Notice Regarding Issuance Terms of Social Bonds
- Social bonds for the acquisition of FANCL Corporation -
- CSV
May 23, 2025
Kirin Holdings Company, Limited
TOKYO, Friday May 23, 2025 - Kirin Holdings Company, Limited ("Kirin Holdings") hereby announce that we have determined the terms and conditions for the issuance of domestic Social Bonds ("Issuance") to raise funds for the acquisition of shares in FANCL Corporation (“FANCL”)*1, as previously disclosed in the news release titled “Notice Regarding Issuance of Social Bonds” on April 24, 2025, as follows. This Issuance is based on the "Kirin Social Finance Framework" *2.
1. Background and Rationale of the Issuance
Under its Long-Term Management Vision, "the Kirin Group Vision 2027", the Kirin Group is aiming at becoming a global leader in CSV *3, creating value across our world of Food & Beverages to Pharmaceuticals. Backed by the same philosophy and direction of aiming for our own growth through solving social issues of health, Kirin Holdings and FANCL formed the capital and business alliance agreement in 2019, and Kirin Holdings has made FANCL a wholly-owned subsidiary in 2024 to work closely together to promote the business in order to grow it into one of the largest health science businesses in the Asia-Pacific region.
We are issuing Social Bonds to partially fund the acquisition of shares in the company. Kirin Group positions fundraising through social finance as a means to achieve sustainable growth together with society. We believe this is an opportunity to communicate to our stakeholders about our CSV management efforts, which simultaneously create social and economic value.
We consider this Issuance as an opportunity to enhance stakeholders’ understanding of the Kirin Group’s commitment to its growth strategies and our Health Science Domain as our priority domains and have published "Kirin Social Finance Framework," on February 14, 2025. We have obtained a second party opinion*4 from DNV BUSINESS ASSURANCE JAPAN K.K. ("DNV"), an independent external reviewer, that this Framework is aligned with Social Bond Principles 2023 (SBP) set by the International Capital Market Association ("ICMA"), the Social Loan Principles 2023 (SLP) set by the Loan Market Association ("LMA") and others, and Social Bond Guidelines 2021 (SBGL) set by the Financial Services Agency of Japan.
By executing Kirin Sustainable Finance based on this Framework and acquiring shares in FANCL, we create a wide range of synergies, such as integration of domestic and overseas sales channel and strengthening customer relationship management in the Health Science business and advancing joint research. We aim to solve social issues related to foundational and individual health, by leveraging the strengths of Kirin and FANCL, and achieve the continued growth of the Health Science business.
KIRIN brings joy to society by crafting food and healthcare products inspired by the blessings of nature and the insights of our customers.
*1: Please refer to the following attached file for further information about the acquisition of the shares in FANCL.
https://www.kirinholdings.com/en/newsroom/release/2024/0912_02.html
*2: Please refer to the following attached file for further information about the Kirin Social Finance Framework.
https://www.kirinholdings.com/en/impact/files/pdf/social_finance_framework_en.pdfPDF：1.4MB
*3: Creating Shared Value: combined added value for consumers as well as for society at large.
*4: For details on the Second Party Opinion, please refer to our company's website.
https://www.kirinholdings.com/en/impact/files/pdf/social_second_party_opinion_en.pdfPDF：615KB
＜Reference＞
For more information on the “Kirin Group Vision 2027”, a long-term management plan, please refer to the following.
https://www.kirinholdings.com/en/purpose/management_plan/
For more information on our “CSV Purpose,” please refer to the following.
https://www.kirinholdings.com/en/purpose/csv_purpose/
2. Issuance Terms of Social Bonds
The terms and conditions of the Social Bonds have been determined as follows.
