Kojamo plc Stock Exchange Release 25 March 2022, at 6:00 p.m. EET
Kojamo plc’s issue of EUR 300 million green bond successfully priced under its EMTN programme
NOT FOR PUBLISHING OR DISTRIBUTION, WHETHER IN WHOLE OR IN PART, EITHER DIRECTLY OR INDIRECTLY IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, OR IN ANY OTHER COUNTRIES WHERE PUBLICATION OR DISTRIBUTION WOULD BE AGAINST THE LAW
Kojamo plc has successfully priced the issue of EUR 300 million senior unsecured green notes (the “Notes”) under its EMTN programme. The maturity of the euro-denominated Notes is 4 years, and the maturity date is 31 March 2026. The Notes carry a fixed annual coupon of 2.000 per cent. This is the second green bond issued by the company.
The Notes are issued under Kojamo plc’s EUR 2,500,000,000 EMTN programme Base Prospectus dated 16 March 2022. Kojamo plc will apply for the Notes to be admitted to trading on the regulated market of Euronext Dublin and listing on the official list. The EMTN programme has been rated Baa2 by Moody’s, reflecting Kojamo’s long term issuer rating of Baa2 with stable outlook.
The proceeds of the issuance of the Notes will be used by Kojamo plc to finance or refinance green projects in accordance with the company’s Green Finance Framework (the “Framework”). The Framework links the company’s sustainability targets and climate actions with the company’s investments and their financing. The Framework will be applied to the company’s investments that promote the transition towards sustainable and low-carbon economy, focusing on energy efficient buildings and improving their energy efficiency, as well as to projects increasing the production of renewable energy, promoting clean transportation or improving waste management. The Framework is available on the company’s website at https://kojamo.fi/en/investors/financial-information/financing-and-bonds/green-financing/.
Danske Bank A/S, Deutsche Bank AG, OP Corporate Bank plc and Swedbank AB (publ) are acting as joint lead managers.
Helsinki, 25 March 2022
For further information, please contact:
Erik Hjelt, CFO, Kojamo plc, tel. +358 20 508 3225
Niina Saarto, Group Treasurer, Investor Relations, Kojamo plc, tel. +358 20 508 3283
Nasdaq Helsinki, Euronext Dublin, key media
Kojamo is Finland’s largest private residential real estate company and one of the biggest investors in Finland. Our mission is to create better urban housing. Lumo offers environmentally friendly housing and services for the city dweller who appreciates quality and effortlessness. We actively develop the value of our investment properties by developing new properties and our existing property portfolio. We want to be the property market frontrunner and the number one choice for our customers. Kojamo’s shares are listed on the official list of Nasdaq Helsinki. For more information, please visit https://kojamo.fi/en/
This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of Kojamo plc (“Kojamo”), including the Notes (as defined above), to any person in any jurisdiction in which such offer, solicitation or sale would be unlawful. The distribution of this release and the related material concerning the Notes may, in certain jurisdictions, be restricted by law. No actions have been taken to register or qualify the Notes, or otherwise to permit a public offering of the Notes, in any jurisdiction. Any offering material or documentation related to the Notes may be received only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such offering material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such offering material or documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction. In particular this release and any such offering material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which it would not be permissible to offer the Notes and this release and any related material concerning the issuance of the Notes may not be sent to any person in the beforementioned jurisdictions. Neither Kojamo, the joint lead managers appointed with respect to the Notes, nor their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting Kojamo’s securities including the Notes are aware of such restrictions.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. The Notes may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons (as such term is defined in Regulation S under the Securities Act).
This announcement is not directed at retail clients in the European Economic Area (“EEA”) or in the United Kingdom (the “UK”). The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the UK. For these purposes, a retail investor in the EEA means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”), and a retail investor in the UK means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; and (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) or by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation and/or the UK PRIIPS Regulation.
MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
The information provided in this release and any offer materials relating to the Notes are addressed to and directed only at persons in the United Kingdom (a) that have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (b) falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, (c) to whom this announcement may otherwise be directed without contravention of Section 21 of the FSMA or (d) to whom this announcement may otherwise be lawfully communicated (all such persons together being referred to as “relevant persons”). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this document or any of its contents.