Wrap Text
Book build for unsecured corporate bond
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")
BOOK BUILD FOR UNSECURED CORPORATE BOND
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's stakeholders are advised that further to the announcement released on 27 September 2019,
regarding a proposed bond offering, the Company will undertake a book build today for an unsecured corporate
bond issue on the following terms:
Issuer: NE Property B.V. (Ticker: NEPSJ)
Guarantor: NEPI Rockcastle plc
Issuer Rating: BBB st (S&P) and BBB st (Fitch)
Expected Bond Rating: BBB (S&P), BBB(Fitch)
Status: Senior, Unsecured, RegS
Size: EUR 500m Will Not Grow
Settle 9 October 2019 (T+(5))
Maturity: 9 October 2026 (7 yrs)
IPT: MS+240-250
Coupon: Fixed %, Annual, (Act/Act)
Covenants: Solvency ratio less than 0.6; Consolidated coverage ratio greater than 2.1; Unencumbered Assets greater than 150%
Docs / List: EMTN Program / Euronext Dublin / English law /
CoC / Clean up Call (80%) / 3mth Par call / MWC / 125bps Coupon Step-up if Notes downgraded to
sub-investment grade
Denoms: EUR100k + EUR1k
UOP: General corporate purposes, including but not limited to property acquisitions and developments,
refinancing and working capital management
Target Market: Manufacturer target market (MIFID II product governance) is eligible counterparties
and professional clients only (all distribution channels)
PRIIPS: No PRIIPs key information document (KID) has been prepared as not available to retail in EEA
Joint Bookrunners: Citi, Deutsche Bank (B&D), HSBC, J.P. Morgan
Timing: Books open, today’s business
FCA/ICMA stabilisation applies. Manufacturer target market (MIFID II product governance) is eligible counterparties
and professional clients (all distribution channels) only. No PRIIPs key information document (KID) has been 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 is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129
(the "Prospectus Regulation"). The base prospectus (and any supplements thereto) relating to the Programme will be
available at https://nepirockcastle.com/ and/or www.ise.ie.
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 U.S. Securities Act of 1933, as amended (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
("Regulation S") under the Securities Act). There will be no public offer of the Notes in the United States or in any
other jurisdiction.
In member states of the EEA, this announcement is directed only at persons who are "qualified investors" within the
meaning of the Prospectus Regulation.
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 relevant persons 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.
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
2 October 2019
Date: 02/10/2019 11:07:00
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