• Listing: Global Exchange Market of Euronext Dublin
• Replacement Language: Intention-based, subject to customary carve-outs (non-binding)
• Governing Law: English law (Except for the Status and Subordination of the Notes, which are governed under Luxembourg law)
• Joint Bookrunners: Barclays, Citigroup, Goldman Sachs International (B&D), J.P. Morgan
• Target Market: MiFID II and UK MiFIR professionals & ECPs-only. Manufacturer target market (MiFID II product governance and UK MiFIR product governance rules) is eligible counterparties and professional investors only (all distribution channels). No EU PRIIPs key information document (“KID”) or UK PRIIPs KID / CCI product summary has been prepared as the Notes are not available to retail in the EEA or the United Kingdom
• Selling Restrictions: As per the Base Prospectus dated 06-May-26
• Advertisement: The pricing supplement, when published, will be available on the website of the Issuer https://cpipg.com/en/for-investors/bondholders#
• Dealroadshow: https://dealroadshow.com/e/CPIPG26