June 15, 2022
FOR IMMEDIATE RELEASE
Nippon Prologis REIT Announces Issuance of Investment Corporation Bonds (Green
Bonds) and Prepayment of Bank Loans
Nippon Prologis REIT, Inc. ("NPR") today announced the issuance of investment corporation bonds ("Nippon Prologis REIT Green Bonds" or the "Green Bonds"), per the blanket resolution approved at a board of directors meeting held June 26, 2020, and a prepayment of bank loans, as follows:
1. Overview of the Nippon Prologis REIT Green Bonds
Nippon Prologis REIT 12th Unsecured Investment Corporation Bonds (with pari passu conditions among specified investment corporation bonds) (Green Bonds)
(1) | Amount of Issuance | 3,000 million yen |
(2) | Form of Bond Certificate | Subject to the provisions of the Law Concerning Book-Entry |
Transfer of Corporate Bonds, Shares, etc. Bond certificates will not | ||
be issued. | ||
(3) | Issue Price | 100 yen per value of 100 yen of each bond |
(4) | Redemption Price | 100 yen per value of 100 yen of each bond |
(5) | Interest Rate | 0.300% per annum |
(6) | Amount of Each Bond | 100 million yen |
(7) | Offering Method | Public offering |
(8) | Date of Application | June 15, 2022 (Wednesday) |
(9) | Date of Payment | June 22, 2022 (Wednesday) |
(10) | Collateral | Neither collateral nor guarantee are provided for the bonds, and |
no asset is particularly secured for the bonds. | ||
(11) | Redemption Method and | The total amount of the bonds will be redeemed on June 22, 2027. |
Date | Redemption by purchase is permitted any time on and after the | |
following day of the date of payment except for the case | ||
separately determined by the depository. | ||
(12) | Interest Payment Date | The first interest payment date will be December 22, 2022, |
followed by June 22 and December 22 each year (An interest | ||
payment date that falls on a non-business day will be moved to | ||
the preceding business day.) | ||
(13) | Credit Rating | AA (Japan Credit Rating Agency, Ltd.) |
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AA (Rating and Investment Information, Inc.) | ||
(14) | Financial Covenant | Negative pledge among unsecured bonds |
(15) | Agent for Finance, Issuance | The Norinchukin Bank |
and Payment | ||
(16) | Underwriters | Mizuho Securities Co., Ltd. |
2. Reason for the Issuance of the Green Bonds
NPR is issuing the Green Bonds, proceeds from which will be allocated toward repayment of the borrowings in connection with the acquisition of Eligible Green Projects, (as defined in "4. Eligibility of Green Bonds" below). Through the issuance of the Green Bonds, NPR continues to provide the Japanese debt capital market with ESG investment opportunities and aims to further expand the investor universe of NPR's debt instruments.
3. Amount of Funds to be Raised, Use of Proceeds and Schedule of Disbursement
- Amount of Funds to be Raised (net of Associated Expenses) 2,980 million yen
- Use of Proceeds from the Issuance of the Green Bonds
The proceeds from the bond issuance will be allocated to the prepayment of a substantial portion of the 7,300 million-yen (Note) short-term loans (the "Prepayment"), which were described in the press release "Nippon Prologis REIT Announces Debt Financing, Completion of Interest Rate Swap Agreement and Prepayment of Bank Loans" dated December 9, 2021.
The subject short-term loans were borrowed for acquisitions of three properties (Prologis Park Inagawa 2, Prologis Park Kobe 5 and Prologis Park Ebina 2), all of which are qualified as the Eligible Green Projects, which was described in the press release "Nippon Prologis REIT Announces Acquisition of Domestic Real Estate Trust Beneficiary Interests and Lease Contract with New Tenants" dated November 29, 2021.
(Note) NPR partially prepaid 2,000 million yen of the 7,300 million-yenshort-term loans on May 30, 2022. Please refer to the press release "Nippon Prologis REIT Announces Debt Financing and Prepayment of Bank Loan" dated May 23, 2022, for details of the partial prepayment.
