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NEPI ROCKCASTLE PLC - Investor roadshow for proposed bond offering

Release Date: 27/09/2019 11:56
Code(s): NRP     PDF:  
Wrap Text
Investor roadshow for proposed bond offering

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”)


INVESTOR ROADSHOW FOR PROPOSED BOND OFFERING


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, rated BBB by S&P (stable) and BBB by Fitch (stable), has mandated Citi Bank, Deutsche
Bank, HSBC and J.P. Morgan as Joint Bookrunners to arrange a series of fixed income investor meetings in
Frankfurt and London beginning on 30 September 2019. A Euro denominated fixed rate Reg S senior unsecured
benchmark bond (the “Notes”) offering, under the EUR1,500,000,000 Guaranteed Euro Medium Term Note
Programme (the “Programme”) with intermediate maturity, will follow subject to market conditions. NEPI
Rockcastle has also mandated Citi Bank, Deutsche Bank, HSBC and J.P. Morgan as Joint Dealer Managers for a
cash Tender offerof up to EUR200,000,000 on their outstanding EUR400,000,000 3.750% Notes due February
2021 (ISIN: XS1325078308) which is scheduled to expire on 4 October 2019.

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 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
(“Regulation S”) under the U.S. 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 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


27 September 2019

Date: 27/09/2019 11:56:00
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