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NEPI ROCKCASTLE N.V - Book build for 8-year unsecured green bond

Release Date: 23/09/2025 09:40
Code(s): NRP     PDF:  
Wrap Text
Book build for 8-year 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" or "the Group")


BOOK BUILD FOR 8-YEAR 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 22 September 2025, 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.
 Guarantor:                     NEPI Rockcastle N.V.
 Issuer LEI:                    7245006AG9J70KOIJH36
 Guarantor Ratings:             BBB (positive) by S&P / BBB+ (stable) by Fitch
 Expected Issue Ratings:        BBB by S&P / BBB+ by Fitch
 Format:                        Green, Senior Unsecured, Reg S Registered Notes
 Tenor:                         8 years
 Notional Amount:               EUR 500,000,000 (will not grow)
 IPTs:                          MS+180 bp area
 Settlement Date:               30 September 2025 (T+5)
 Maturity Date:                 30 September 2033
 Coupon Frequency:              Annual, Act/Act (ICMA)
 Early redemption:              3-month par call, CoC, Clean-up Call (80%), Tax call, Make-Whole Call
 Clearing:                      Euroclear/Clearstream
 Documentation:                 EUR 4,000,000,000 EMTN programme base prospectus dated 16 May 2025 and as
                                supplemented on 19 September 2025
 Denomination:                  EUR 100,000 x EUR 1,000
 Listing:                       Regulated Market of Euronext Dublin
 Governing Law:                 English law
 Use of Proceeds:               An amount equal to the net proceeds of the Notes is intended to be allocated to finance or
                                refinance, in whole or in part, Eligible Green Projects, selected in accordance with the
                                Green Finance Framework, and to finance the concurrent tender of the EUR 500,000,000
                                1.875% Notes due in October 2026 (ISIN: XS2063535970) and EUR 500,000,000
                                3.375% Notes due in July 2027 (ISIN: XS2203802462)
 ISIN / Common code:            XS3189615498 / 08318961549
 Target Market:                 Manufacturer Target Market (MiFID II product governance) is eligible counterparties
                                and professional clients only (all distribution channels). No EU PRIIPs or UK PRIIPs
                                KID has been prepared as not available to retail in EEA or the United Kingdom
 Joint Bookrunners:             Citigroup, Deutsche Bank (B&D), Erste Group, HSBC, ING
 ESG Coordinator:               ING
 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.

Any information contained in the Group's Green Finance Framework and the Second Party Opinion, and any other
information accessible through any website referred to above, does not (i) constitute or form part of any offer or invitation
to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities or (ii) form a part of the Base
Prospectus or the Final Terms. Any such information should not be relied upon in connection with making any investment
decision with respect to the securities. Any decision to purchase any of the securities should be made solely on the basis of
information contained in the Base Prospectus, as supplemented, and the Final Terms. In addition, no assurance or
representation is given by Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft, Erste Group Bank AG,
HSBC Continental Europe, ING Bank N.V. or any other person to investors as to the suitability or reliability for any purpose
whatsoever of the Group's Green Finance Framework, the Second Party Opinion or any other opinion, report or
certification of any third party in connection with the offering of the securities, and none of the Group's Green Finance
Framework, the Second Party Opinion or any such other opinion or certification is a recommendation by Citigroup Global
Markets Europe AG, Deutsche Bank Aktiengesellschaft, Erste Group Bank AG, HSBC Continental Europe or ING Bank
N.V. or any other person to buy, sell or hold any of the securities.

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.


For further information please contact:

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

JSE sponsor
Java Capital                                     +27(0)60 572 2299

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


Media Relations                                  mediarelations@nepirockcastle.com

23 September 2025

Date: 23-09-2025 09:40:00
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