NEPI ROCKCASTLE N.V - Book build for unsecured green bond

Book build for unsecured green bond

NEPI Rockcastle N.V.
Incorporated and registered in the Netherlands
Registration number 87488329
Share code: NRP
ISIN: NL0015000RT3
("NEPI Rockcastle" or "the Company")


BOOK BUILD FOR UNSECURED GREEN BOND


THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, OR TO OR FOR THE BENEFIT 
OF U.S. PERSONS OR INTO ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

NEPI Rockcastle's stakeholders are advised that further to the announcement released on 23 September 2024, 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)
 Guarantor:                     NEPI Rockcastle N.V.
 Issuer / Guarantor LEI:        7245006AG9J70KOIJH36/549300FMWM53K9ULYT15
 Ratings:                       BBB (stable) by S&P / BBB+ (stable) by Fitch
 Expected Issue Ratings:        BBB by S&P / BBB+ by Fitch
 Format:                        Senior Unsecured, Green bond, Reg S Registered
 Tenor:                         Long 7 Year
 Settlement:                    2 October 2024 (T+5)
 Maturity:                      21 January 2032
 Currency:                      EUR
 Size:                          EUR 500mn WNG
 IPTs:                          MS+240 bps area
 Coupon:                        Fixed %, Annual, Actual/Actual, short first
 Documentation:                 Issuer's EMTN Programme (Base Prospectus dated 15 May 2024 as supplemented
                                on 16 September 2024)
 Governing Law:                 English Law
 Denominations:                 EUR 100,000 x EUR 1,000
 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
 Listing:                       Euronext Dublin (Official List)
 Use of Proceeds:               An amount equal to the net proceeds will be allocated to finance and/or refinance
                                eligible green projects
 Target Market                  Manufacturer target market (EU MiFID II and UK MiFIR product governance) is
                                eligible counterparties and professional clients only (all distribution channels). No
                                EU PRIIPs or UK PRIIPs key information document (KID) has been prepared as
                                not available to retail in EEA or the UK
 Joint Bookrunners:             Deutsche Bank (B&D), Raiffeisen Bank International, SMBC, Societe Generale and UniCredit
 Timing:                        Books open, today's business


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.

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.


For further information please contact:

NEPI Rockcastle N.V.
Rudiger Dany/Eliza Predoiu                      +31 20 237 4770

JSE sponsor
Java Capital                                    +27 (0)78 456 9999

Euronext Listing Agent
ING Bank N.V.                                   +31 20 563 6685

Media Relations                                 mediarelations@nepirockcastle.com

25 September 2024

Date: 25-09-2024 09:52:00
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