NEPI ROCKCASTLE PLC – NEPI Rockcastle prices a 500 million unsecured corporate bond

2019/05/15 17:45:00
SENS announcement for JSE listed company: NRP
                        

NRP 201905150069A
NEPI Rockcastle prices a €500 million 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’)

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 PRICES A €500 MILLION UNSECURED CORPORATE BOND

NEPI Rockcastle’s wholly-owned subsidiary, NE Property BV, has closed the corporate bond book
build referred to in the announcement released earlier today. NE Property BV has priced a €500 million
unsecured 4 year Eurobond maturing on 22 May 2023 (‘the Bond’), carrying a 2.625% fixed coupon,
with an issue price of 98.15%. At this level, the book was oversubscribed, reaching over €1 billion.

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. The net
proceeds will be used for general corporate purposes including refinancing, acquisitions and
developments, as and when identified. Application has been made for listing the Bond with Euronext
Dublin and also a listing with the Bucharest Stock Exchange will be pursued.

‘Today’s strong order book led to a successful transaction, which is a sign of confidence in NEPI
Rockcastle and its high-performing business model. This bond issue adds to our financial flexibility
and will contribute to generating long-term value for our stakeholders.’ Alex Morar, CEO.

MIFID II professionals / ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II product
governance) are eligible counterparties and professional clients only (all distribution channels). No
PRIIPs key information document (KID) will be 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 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.

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. Similar ratings for different
types of issuers and on different types of notes do not necessarily mean the same thing. The significance
of each rating should be analysed independently from any other rating.

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

15 May 2019

Date: 15/05/2019 05:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’).
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

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