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NEPI ROCKCASTLE PLC - NEPI Rockcastle prices a 500 million unsecured green bond

Release Date: 07/07/2020 17:30
Code(s): NRP     PDF:  
 
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NEPI Rockcastle prices a €500 million 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” or “the Group”)


NEPI ROCKCASTLE PRICES A €500 MILLION 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 wholly-owned subsidiary, NE Property B.V., has closed the green corporate bond
book build referred to in the announcement released earlier today. NE Property B.V. has priced a €500
million unsecured 7 year Eurobond maturing on 14 July 2027 (“the Bond”), carrying a 3.375% fixed
coupon, with an issue price of 98.172%.

S&P and Fitch assigned the Bond a BBB rating, in line with the EMTN Programme rating and the
corporate rating.

The Bond has been placed with a broad range of institutional debt investors across Europe, attracting
a strong demand with an oversubscribed book of over €1.1 billion.

NEPI Rockcastle has developed a Green Finance Framework (the “Framework”) under which the
Company has committed to use proceeds from green bonds to finance and/or refinance existing and/or
future projects which improve the environmental performance of the Group’s property portfolio and
contribute to the Company’s climate impact mitigation objectives. The Framework (available on NEPI
Rockcastle’s website) defines eligibility criteria according to two types of green assets/initiatives:
certified green buildings and energy efficiency projects. The Framework has a Second Party Opinion
provided by Sustainalytics. The net proceeds 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 the Company’s Framework.

Application has been made for listing the Bond with Euronext Dublin.

“Fixed-income investors are more than ever committed to ESG issues, and the green bond offered today
is yet another highlight of our ESG progress and commitment for sustainable operations and strong
capital structure. The strong demand and supportive pricing demonstrate investors’ continued
confidence in NEPI Rockcastle’s strategy and management team to weather the current environment.”
Mirela Covasa, CFO of NEPI Rockcastle.


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 05:30:00
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