4. Eligibility of the Green Bonds
The Prologis Group, including NPR, established the Prologis Green Bond Framework (the "Framework"), which conforms to the Green Bond Principles for the issuance of green bonds. The Framework is endorsed by a second-party opinion (Note) (the "Second-Party Opinion") from Sustainalytics, an ESG and corporate governance research agency, to align with the Green Bond Principles.
The subject investment corporation bonds are qualified as the Green Bonds, being issued based on the Framework, and are subject to the Second-Party Opinion. According to the Framework, the "Eligible Green Projects" are defined as properties that meet the criteria set forth in the Framework, and all of the properties described above 3. (2) correspond to the Eligible Green Projects.
(Note) For detailed information, please refer to the following link into NPR website: https://www.prologis-reit.co.jp/asset/file/common/esg/sustainalytics_english.pdf
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5. Summary of the Prepayment
(1) | Details of Bank Loans to be prepaid | ||||||||
Original | Borrowing | Borrowing | Repayment | Repayment | |||||
Category | Lenders | Borrowing | Interest Rate | Collateral | |||||
Date | Method | Date | Method | ||||||
Amount | |||||||||
Sumitomo Mitsui | 7,300 | Base interest | Borrowing based on individual | ||||||
rate (JBA 1- | Paid in full | Unsecured | |||||||
Short-term | Banking | December | term loan agreements dated | December | |||||
million | month Japanese | upon | and non- | ||||||
Borrowing | Corporation and | 13, 2021 | December 9, 2021, with the | 13, 2022 | |||||
Yen | yen TIBOR) | maturity | guaranteed | ||||||
MUFG Bank, Ltd. | lenders shown on the left | ||||||||
+0.150% | |||||||||
(2) | Prepayment Amount: 3,000 million yen | ||||||||
(3) | Prepayment Date: June 22, 2022 | ||||||||
(4) | Source of Funds for Prepayment: Proceeds from the issuance of the Green Bonds |
6. Outstanding Debt Balance after the Issuance of the Green Bonds and the Prepayment
(Unit: Millions of yen) | ||||||
Before | After | Variance | ||||
Short-Term Loan (Note 1) | 5,300 | 2,300 | -3,000 | |||
Long-Term Loan (Note 1) | 262,500 | 262,500 | 0 | |||
Total Loan Amount | 267,800 | 264,800 | -3,000 | |||
Investment Corporation Bonds | 36,000 | 39,000 | +3,000 | |||
Total Interest-Bearing Debt | 303,800 | 303,800 | 0 | |||
(Note 1) Short-term loan refers to loans due within one year from the borrowing date, and long-term loan refers to loans due within a period longer than one year from the borrowing date.
(Note 2) In addition to the above, NPR maintains a commitment line of 20,000 million yen with three banks; there is no outstanding loan balance under this commitment line.
7. Reporting
All the proceeds from the issuance of the Green Bonds will be allocated to the Prepayment, when the Green Bonds will satisfy the eligibility as green bonds in terms of use of proceeds. NPR will report the status of allocation of proceeds to the Eligible Green Projects on its website within a year from the issuance.
8. Additional Information for Investors
There is no material change to the risks stated in "I Fund Information, 1. Fund Status, 3 Investment Risks" as noted in the securities report filed on February 25, 2022.
For more information about Nippon Prologis REIT, please visit: https://www.prologis-reit.co.jp/en/index.html
Real Estate Investment Trust Securities Issuer: Nippon Prologis REIT, Inc. (Code 3283)
Tokyo Building 21F, 2-7-3, Marunouchi, Chiyoda-ku, Tokyo
Executive Director: Masahiro Sakashita
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Asset Management Company: Prologis REIT Management K.K.
Representative: Representative Director and President/CEO Satoshi Yamaguchi
Inquiries: Director and Deputy President/CFO Atsushi Toda Tel: +81-3-6867-8585
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Nippon Prologis REIT Inc. published this content on 15 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 June 2022 02:22:04 UTC.