| 1. Name | Kirin Holdings Company, Limited 25th unsecured straight bonds (Social bond) | Kirin Holdings Company, Limited 26th unsecured straight bonds (Social bond) | Kirin Holdings Company, Limited 27th unsecured straight bonds (Social bond) |
|---|---|---|---|
| 2. Maturity | 3-years | 5-years | 7-years |
| 3. Total issue amount | JPY 20.0 billion | JPY 30.0 billion | JPY 15.0 billion |
| 4. Coupon Rate | 1.182％ | 1.412％ | 1.665％ |
| 5. Issue date | May 29, 2025 | ||
| 6. Maturity date | May 29, 2028 | May 29, 2030 | May 28, 2032 |
| 7. Interest payment date | May 29 and November 29 of each year | ||
| 8. Credit rating | A+ (Rating and Investment Information, Inc.) | ||
| 9. Lead managers | Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Mizuho Securities Co., Ltd., Nomura Securities Co., Ltd., and SMBC Nikko Securities Inc. | ||
| 10. Use of proceeds | Acquisition of the shares in FANCL Corporation | ||
| 11. Eligibility review of the Framework*2 | Kirin Holdings has obtained a second party opinion from DNV BUSINESS ASSURANCE JAPAN K.K. ("DNV"), an independent external reviewer, that this Framework is aligned with Social Bond Principles 2023 set by ICMA and the Social Loan Principles 2023 set by LMA and others. | ||
| 12. Structuring agent | Mizuho Securities Co., Ltd. | ||
| 13. Trustee | MUFG Bank, Ltd. | ||
At the same time, the following terms and conditions of issuance have been determined for the non-labeled 10-year bonds.
| 1. Name | Kirin Holdings Company, Limited 28th unsecured straight bonds |
|---|---|
| 2. Maturity | 10-years |
| 3. Total issue amount | JPY 35.0 billion |
| 4. Coupon Rate | 2.075％ |
| 5. Issue date | May 29, 2025 |
| 6. Maturity date | May 29, 2035 |
| 7. Interest payment date | May 29 and November 29 of each year |
| 8. Credit rating | A+ (Rating and Investment Information, Inc.) |
| 9. Lead managers | Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Mizuho Securities Co., Ltd., Nomura Securities Co., Ltd., and SMBC Nikko Securities Inc. |
| 10. Trustee | MUFG Bank, Ltd. |
3. Investors Committing to Investing in Kirin Social Bond
Listed below are investors to date who declared their intention to invest in Kirin Social Bond and agreed to disclose their names.
＜The list of Investors Committing to Investing＞ (Japanese alphabetical order)
| The Aichikenchuo Credit cooperative | Danyo Shinkumi Bank |
| Aichimikawa Japan Agricultural Co-operatives | The Chikugo Shinkin Bank |
| Asset Management One Co., Ltd. | CHIKUHO BANK Ltd. |
| AMAMI SHINKUMI | Chita Shinkin Bank |
| ALUPUSCHUO SHINKIN BANK | The Chiba Bank, Ltd. |
| IIDA SHINKIN BANK | Chiba Shinkin Bank |
| IZAWA METAL CO.，LTD. | Choshi Shoko Shinkumi |
| The Ibaraki-ken Credit Cooperative | Tsu Shinkin Bank |
| Ibaraki Prefectural Credit Federations of Agricultural Cooperatives | THE TSURUGA SHINKIN BANK |
| JA Iwai | Tokio Marine Asset Managemant Co., Ltd. |
| The Bank of Iwate, Ltd. | Tokyosankyo Shinkin Bank |
| NST Niigata SogoTelevision,Co.,Ltd. | The Tokyotoshokuin Credit Cooperative |
| The Ohkawa Shinkin Bank | Tono Shinkin Bank |
| Osaka Shoko Shinkin Bank | TOHOKU LABOR BANK |
| The Osaka Shinkin Bank | Toyota Shinkin Bank |
| OSAKA DOCTORS CREDIT UNION | Nagano Shinkin Bank |
| OHTAWARA SHINKIN BANK | Niigata-ken Labour Bank |
| OTEC CORPORATION | JA Nishikasugai |
| Omuta Yanagawa Shinkin Bank | Nissay Asset Management Corporation |
| Kanagawa Prefectural Credit Federation of Agricultural Cooperatives | Japan Earthquake Reinsurance Co.,Ltd. |
| JA kanagawaseisho | The Neo First Life Insurance Company, Limited. |
| The Kawaguchi Shinkin Bank | The Nomura Trust and Banking Co., Ltd. |
