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Investor roadshow for proposed bond offering
NEPI Rockcastle plc
(Incorporated and registered in the Isle of Man)
(Registered number 014178V)
JSE share code: NRP
Euronext share code: NRP
ISIN: IM00BDD7WV31
(“NEPI Rockcastle” or “the company”)
INVESTOR ROADSHOW FOR PROPOSED BOND OFFERING
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED IN
REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
NEPI Rockcastle, the largest listed retail real estate company in CEE markets by market capitalisation, with a portfolio focused on
dominant retail assets, has mandated ING, J.P. Morgan (B&D) and SG CIB to arrange a series of fixed income investor meetings
across Continental Europe and the UK, beginning on 8 November 2017. NEPI Rockcastle’s corporate rating is Baa3 positive
(Moody’s) / BBB stable (S&P) / BBB stable (Fitch) and the instrument rating is expected to be BBB stable (S&P) / BBB stable
(Fitch). A Euro denominated Reg S bond offering with intermediate maturity may follow subject to market conditions. FCA/ICMA
stabilization applies.
This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments
in any jurisdiction where such offer or solicitation would be unlawful. The distribution of this announcement and the offering of the
notes to which this announcement relates (the “Notes”) may be restricted by law in certain jurisdictions and therefore persons into
whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply
with these restrictions could result in a violation of the laws of any such jurisdiction. No action has been taken that would permit
an offering of the Notes or possession or distribution of this announcement in any jurisdiction where action for that purpose is
required.
This announcement may be provided only to persons who are not U.S. Persons (as defined in Regulation S under the Securities Act
of 1933, as amended (the "Securities Act") (“Regulation S”) and are located outside the United States. This announcement may
not be distributed, taken or transmitted in or into the United States, its territories or possessions, it may not be distributed, taken or
transmitted in any other jurisdiction in which to do so would be unlawful and any forwarding, distribution or reproduction of this
announcement in whole or in part is unauthorised. Failure to comply with this notice may result in a violation of the Securities Act,
or the applicable laws of other jurisdictions.
The Notes have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State
or other jurisdiction of the United States, and the Notes are subject to U.S. tax law requirements. Subject to certain exceptions, the
Notes may not be offered or sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined
in Regulation S). There will be no public offer of the Notes in the United States or in any other jurisdiction.
This announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom and is not
intended to be an invitation or inducement to engage in investment activity for the purpose of Section 21 of the Financial Services
and Markets Act 2000 of the United Kingdom (the “FSMA”). Subject to the above, this announcement is directed only at: (i) persons
who are outside the United Kingdom; (ii) persons who are investment professionals within the meaning of Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom; or (iii) any
other persons to whom this announcement for the purposes of Section 21 of the FSMA can otherwise lawfully be distributed (all
such persons together being referred to as “relevant persons”), and must not be acted on or relied upon by persons other than
relevant persons. Any investment or investment activity to which this announcement relates is available only to and will be engaged
in only with relevant persons.
A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any
time by the assigning rating organisation. Similar ratings for different types of issuers and on different types of notes do not
necessarily mean the same thing. The significance of each rating should be analysed independently from any other rating
For further information please contact:
Mirela Covasa
Nepi Rockcastle plc +40 232 13 98
JSE sponsor
Java Capital +27 11 722 3050
Euronext Listing Agent
ING Bank N.V +31 20 57 67 262
3 November 2017
Date: 03/11/2017 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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