24th Oct 2025 15:20
Confirmed BOND TERMS AND CONDITIONS
EUR 500mn Fixed Rate Notes due 1 October 2030
Issuer | Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (FMO) |
LEI | XTC5E2QFTEF0435JWL77 |
Rating | AAA (S&P) / AAA (Fitch) |
Status | Senior Unsecured, Unsubordinated |
Format | RegS, Bearer |
Principal Amount | EUR 500,000,000 |
Pricing Date | 24 September 2025 |
Settlement Date | 1 October 2025 (T+5) |
Maturity Date | 1 October 2030 |
Coupon | 2.500%; payable annually on 1 October each year, from and including 1 October 2026 up to and including 1 October 2030 |
Reoffer spread over Mid Swaps | 18 bps |
Mid Swap Rate | 2.394% |
Issue and Re-Offer Price | 99.648% |
Re-Offer Yield | 2.576% |
Benchmark | OBL 2.2 10/10/30 #192 |
Benchmark Reference Price / Yield | 99.414%/ 2.322% |
Reoffer Spread to Benchmark | 25.4 bps |
Bookrunner Fees | 0.125% |
All in Price | 99.523 % |
All in Yield | 2.603 % |
All in Spread over Mid Swaps | 20.9 bps |
Net Proceeds | EUR 497,615,000 |
Redemption | 100.00% |
Day Count Fraction | Actual/Actual (ICMA) Following Unadjusted |
Business Days | TARGET2 |
Documentation | In accordance with the issuer's Medium Term Note Euro 8,000,000,000 Debt Issuance Programme dated 28 May 2025 |
Listing | Luxembourg |
Governing Law | Dutch |
Selling restrictions | TEFRA D applicable; additional selling restrictions in accordance with the Prospectus and relevant Prospectus Supplement relating to the issue |
Denominations / Increments | EUR 100,000 / EUR 100,000 |
Form | New Global Note |
ISIN | ISIN: XS3192981424 / 319298142 |
Joint Lead Managers | Bank of America, Credit Agricole CIB, J.P. Morgan and Rabobank |
Legal Costs | Dealer counsel and listing to be paid by Syndicate Banks |
Group | No Further Group |
Use of Proceeds Clause:
An amount equivalent to the net proceeds of each Bond (in the form of Social Bonds) will be allocated to the financing and/or refinancing of eligible social assets ("Eligible Projects").
FMO's definition of social projects focuses on inclusive business and economic empowerment. FMO defines two sub-categories under social: reducing inequality among countries (investment in Least Developed Countries) and reducing inequality within countries (investment in inclusive growth).
As long as the notes issued under the Sustainability Bonds Framework ("SBF") are outstanding, the balance of the sub-portfolio will be reduced by amounts corresponding to the financing or refinancing of Eligible Projects, or to repay a note issued under the SBF. Pending allocations, the net proceeds of the issue of the Notes will be held in the Issuer's treasury liquidity portfolio and may temporarily be used for different purposes in case of liquidity stress situations. The SBF has been reviewed by S&P Global Ratings as a Second Party Opinion provider. Eligible social projects include, but are not limited to, investments in: food security and sustainable food systems, access to essential services, socioeconomic advancements & empowerment, affordable basic infrastructure (energy).
The above examples of Eligible Projects are for illustrative purposes; for a full list refer to FMO's SBF.
Exclusionary criteria
In addition to eligibility criteria, FMO specifies the following exclusion criteria with regard to use of proceeds.
FMO will not finance any business or trade involved in:
1. Forced labor or child labor
2. Activities or materials deemed illegal under host country laws or regulations or international conventions and agreements, or subject to international phase-outs or bans, such as:
a) Ozone depleting substances, PCB's (Polychlorinated Biphenyls) and other specific, hazardous pharmaceuticals, pesticides/herbicides or chemicals;
b) Wildlife or products regulated under the Convention on International Trade in Endangered Species or Wild Fauna and Flora (CITES); or
c) Unsustainable fishing methods (e.g., blast fishing and drift net fishing in the marine environment using nets in excess of 2.5 km in length).
3. Cross-border trade in waste and waste products, unless compliant with the Basel Convention and the underlying regulations.
4. Destruction of High Conservation Value areas
5. Radioactive materials and unbounded asbestos fibers.
6. Pornography and/or prostitution
7. Racist and/or anti-democratic media
8. The following products forming a substantial part of a project's primary financed business activities:
a) Alcoholic Beverages (except beer and wine);
b) Tobacco;
c) Weapons and munitions;
d) Gambling, casinos and equivalent enterprises; or
For more information on the SBF, please see https://www.fmo.nl/sustainability-bonds-framework
Disclaimer:
This document has been prepared by Joint Lead Managers solely for the information of the issuer of the securities and the managers of the issue. It has not been prepared for, should not be provided to, and should not be relied upon by, any investor or any other person for any purpose. The final terms and conditions of the transaction will be set out in full in the offering document, if any, and the binding legal contracts to be entered into between us.
Before entering into this or any related transaction you should ensure that you fully understand the potential risks and returns of this transaction and decide whether it is appropriate and suitable for you. In making this decision you should consult with such advisors as you deem necessary. The Joint Lead Managers are not providing you with any general financial, strategic or specialist advice, such as legal, regulatory, accounting or taxation advice. Each Joint Lead Manager is acting solely as an arm's length contractual counterparty and not as adviser, agent or fiduciary to you or to any investor or other person.
The Joint Lead Managers and their respective affiliates, connected companies, employees or clients may have an interest in, or a position in, or may deal in, transactions or securities (or related derivatives) identical or similar to those described in this document.
This document is confidential and may not be distributed (in whole or in part) to any other person, except for your professional advisors, without our consent.