Cromwell EREIT Management Pte. Ltd., as manager of Cromwell European Real Estate Investment Trust (“CEREIT”, and the manager of CEREIT, the “Manager”), is pleased to announce that Cromwell EREIT Lux Finco S.à r.l., a wholly-owned subsidiary of CEREIT (“Lux Finco”), as borrower, has amended and restated a term loan facility with support from existing lenders through a rollover of existing loans initially maturing in November 2023, and new lender commitments for an aggregate amount of €70,630,000 (the “Facility”).
The Lead Arrangers for the Facility are Intesa Sanpaolo S.p.A. - through its IMI Corporate and Investment Banking Division (“Intesa Sanpaolo – IMI CIB”), The Bank of East Asia, Limited, Banque Internationale à Luxembourg, and AZB Funding 4 Limited. Intesa Sanpaolo – IMI CIB is also the Sustainability Coordinator for the Facility, which features sustainability-linked key performance indicators (“KPI”). The amended and restated terms include an accordion feature providing flexibility to increase the size of the Facility up to €110,000,000 through the introduction of new lenders and/or an increase in the commitment of any existing lender under such Facility. The Facility has a final maturity date of 3.5 years from the date of the first utilisation.
€50,630,000 of the initial loans due to expire in November 2023 have been extended till October 2026 and the remainder of the Facility will repay part of the drawn amounts under the €200,000,000 revolving credit facility due to expire in 2024. The covenants for the Facility are generally similar to those as the recently announced €180 million 4 years sustainability linked loan which Lux Finco entered into in October 2022.
The Facility has three sustainability-linked KPIs that are set and measured on an annual basis over the term of the Facility. These KPIs are:
(1) incremental increase in the numeric overall score of the annual real estate assessment issue by Global Real Estate Sustainability Benchmark for CEREIT;
(2) increase in the number of green building certifications achieved, such as BREEAM, LEED or HQETM; and
(3) increase in the proportion (expressed as a percentage) of leases and other agreements with tenantcustomers which include green clauses over the total number of leases and other agreements in CEREIT’s portfolio.
Mr. Shane Hagan, the CFO of the Manager, commented: “We are very pleased to announce the successful signing of CEREIT’s second sustainability-linked term loan, several months after the completion of the first €180 million sustainability loan which was entered into in October 2022. This new €70.6 million loan facility is supported exclusively by CEREIT’s existing lenders. This is a testament to CEREIT’s credentials that have been well recognised by our debt capital partners over the five years since listing.
“Following the drawdown and extended duration of the Facility, CEREIT will have no near-term refinancing risk with the nearest debt maturity at the end of 2024. The hedging profile will not change as a result, given the interest rate caps CEREIT has already entered into.
“As a public-listed REIT, we remained laser-focused on capital management and refinancing since early 2021 and this has positioned CEREIT well in the current environment of rising interest rates and falling property valuations. As a result of our efforts, aggregate leverage remains within the Board-mandated 35- 40%. Approximately €400 million in non-strategic asset divestments will be staggered over the next two to three years to fund the development programme and offset any potential pressure on LTV.
All in all, CEREIT’s key financial indicators remain resilient and continue to support the investment grade rating of BBB- from Fitch.
” For purpose of disclosure under Rule 704(31) of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”), the Facility contains conditions where a mandatory prepayment event affecting the entire relevant outstanding Facility may occur if any of the following events , among others, takes place (the “Relevant Events”):
(i) the Manager ceases to be manager of CEREIT; and
(ii) Cromwell Corporation Limited ceases to control of the Manager (being the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting or equivalent of the Manager, appoint or remove all, or the majority, of the directors or other equivalent officers of the Manager, or give directions with respect to the operating and financial policies and affairs of the Manager.
None of the Relevant Events has occurred as at the date of this announcement. If any Relevant Event occurs, the aggregate level of facilities, debt issues and borrowings that may be affected is approximately €1.022 billion (assuming the repayment of part of the existing debt facilities and RCF using the proceeds of the Facility as described above, has occurred).