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NEPI ROCKCASTLE PLC - Book build for unsecured green bond

Release Date: 13/01/2022 11:40
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 PERSONLOCATED 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 10 January 2022,
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)
Guarantor:                    NEPI Rockcastle plc (Country: IM)
Ratings:                      BBB (stable) by S&P / BBB (positive) by Fitch
Expected Issue Ratings:       BBB by S&P / BBB by Fitch
Format:                       Senior Unsecured, green bond, Reg S Registered, NSS
Tenor:                        8 Year
Settlement:                   20 January 2022 (T+5)
Maturity:                     20 January 2030
Currency:                     EUR
Size:                         500mn (WNG)
IPTs:                         MS+225bps area
Coupon:                       Fixed %, Annual, Actual/Actual
Use of Proceeds:              Proceeds of the bond will be allocated to refinancing of eligible green projects
Financial Covenants:          Solvency ratio less than or equal to 0.6; Consolidated coverage ratio greater than or equal to 2.1; 
                              Unencumbered Consolidated Total Assets greater than or equal to 150% of Unsecured Consolidated Total 
                              Indebtedness
Early Redemption:             CoC put (Par) / Clean up call (80%) / 3mth par call / MwC / Tax change call
Law:                          English Law
Documentation:                Issuer's EMTN Programme (Base Prospectus dated 17 September 2021 as
                              supplemented on 10 January 2022)
Advertisement:                The Base Prospectus as supplemented and the final Terms (when published) are
                              available on the website of Euronext Dublin (https://www.ise.ie/)
Listing:                      Euronext Dublin (Official List)
Denominations:                EUR 100,000 x EUR 1,000
Clearing:                     Euroclear and Clearstream, Luxembourg
Issuer / Guarantor LEI:       7245006AG9J70KOIJH36 / 549300FMWM53K9ULYT15
Joint Bookrunners:            Citi, ING, J.P. Morgan, Société Générale and UniCredit (B&D)
Timing:                       Books open, today’s business
Stabilization:                ICMA / FCA stabilization applies
Target Market:                MiFID II professionals/ECPs-only – Manufacturer target market (MiFID II product
                              governance) is eligible counterparties and professional investors only (all distribution
                              channels). No PRIIPs key information document has been prepared as not available to
                              retail in EEA.
                              No UK PRIIPs key information document has been prepared as not available to retail in
                              the UK.

The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”) and may not be offered, sold or delivered within the United States or to or for the
account or benefit of U.S. persons, as defined in Regulation S under the Securities Act.
This communication is being distributed to and is directed only at persons in the United Kingdom having
professional experience in matters relating to investments, falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotions) Order 2005 (the “Order”), and persons falling within Article 49(2)
of the Order (all such persons together being referred to as “relevant persons”). In the UK, this communication
must not be acted on or relied on by persons who are not relevant persons. In the UK, any investment or investment
activity to which this communication relates is available only to relevant persons and will be engaged in only with
such persons.

EEA MiFID II professionals/ECPs-only/No EEA or UK PRIIPS KID - Manufacturer target market (MIFID II
product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA
or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK.
This communication 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 securities 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.
Credit ratings referred to in this communication should not be taken as recommendations by a rating agency to
buy, sell or hold Notes. They may be revised, suspended or withdrawn at any time by the relevant rating agency.

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 New 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 New 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                                   +44 1624 654 704

JSE sponsor
Java Capital                                               +27 11 722 3050

Euronext Listing Agent
ING Bank                                                   +31 20 563 6685

Media Relations                                            mediarelations@nepirockcastle.com

13 January 2022

Date: 13-01-2022 11:40:00
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