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Acquisition of Silesia City Center (Katowice, Poland)
NEPI Rockcastle N.V.
Incorporated and registered in the
Netherlands
Registration number 87488329
Share code: NRP
ISIN: NL0015000RT3
("NEPI Rockcastle" or "the Company")
ACQUISITION OF SILESIA CITY CENTER (KATOWICE, POLAND)
Stakeholders are informed that on 6 December 2024, NEPI Rockcastle, through its wholly owned
subsidiary NE Property B.V., signed a binding agreement to acquire all the issued shares of HELIOS
SCC SP. Z O.O. ("the Target"), which owns Silesia City Center ("Silesia City Center" or "the
Property"), from Allianz Finance VII Luxembourg S.A.* (45%), Kamsa Luxco 2 S.a r.l.* (45%) and
Cura Beteiligungsgesellschaft International m.b.H.* (10%) ("the Transaction"). NEPI Rockcastle has
concurrently signed a binding agreement to acquire all issued shares of Elco Energy sp. z o.o. and Elco
ICT sp. z o.o. ("the Elco Companies") from ECE Projektmanagement Polska sp. z o.o. These
companies provide communication infrastructure and energy services for the tenants in the Property.
Silesia City Center is a shopping centre located in Katowice, in the Silesia Province of southern Poland
comprising of a 88,400 m2 gross lettable area ("GLA"). The city is one of the strongest in Poland
economically, with an average spending power exceeding the national average per capita by 35%. The
Katowice conurbation, consisting of 22 adjacent population centres, is one of Europe's most
industrialized and urbanized areas. While heavy industry continues to be a significant pillar of the
region's economy, Katowice has evolved into a dynamic business services hub, characterized by an
expanding presence in sectors including professional outsourcing, innovation-driven research and
advanced technology.
RATIONALE FOR THE TRANSACTION
The acquisition of Silesia City Center follows the purchase of Magnolia Park in Wroclaw in southwest
Poland in September 2024. The acquisition further advances NEPI Rockcastle's investment strategy
to strengthen its portfolio by focusing on countries with an investment-grade rating and prioritizing
core, income-producing dominant properties.
The Property is well located in the city, with an immediate catchment area of over 280,000 people
(within 15 minutes' drive) and a regional catchment of almost 2.2 million people (within a 45-minute
drive) offering excellent visibility and access by both private and public transport.
Silesia City Center has an occupancy rate of 98.4% as of November 2024, including anchor tenants
such as Cinema City, Half Price, H&M, Kaufland, Media Markt, Primark, Reserved, TK Maxx and
Zara. The Property not only exhibits a strong operational performance but also benefits from a
dominant position in the region.
Rudiger Dany, CEO, remarked: "We are grateful for the confidence that NEPI Rockcastle's investors
have placed in our company during the recent equity raise as we continue to deliver on our strategy
with the acquisition of Silesia City Center. This high-quality shopping centre has a commanding
market position in Katowice, one of Poland's largest and wealthiest cities, and we look forward
bringing our asset management expertise to bear in the execution of long-term value growth initiatives
in this latest investment."
SALIENT TERMS OF THE TRANSACTION
The aggregate purchase price for the Target is EUR 405 million ("the Purchase Price"), including the full
settlement of the Target's outstanding debt. Additionally, the purchase price for the Elco Companies
is EUR 1.5 million.
Closing of the Transaction is conditional on settlement of the Purchase Price with the effective date of
the Transaction targeted to be 6 December 2024.
The Purchase Price will be funded from the Company's existing cash resources, primarily derived
from the equity raise completed in October 2024. The agreement for the Transaction contains
undertakings, warranties and indemnities, that are typical for a transaction of this nature.
DETAILS OF THE PROPERTY
Property Location Sector Monthly GLA Purchase Valuation Total cash
average m2 Price consideration
weighted paid
rent per
m2
Silesia Katowice, EUR 405 EUR 405 EUR 403.7
City Poland Retail EUR 27.50 88,400 million million** million
Center
NEPI Rockcastle has projected a net operating income of EUR 30.3 million for the Target for the financial
year ending 31 December 2024, while the net operating income anticipated after the integration of the
Property into the NEPI Rockcastle group and implementing asset management initiatives is expected
to stabilize at EUR 32 million.
The Elco Companies are also expected to generate an additional EUR 0.3 million from communication
infrastructure and energy services provided to the tenants at the Property.
This forecast, along with the underlying assumptions, as well as the financial information used to
prepare the forecast, is the responsibility of the Company's directors and has not been reviewed or
reported on by the Company's auditors.
NEPI Rockcastle reports that the Target registered a statutory loss of PLN 57,683 thousand for the
year ended 31 December 2023, as required by the JSE Listings Requirements. This information is
sourced from the Target's 2023 annual audited financial statements, prepared in accordance with Polish
accounting standards. NEPI Rockcastle is satisfied with the quality of Target's financial statements for
the purpose of this announcement.
CATEGORISATION OF THE TRANSACTION
The Transaction is classified as a category 2 transaction in terms of the JSE Listings Requirements and
accordingly does not require approval by NEPI Rockcastle's shareholders***.
* Allianz Finance VII Luxembourg S.A. is 30% directly held by Allianz Finance VIII Luxembourg S.A. and 70% directly
held by Allianz Leben Real Estate Holding II S.a r.l , Kamsa Luxco 2 S.a r.l. is 100% directly held by Kamsa Luxco 1
S.a r.l. and Cura Beteiligungsgesellschaft International is 100% directly held by KG CURA Vermögensverwaltung GmbH
& Co. KG, none of which are related parties to NEPI Rockcastle.
**The Purchase Price reflects the price for the acquisition of the issued shares in the Target and settlement of debt, whilst
the valuation amount reflects the value attributed to the Property by the directors of the Company. The directors of the
Company are not independent and are not registered as professional valuers or as professional associate valuers in terms
of the Property Valuers Profession Act, No 47 of 2000 in South Africa.
*** A category 2 transaction, as defined in the JSE Listings Requirements, refers to a transaction where the size of the
transaction value is 5% or more but less than 30% of the Company's market capitalization
For further information please contact:
NEPI Rockcastle N.V.
Rudiger Dany/Eliza Predoiu +31 202 38 40 30
JSE sponsor
Java Capital +27 (0)78 456 9999
Euronext Listing Agent
ING Bank +31 20 563 6685
Media Relations mediarelations@nepirockcastle.com
6 December 2024
Date: 06-12-2024 05:15:00
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