Wrap Text
Investor calls for proposed bond offering and tender offer launch announcement
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")
INVESTOR CALLS FOR PROPOSED BOND OFFERING AND TENDER OFFER LAUNCH ANNOUNCEMENT
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 has mandated Citi, Deutsche Bank, Erste Group, HSBC and ING as Joint Lead Managers to arrange a
Global Investor Call to be held at 10:30 UKT / 11:30 CET on Monday, 22 September 2025, as well as a series of fixed
income investor calls, also commencing on 22 September 2025. A Euro-denominated fixed rate Reg S senior unsecured
EUR 500 million WNG Green bond offering with an 8-year tenor will follow, subject to market conditions. The offering
will be issued under the EUR 4,000,000,000 Guaranteed Euro Medium Term Note Programme of NE Property B.V.
guaranteed by NEPI Rockcastle.
The net proceeds will be used to finance the concurrent tender offer described below. An equivalent amount to the net
proceeds of the New Notes will be allocated to finance and/or refinance Eligible Green Projects in line with the Group's
Green Finance Framework and with a Second Party Opinion from ISS Corporate Solutions, both of which are available on
the Issuer's website. FCA/ICMA stabilisation applies.
In addition, NE Property B.V. has announced a tender offer for its outstanding EUR 500 million 1.875% Notes due 2026
(ISIN: XS2063535970), and EUR 500 million 3.375% Notes due 2027 (ISIN: XS2203802462), guaranteed by NEPI
Rockcastle. The tender offer is expected to be capped up to the aggregate nominal amount of New Notes to be issued and
is subject to the successful completion of the issue of the New Notes. Tendering noteholders are eligible for priority
allocation in the New Notes at the Company's discretion. The Expiration Deadline is set for 29 September 2025. Citi,
Deutsche Bank, Erste Group, HSBC and ING are acting as Dealer Managers.
For further information on the offer, holders should (subject to offer and distribution restrictions contained therein) refer to
the Tender Offer Memorandum dated 22 September 2025.
The full version of the tender offer announcement is available on the Irish Stock Exchange website at link:
https://direct.euronext.com/api/PublicAnnouncements/RISDocument/ANN147131.pdf?id=768e5706-4e5f-427d-bfb4-68ddcf52ab29
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
22 September 2025
Date: 22-09-2025 10:23:00
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