Commentary & Deal Flow

IPTs: 30NC5.75: 5.000-5.125% 30NC8.75: 5.500-5.625%

• Issuer: Sika Capital B.V.
• Issuer LEI: 549300QW8B2Z3FSBS808
• Guarantor: Sika AG (Ticker: SIKASW, Country: CH)
• Guarantor LEI: 549300R3N69ECGYPU434
• Guarantor Rating: A- (stable outlook) at S&P
• Exp. Instrument Ratings: BBB at S&P
• Exp. Equity Credit: Intermediate Equity Content (50%) until the First Reset Date at S&P
• Format: Reg S (Category 2) / Bearer
• Status and subordination of the Securities: Direct, unsecured and subordinated obligations of the Issuer, ranking (a) junior to the claims of all holders of Senior Obligations of the Issuer, (b) pari passu with the claims of holders of all Parity Obligations of the Issuer and (c) senior to the claims of holders of all Junior Obligations of the Issuer, save for exceptions provided by mandatory and/or overriding provisions of law
• Status of the Guarantee: Direct, unsecured and subordinated obligations of the Guarantor, ranking (a) junior to the claims of all holders of Senior Obligations of the Guarantor, (b) pari passu with the claims of holders of all Parity Obligations of the Guarantor and (c) senior to the claims of holders of all Junior Obligations of the Guarantor, save for exceptions provided by mandatory and/or overriding provisions of law
• Waiver of Set-off: Subject to applicable law, no Holder may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Issuer or Guarantor (as applicable) in respect of, or arising under or in connection with the Securities, the Coupons or the Guarantee and each Holder and Couponholder shall have no such rights of set-off, compensation or retention.
• IPTs:
  • 30NC5.75: 5.000-5.125% (annual yield)
  • 30NC8.75: 5.500-5.625% (annual yield)
• Currency / Size:
  • 30NC5.75: €500mn WNG
  • 30NC8.75: €500mn WNG
• Pricing Date: 19-Aug-26
• Settlement Date: 26-Aug-26 (T+5)
• Maturity:
  • 30NC5.75: 26-Aug-56 (30 years)
  • 30NC8.75: 26-Aug-56 (30 years)
• First Optional Par Redemption Date:
  • 30NC5.75: 26-Feb-32 (Year 5.5)
  • 30NC8.75: 26-Feb-35 (Year 8.5)
• First Reset Date:
  • 30NC5.75: 26-May-32 (Year 5.75)
  • 30NC8.75: 26-May-35 (Year 8.75)
• Optional Redemption: The Issuer may redeem all, but not some only, of the Securities on any Optional Par Redemption Date, being (i) any Business Day from (and including) the First Optional Par Redemption Date to (and including) the First Reset Date and (ii) each Interest Payment Date thereafter (other than the Interest Payment Date falling on the Maturity Date) at 100% of their principal amount together with any accrued and unpaid interest up to (but excluding) the redemption date (including any accrued but unpaid Deferred Interest)
• Interest: Fixed rate [●]% p.a. payable annually in arrear on each Interest Payment Date until the First Reset Date (short first). Thereafter reset every 5 years to the then current 5-year Swap Rate + initial margin + relevant step-up
• Interest Payment Dates: 26 May in each year, commencing 26-May-27 (short first; short last)
• First Step-up Date:
  • 30NC5.75: 26-May-37 (Year 10.75)
  • 30NC8.75: 26-May-40 (Year 13.75)
• First Step-up Margin: +25bps
• Second Step-up Date:
  • 30NC5.75: 26-May-52 (Year 25.75)
  • 30NC8.75: 26-May-55 (Year 28.75)
• Second Step-up Margin: +75bps (+100bps cumulative)
• Optional Interest Deferral: The Issuer may, at its discretion, elect to defer all or part of any Interest Payment which is otherwise scheduled to be paid on an Interest Payment Date (except on the Maturity Date). Deferred Interest Payments are on a cash cumulative and compounding basis
• Optional Payment of Deferred interest: Deferred Interest may be paid at the option of the Issuer in whole or in part at any time
