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NEPI ROCKCASTLE PLC - Book build for unsecured green bond

Release Date: 07/07/2020 10:30
Code(s): NRP     PDF:  
 
Wrap Text
Book build for unsecured green bond

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


BOOK BUILD FOR UNSECURED GREEN BOND


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’s stakeholders are advised that further to the announcement released on 6 July 2020, regarding a
proposed bond offering, the Company will undertake a book build today for an unsecured green bond issue on the
following terms:

Issuer:                         NE Property B.V. (Ticker: NEPSJ / Country: NL / LEI: 7245006AG9J70KOIJH36)
Guarantor:                      NEPI Rockcastle plc (LEI: 549300FMWM53K9ULYT15)
Issuer Ratings:                 BBB neg (S&P) and BBB st (Fitch)
Issue Ratings (exp.):           BBB (S&P) and BBB (Fitch)
Format:                         Senior Unsecured, Green bond, RegS Registered, NSS
Settlement:                     14 July 2020 (T+5)
Maturity:                       14 July 2027 (7 years)
Size:                           EUR 500 million (Will Not Grow)
IPTs:                           MS+420bps area
Coupon:                         Fixed %, Annual, (Act/Act)
Covenants:                      Solvency ratio less than 0.6; Consolidated coverage ratio greater than 2.1; Unencumbered Consolidated
                                Total Assets greater than 150%
Docs / List:                    EMTN Programme/ Euronext Dublin / English law /CoC / Clean up Call (80%) /
                                3mth Par call / MWC
Denoms:                         €100 000 + €1 000
UOP:                            Proceeds of the bond will be allocated to eligible green projects included in the
                                portfolio selected in accordance with the use of proceeds criteria and selection process
                                as defined in NEPI’s Green Financing Framework
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 or UK
Joint Green Structuring         ING and Societe Generale
Advisors:

Joint Bookrunners:              Citi, Deutsche Bank (B&D), HSBC, ING, J.P. Morgan, Raiffeisen Bank
                                International, and Societe Generale
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 or UK.

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 relating to the EUR3,000,000,000 Guaranteed Euro Medium Term Note Programme of NE
Property B.V. guaranteed by NEPI Rockcastle plc and the final terms relating to the Notes, when published, will be
available at: https://nepirockcastle.com/ and/or www.ise.ie. NEPI Rockcastle’s Green Financing Framework is
available at:https://nepirockcastle.com/wp-content/uploads/2020/07/NEPI-Rockcastle-Green-Finance-
Framework_Final.pdf. 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.

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

7 July 2020

Date: 07-07-2020 10:30:00
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