| JAPAN POST INSURANCE Co., LTD. | HAGIYAMAGUCHI SHINKINBANK |
| The Kita Osaka Shinkin Bank | The Higashi-Nippon Bank, Limited |
| Kitakawachi Agricultural Cooperatives | The Bizen Hinase Shinkin Bank |
| THE KINOKUNI SHINKIN BANK | JA Hida |
| Kihoku Shinkin Bank | Himeji Shinkin Bank |
| Kyoei Shinkumi Bank | The HYOGOKEN SHINKUMI BANK |
| KURE Shinkin Bank | Hyogo Shinkin Bank |
| GUNMAMIRAI Shinkumi Bank. | HIRAKATA SHINKIN BANK |
| KEISHICHO-SHOKUIN CREDIT COOPERATIVE | Fukuoka-ken credit union |
| Kesennuma Shinkin Bank | THE FUJI SHINKIN BANK |
| THE KOFU SHINKIN BANK | BlackRock Japan Co., Ltd. |
| Kobeshi Shokuin Shinkumi Bank | The Prudential Gibraltar Financial Life Insurance Co., Ltd. |
| The Kobe Shinkin Bank | Hekikai Shinkin Bank |
| Cognivision Inc. | jahokusai |
| Saikatsu Agricultural Cooperative | North Pacific Bank,Ltd. |
| THE SAGA KYOEI BANK,LTD. | The Hokuriku Bank, Ltd. |
| JA Sagami | Hokkaido Credit Federation of Agricultural Cooperatives |
| SANO EDUCATIONAL FOUNDATION | Hokkaido Labour Bank |
| The Sawayaka Shinkin Bank | Matsumoto Shinkin Bank |
| SANJO SHINKIN BANK | The Mishima Shinkin Bank |
| Shikoku Labour Bank | Mitsui Sumitomo Insurance Company, Limited |
| SHINONOME SHINKIN BANK | Sumitomo Mitsui DS Asset Management Company, Limited |
| The Juroku Bank, Ltd. | SUMITOMO MITSUI TRUST ASSET MANAGEMENT CO., LTD. |
| THE JOHOKU SHINKIN BANK | Mitsui Direct General Insurance Company, Limited |
| Shinkin Central Bank | Mitsubishi UFJ Asset Management Co., Ltd. |
| The Sugamo Shinkin Bank | Mitsubishi UFJ Trust and Banking Corporation |
| SUMITOMO LIFE INSURANCE COMPANY | The Musashino Bank,Ltd. |
| Suwa Shinkin Bank | Meiji Yasuda Asset Management Company Ltd. |
| THE SEIBU SHINKIN BANK | Meiji Yasuda Life Insurance Company |
| Seki Shinkin Bank | Moka Credit Union |
| Seto Shinkin Bank | YAMAGUCHI PREFECTURAL CREDIT FEDERATION OF AGRICULTURAL CO-OPERATIVES |
| Sony Bank Inc. | Yamaguchi Credit Guarantee Association |
| DaitokyoShinkumi Credit Cooperative | Yuki Shinkin Bank |
| Takaoka Shinkin Bank | JA Yokohama |
| Takagi Gakuen | YONAGO SHINKIN BANK |
| The TAKAMATSU SHINKIN BANK | LIFENET INSURANCE COMPANY |
| The Takinogawa Shinkin Bank | Rakuten Life Insurance Co., Ltd. |
| Date Shinkin Bank | The Rokinren Bank |
| The Tatebayashi Shinkin Bank |
About Kirin Holdings
Kirin Holdings Company, Limited is an international company that operates in the Food & Beverages domain (Food & Beverages businesses), Pharmaceuticals domain (Pharmaceuticals businesses), and Health Science domain (Health Science business), both in Japan and across the globe.
Kirin Holdings can trace its roots to Japan Brewery which was established in 1885. Japan Brewery became Kirin Brewery in 1907. Since then, the company expanded its business with fermentation and biotechnology as its core technologies, and entered the pharmaceutical business in the 1980s, all of which continue to be global growth centers. In 2007, Kirin Holdings was established as a pure holding company and is currently focusing on boosting its Health Science domain.
Under the Kirin Group Vision 2027 (KV 2027), a long-term management plan launched in 2019, the Kirin Group aims to become “A global leader in CSV*, creating value across our world of Food & Beverages to Pharmaceuticals.” Going forward, the Kirin Group will continue to leverage its strengths to create both social and economic value through its businesses, with the aim of achieving sustainable growth in corporate value.
*Creating Shared Value: combined added value for consumers as well as for society at large.