Wrap Text
Acquisition of Forum Gdansk Shopping Center (Gdansk, Poland) and update on Copernicus Shopping Centre acquisition
NEPI Rockcastle N.V.
(formerly NEPI Rockcastle S.A.)
Incorporated and registered in the Netherlands
Registration number 87488329
Share code: NRP
ISIN: NL0015000RT3
("NEPI Rockcastle" or "the Group" or "the Company")
ACQUISITION OF FORUM GDANSK SHOPPING CENTER (GDANSK, POLAND) AND UPDATE ON COPERNICUS
SHOPPING CENTRE ACQUISITION
INTRODUCTION
Stakeholders are advised that, on 19 December 2022, NEPI Rockcastle, through its wholly owned subsidiary
NE Property B.V., acquired all the issued shares in Forum Gdansk sp zoo ('the Target'), owning Forum Gdansk
Shopping Centre ('Forum Gdansk' or 'the Property'), from Multi Veste 339 B.V., ultimately owned by
Blackstone-managed funds ('the Transaction'). The Transaction encompassed the repayment of all the
Target’s outstanding debt.
Forum Gdansk is a 63,500 m2 gross lettable area ('GLA') shopping center, situated in Gdansk, the sixth largest
city in Poland by population, with over 470,000 inhabitants. Gdansk, together with the cities of Gdynia and
Sopot, comprise the ‘Tricity region’, considered to be one of the Poland’s largest, wealthiest and fastest growing
urban agglomerations.
RATIONALE FOR THE TRANSACTION
The acquisition represents one of the biggest single asset shopping center transactions by value in Europe in
2022 and is accretive to the Group’s distributable earnings. The Transaction is in line with NEPI Rockcastle’s
investment strategy to increase the concentration of its portfolio in countries with investment grade rating and
focus on core dominant properties.
With a catchment area of over 840,000 people (within 30 minutes drive), the Property enjoys a strategic location
in the city, with excellent visibility and access from all city districts.
Forum Gdansk has a BREEAM In-use Excellent certification and an occupancy rate of 93%, including anchor
tenants such as Eurospar, H&M, Helios, Reserved, TK Maxx, Van Graaf and Zara. The Property has
outstanding operational performance and is well positioned for future growth, both organically and through
further value enhancement.
"Forum Gdansk represents a compelling investment opportunity. We strongly believe in retail real estate and
its positive outlook, despite concerns over the macroeconomic context and potential slowdown as a result of
the rising inflation and interest rates. We are long-term investors and we are confident that fundamentally
Central and Eastern Europe is a region that will continue to show further economic growth in the future". –
Rüdiger Dany, CEO.
SALIENT TERMS OF THE TRANSACTION
The effective date of the Transaction is 19 December 2022.
The aggregate purchase price for the Transaction is €250 million ('Purchase Price'), of which €50 million
comprises vendor financing payable by NEPI Rockcastle within a maximum period of three years, at a fixed
interest rate of 6.5%. The coupon is payable quarterly from the effective date of the Transaction. The Purchase
Price (net of vendor financing) was funded from the Company’s cash resources and credit facilities.
The purchase agreement for the Transaction contains undertakings, warranties and indemnities, which are
typical for a transaction of this nature.
There are no outstanding conditions precedent.
DETAILS OF THE PROPERTY
Property Location Sector Monthly GLA Total Valuation Estimated
average m2 consideration Net
weighted Operating
rent per Income
m2
Forum Gdansk, €250 million, €250 €16.5
Gdansk Poland Retail €21.60 63,500 of which million* million
€50 million
comprises
vendor
financing as
mentioned
above
*The purchase price reflects the price for the acquisition of the issued shares in Forum Gdansk and settlement
of debt, whilst the valuation amount reflects the value attributed to the Property by the directors of the Company.
The directors of the Company are not independent and are not registered as professional valuers or as
professional associate valuers in terms of the Property Valuers Profession Act, No 47 of 2000 in South Africa.
As required by the Listings Requirements of the JSE Limited, NEPI Rockcastle reports that the Target registered
a statutory loss of PLN 12,693 thousand for the year ended 31 December 2021. This information has been
extracted from the 2021 annual audited financial statements of the Target, prepared in terms of Polish
accounting standards. For the purposes of this announcement NEPI Rockcastle is satisfied with the quality of
the financial statements of the Target.
CATEGORISATION OF THE TRANSACTION
The Transaction is classified as a category 2 transaction in terms of the Listings Requirements of the JSE
Limited and accordingly does not require approval by NEPI Rockcastle’s shareholders.
UPDATE ON COPERNICUS SHOPPING CENTRE ACQUISITION
Further to the announcement on 15 November 2022, the Group is pleased to announce that the acquisition of
Copernicus Shopping Centre became effective as of 19 December 2022, following receipt of the Competition
Council approval. The two transactions cement NEPI Rockcastle’s position in the Polish market, with
ownership of two high quality performing retail assets in the country.
For further information please contact:
NEPI Rockcastle N.V.
Rudiger Dany/Eliza Predoiu +31 202 38 40 30
JSE sponsor
Java Capital +27 11 722 3050
Euronext Listing Agent
ING Bank +31 20 563 6685
Media Relations mediarelations@nepirockcastle.com
Emma Villiers emma.villiers@bellierfinancial.com
Steve Hays steve.hays@bellierfinancial.com
20 December 2022
Date: 20-12-2022 08:31:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