• Mandatory Payment of Deferred Interest: Mandatory payment of Deferred Interest, in whole but not in part, on the first to occur of the following dates: (i) the date which is 10 Business Days following the occurrence of a Compulsory Payment Event; (ii) the next scheduled Interest Payment Date if the Issuer pays interest in full on the Securities on such date; and (iii) upon redemption or repayment of the Securites “Compulsory Payment Event” means any of the following events (all as further described in the Conditions set out in the Prospectus): (a) any discretionary payment of any distribution, dividend or other payment on any Junior Obligations or Parity Obligations of the Issuer or the Guarantor by the Issuer, the Guarantor or any Subsidiary of the Issuer or the Guarantor, or (b) any discretionary redemption, purchase, repayment, cancellation, reduction or acquisition of any Junior Obligations or Parity Obligations of the Issuer or the Guarantor by the Issuer, the Guarantor or any Subsidiary of the Issuer or the Guarantor (in each case (a) and (b), subject to certain limited exceptions)
• Special Event Redemption: Upon the occurrence of a Substantial Repurchase Event (75%), a Withholding Tax Event or a Change of Control Event at 100% Upon the occurrence of a Rating Capital Event or a Tax Deductibility Event at 101% prior to the First Optional Par Redemption Date, 100% on or after the First Optional Par Redemption Date
• Change of Control Step-Up Margin: +500bps step-up if not redeemed following a Change of Control Event
• Make-Whole Redemption: The Issuer may redeem all, but not some only, of the Securities on any Business Day other than an Optional Par Redemption Date at the Make-whole Redemption Amount (Make-Whole Margin Calculated as 15% of the reoffer spread to the Reference Bond, rounded up to the nearest 5bps and capped at 50bps in accordance with market convention)
• Substitution or Variation: The Issuer may, upon the occurrence of a Rating Capital Event, a Tax Deductibility Event or a Withholding Tax Event, at any time, without the consent of the Holders or Couponholders, either (i) substitute all, but not some only, of the Securities for, or (ii) vary the terms of the Securities with the effect that the Securities remain or become, as the case may be, Qualifying Securities
• Replacement Intention: Intention-based (non-binding) up to and including the Second Step-up Date subject to carve-out
• Use of Proceeds: General Corporate Purposes of the Sika Group including (re)financing of bolt-on acquisitions and existing financial indebtedness
• Global Coordinator: Citigroup (B&D)
• Joint Bookrunners: BofA Securities, Citigroup, UBS Investment Bank
• Clearing: Euroclear and Clearstream
• Day Count Fraction: ACT/ACT ICMA
• Business Days: T2, London
• Denominations: € 100,000 x € 1,000
• Listing: Notes to be admitted to the Official List and to trading on the Regulated Market of Euronext Dublin
• Law: English law, except for (i) Status of the Securities and the Coupons and Subordination of the Securities and the Coupons which shall be governed by, and construed in accordance with, Dutch law and (ii) Guarantee which shall be governed by, and construed in accordance with, Swiss law
• Documentation: Standalone; Preliminary Prospectus dated 17-Aug-26 and final Prospectus expected to be dated on or around 24-Aug-26
• Marketing: Pre-recorded Investor Presentation URL: www.netroadshow.com Entry Code: Sika2026 (not case-sensitive) Direct Link: www.netroadshow.com/nrs/home/#!/?show=8de4e7b2 (Recommended)
• Selling Restrictions: Reg S, Compliance Category 2 and as stipulated in the Preliminary Prospectus EEA and UK retail investors and into, or to persons resident in, the United States, the United Kingdom, Switzerland, Canada, Singapore and elsewhere
• Sales into Canada: Offers/sales into Ontario/Alberta/British Columbia only, subject to compliance with applicable law
• Stabilisation: Citigroup
• MiFID II/UK MiFIR Product Governance / Target Market: MiFID II / UK MiFIR Target Market: eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs or UK PRIIPs key information document (KID) / CCI product summary has been prepared as not available to retail in the EEA or the UK.
• Advertisement Language: The final Prospectus, when published, will be available on the website of the Euronext Dublin (https://www.euronext.com/en/markets/dublin)
• Common Code:
  • 30NC5.75: 347605344
  • 30NC8.75: 347605379
• ISIN:
  • 30NC5.75: XS3476053445
  • 30NC8.75: XS3476053791
• Timing: Books Open, Today's business