NEPI ROCKCASTLE PLC - Tender offer launch announcement

Tender offer launch announcement

NEPI Rockcastle plc
Incorporated and registered in the Isle of Man
Registered number 014178V
JSE and Euronext share code: NRP
ISIN: IM00BDD7WV31
(“NEPI Rockcastle” or “the Company”)


TENDER OFFER LAUNCH ANNOUNCEMENT


NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND 
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. 
PERSON OR TO ANY PERSON LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE TENDER OFFER 
MEMORANDUM

NEPI Rockcastle, announces a tender offer addressed to holders of the outstanding €400,000,000 3.750 per cent.
Guaranteed Notes due 26 February 2021 (ISIN: XS1325078308) (the "Notes") issued by the Offeror and
guaranteed by the Company to tender their Notes for purchase by the NE Property BV (the “Offeror”) for cash.

The Offeror today announces its invitation to holders of the Notes (the "Noteholders") to tender their Notes for
purchase by the Offeror for cash (the "Offer") at the Purchase Price subject to the terms and conditions contained
in the Tender Offer Memorandum (as defined below). The Offeror proposes to accept for purchase pursuant to
the Offer an aggregate nominal amount of Notes of up to €200,000,000 (or such greater or lesser amount as the
Offeror may determine, in its sole and absolute discretion) (the "Maximum Acceptance Amount"). The Offer is
being made on the terms, and subject to the conditions, contained in the tender offer memorandum dated
27 September 2019 (the "Tender Offer Memorandum") prepared by the Offeror, and is subject to the offer and
distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.

The full version of the announcement is available on the Irish Stock Exchange website at link:
https://www.ise.ie/app/announcementDetails.aspx?ID=14244703.

For further information please contact:

NEPI Rockcastle plc
Mirela Covasa                                               +40 21 232 1398

JSE sponsor
Java Capital                                                +27 11 722 3050

Euronext Listing Agent
ING Bank                                                    +31 20 57 67 261

Media Relations
Brunswick Group                                             +44 20 7404 5959
                                                            +27 11 502 7300
                                                            nepirockcastle@brunswickgroup.com

27 September 2019

Date: 27/09/2019 11:55:00
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