Unsecured corporate bond issued on 15 May 2019 was listed on the Bucharest Stock Exchange
NEPI Rockcastle plc
Incorporated and registered in the Isle of Man
Registered number 014178V
Share code: NRP
UNSECURED CORPORATE BOND ISSUED ON 15 MAY 2019 WAS LISTED ON THE BUCHAREST STOCK EXCHANGE
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
As previously announced, NEPI Rockcastle's wholly-owned subsidiary, NE Property BV ("NEP"), closed a
corporate bond book build on 15 May 2019, in terms of which NEP priced a €500 million unsecured 4 year
Eurobond maturing on 22 May 2023.
Shareholders are advised that the notes issued pursuant to the corporate bond were listed on the Bucharest Stock
Exchange on 1 August 2019.
MIFID II professionals / ECPs-only / No PRIIPs KID - Manufacturer target market (MIFID II product
governance) are eligible counterparties and professional clients only (all distribution channels). No PRIIPs key
information document (KID) will be prepared as not available to retail in EEA.
The distribution of this announcement and the offering of the notes (the "Notes") to which this announcement
relates 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.
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")) 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, as
amended 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 ("Regulation S") under the Securities Act). 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"). In the United
Kingdom (the "UK"), this announcement is directed only at persons (i) who have professional experience in
matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) who are high net worth
entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Financial
Promotion Order, or (iii) to whom an invitation or inducement to engage in investment activities within the
meaning of Section 21 of the FSMA in connection with the issue or sale of any Notes may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as "relevant persons").
In the UK, any investment or investment activity to which this announcement relates is only available to and will
be engaged in only with relevant persons. This announcement must not be acted on or relied on by persons who
are not relevant persons.
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. 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. Persons into whose possession this announcement comes
are required to inform themselves about and to observe any such restrictions.
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:
NEPI Rockcastle plc
Mirela Covasa +40 21 232 1398
Java Capital +27 11 722 3050
Euronext Listing Agent
ING Bank +31 20 563 6685
Brunswick Group +44 20 7404 5959
+27 11 502 7300
1 August 2019
Date: 01/08/2019 11:45:00
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