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Book build for unsecured green bond
MAS Real Estate Inc.
Registered in the British Virgin Islands
Registration number 1750199
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
(“MAS” or “the Company”)
BOOK BUILD FOR UNSECURED GREEN BOND
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES
OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN
ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL
MAS’s stakeholders are advised that further to the announcement released on 4 May 2021, the Company will undertake
a book build today for an unsecured green bond issue on the following terms:
Issuer MAS Securities B.V.
LEI 724500YWF5KUNMZZ9J87
Guarantor MAS Real Estate Inc.
LEI 213800T1TZPGQ7HS4Q13
Corporate Rating Ba1 (stable) / BB (positive) (Moody’s / Fitch)
Expected Issue Rating Ba1 / BB (Moody’s / Fitch)
Status Senior unsecured, guaranteed notes
Form Reg. S Cat 2
Size EUR 300m exp.
Maturity 5-year
IPTs 4.500% area
Issue Date 12 May 2021
Settlement Date 19 May 2021 (T+5)
Coupon Fixed interest rate annually
Issuer Call Options 3 month par call; make-whole call; change of control @ 101%; clean-up call
Covenants Solvency ratio ? 60%;
Consolidated coverage ratio ? 2.5x
Unencumbered assets ? 180% of all unsecured indebtedness
Documentation Standalone
Denominations €100K + €1K
Governing Law English law
Listing Ireland GEM
Clearing Euroclear / Clearstream
Selling Restrictions Regulation S (Cat 2). The United States, the EEA, the UK, Malta, the British Virgin
Islands, Japan and the Republic of Italy.
Target Market Manufacturer target market (EEA MiFID II/UK MiFIR product governance) is eligible
counterparties and professional clients only (all distribution channels). No EU
PRIPPs or UK PRIIPs key information document (KID) has been prepared as not
available to retail in EEA or the UK
ISIN XS2339025277
Use of Proceeds The net proceeds of the Notes will be used to finance or refinance Eligible Projects
under the Green Financing Framework.
Marketing http://www.netroadshow.com with entry code “MAS21”
Green Finance Framework https://masrei.com/wp-content/uploads/2021/05/MAS-Real-Estate.-Green-
Financing-Framework.pdf
SPO Provider https://masrei.com/wp-content/uploads/2021/05/MAS-Real-Estate-Green-
Financing-Framework-Second-Party-Opinion.pdf
Sole Global Coordinator and Deutsche Bank (B&D)
Green Structuring Agent
Joint Bookrunners Deutsche Bank and Raiffeisen Bank International
Timing Books open, today’s business
By accepting, viewing or reading this announcement, the recipient agrees to be bound by the following obligations and
limitations.
This announcement is indicative and has been prepared by the Joint Bookrunners for information purposes only in
connection with the transaction. The final terms and conditions of the transaction will be set out in full in the applicable
offering document.
This announcement shall not constitute an offer to sell, or the solicitation of an offer to buy any securities described
herein. The offering may be restricted by law in certain jurisdictions and you should inform yourself about and observe
any such restrictions. Any failure to comply with these restrictions could result in a violation of the laws of such
jurisdiction.
The securities and the guarantee described herein have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to or for the
account or benefit of U.S. persons, as defined in Regulation S under the Securities Act. The offering is not available to
any retail client.
NO ACTION HAS BEEN MADE OR WILL BE TAKEN THAT WOULD PERMIT A PUBLIC OFFERING OF ANY SECURITIES DESCRIBED HEREIN IN ANY
JURISDICTION IN WHICH ACTION FOR THAT PURPOSE IS REQUIRED. NO OFFERS, SALES, RESALES OR DELIVERY OF ANY SECURITIES DESCRIBED
HEREIN OR DISTRIBUTION OF ANY OFFERING MATERIAL RELATING TO ANY SUCH SECURITIES MAY BE MADE IN OR FROM ANY JURISDICTION
EXCEPT IN CIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS AND WHICH WILL NOT IMPOSE
ANY OBLIGATION ON THE JOINT BOOKRUNNERS OR ANY OF THEIR AFFILIATES.
The Joint Bookrunners, their affiliates and the individuals associated therewith may (in various capacities) have positions
or deal in transactions or securities (or related derivatives) identical or similar to those described herein.
This announcement is not intended to be an inducement to engage in investment activity for the purpose of Section 21
of the Financial Services and Markets Act 2000 of the United Kingdom (the “FSMA”).
Relevant stabilisation regulations, including FCA/ICMA, will apply. Manufacturer target market (UK MiFiR and EU MIFID
II product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs
or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or UK. This
announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129.
12 May 2021
For further information please contact:
Dan Petrisor, MAS Real Estate Inc. +40 741 184 921
Java Capital, JSE Sponsor +27 11 722 3050
Date: 12-05-2021 10:49:00
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