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NEPI ROCKCASTLE PLC - Investor call for proposed bond offering

Release Date: 06/07/2020 10:45
Code(s): NRP     PDF:  
 
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Investor call for proposed bond offering

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


INVESTOR CALL FOR PROPOSED BOND OFFERING


NOT FOR RELEASE, PUBLICATION OR 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, rated BBB by S&P (negative) and BBB by Fitch (stable), has mandated ING Bank and Societe
Generale as Joint Green Structuring Advisors and Citi Bank, Deutsche Bank, HSBC, ING Bank, J.P. Morgan, Raiffeisen
Bank International, and Societe Generale as Joint Bookrunners to arrange a Global Investor Call to be held at 11.00
UKT / 12.00 CET on Monday, 6 July 2020. A Euro denominated fixed rate Reg S senior unsecured benchmark green
bond offering (the “Notes”) under the EUR3,000,000,000 Guaranteed Euro Medium Term Note Programme of NE
Property B.V. (the “Programme”), guaranteed by NEPI Rockcastle, with a 5 or 7 year tenor, will follow subject to
market conditions.

NEPI Rockcastle’s Green Financing Framework is available at: https://nepirockcastle.com/wp-
content/uploads/2020/07/NEPI-Rockcastle-Green-Finance-Framework_Final.pdf. The Second Party Opinion issued by
Sustainalytics is available at: https://nepirockcastle.com/wp-content/uploads/2020/07/NEPI-Rockcastle-Green-
Finance-Framework-Second-Party-Opinion.pdf.

FCA/ICMA stabilisation applies. Manufacturer target market (MiFID II product governance) is eligible counterparties
and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared
as not available to retail in EEA or the UK.

The distribution of this announcement and the offering of 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 relating to the Programme and the final terms relating to the Notes,
when published, 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 (“Regulation
S”) under the United States 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 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.

In member states of the European Economic Area, this announcement is directed only at persons who are "qualified
investors" within the meaning of the Prospectus Regulation.

In addition, 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 (as amended, 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. 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
Alex Morar/Mirela Covasa                                           +40 21 232 1398

JSE sponsor
Java Capital                                                       +27 11 722 3050

Euronext Listing Agent
ING Bank                                                           +31 20 563 6685

Media Relations                                                    mediarelations@nepirockcastle.com

6 July 2020

Date: 06-07-2020 10:45:00
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