ECP offering priced at € 26.00 per depository receipt; 3.1 million new depository receipts will be issued.

Eurocommercial Properties N.V. ("ECP") today announced that the book of demand for the offering of new depository receipts ("DRs") launched yesterday morning was closed at 17.30 hrs CET yesterday. The size of the offering has been fixed at 3.1 million new DRs. The new DRs will be issued at price of € 26.00 each, generating total gross proceeds of approximately € 81 million.

 

Payment for and delivery of the DRs will take place on Monday 25 April 2005, at which date the new DRs will be admitted to trading and listing on Euronext Amsterdam. After the offering, ECP will have approximately 34.4 million DRs outstanding.

 

Eurocommercial Properties' CEO, Jeremy Lewis commented that he was extremely pleased with the result of the issue which illustrated the resilience of sound property securities in the face of otherwise uncertain equity markets.

 

 

For additional information please contact:

 

 

This announcement is not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, into or in the United States, Australia, Canada or Japan. The offering will not be open to the public in France.

 

These materials do not 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 shares in ECP, nor shall these materials or any part of them nor the fact of their distribution form the basis of, or be relied upon in connection with, any contract or investment decision in relation thereto.

 

Recipients of these materials who are considering a purchase of DRs in ECP are reminded that no reliance may be placed for any purposes whatsoever on the information contained in these materials or on their completeness.  No representation or warranty, express or implied, is given by or on behalf of ECP, its shareholders, any of its directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in these materials, and no liability is accepted for any such information or opinions.

This press release is not an offer of securities for sale in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended. There will be no public offering of the securities in the United States.

 

This communication does not contain or constitute any invitation or inducement to engage in investment activity. This communication is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the "Order"), (iii) high net worth entities and (iv) other persons to whom it may lawfully be communicated in accordance with the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any or its contents.

 

No offering is being made, and no securities are to be offered or sold, in the United Kingdom other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses, or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995.

Stabilisation/FSA.

 

This communication does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for the securities in any jurisdiction in which such offer or solicitation is unlawful. The securities have not been and will not be qualified by prospectus for sale to the public under applicable Canadian securities laws and, subject to certain exceptions, may not be, directly or indirectly, offered or sold within Canada or to, or on behalf of, any national, resident or citizen, including any corporation or other entity, of Canada. No offer or invitation will be made to investors in Australia unless the offer or invitation does not need disclosure to investors under Part 6D.2 of the Corporation Act 2001 (Cwlth of Australia) No prospectus or other disclosure documents will be lodged with the Australian Securities and Investment Commission. The distribution of this communication in other jurisdictions may be restricted by law and therefore persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.

 

This communication does not constitute a recommendation, statement of opinion or other advice in relation to the securities or any offer. You should obtain your own professional investment, legal and tax advice in relation to the subject matter of this communication.

 

The securities have not been and will not be registered under the Securities and Exchange Law of Japan (the "SEL"). Accordingly, the securities may not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (including any Japanese corporation) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (including any Japanese Corporation), except in compliance with the SEL and other relevant laws and regulations.

 

This announcement does not, and shall not, in any circumstances constitute a public offering ("appel public á l'épargne") nor an invitation to the public in connection with any offering. The offer and sale of the DRs in France is carried out in accordance with article L.411-2 of the "Code Monetaire et Financier" and in accordance with Decree No. 98-880 of 1 October 1998 relating to qualified investors.

 

In connection with this issue, ABN AMRO Rothschild or any agent of it may over-allot or effect transactions with a view to supporting the market price of the depository receipts at a level higher than that which might otherwise prevail for a limited period. However, there is no obligation on ABN AMRO Rothschild or any agent of it to do this. Such stabilising, if commenced, may be discontinued at any time and will, as long as the depository receipts are listed on Euronext Amsterdam N.V., in any event be discontinued 30 days after the issue date of the new depository receipts. Such stabilising shall be in compliance with all applicable laws and regulations, including Article 32 of the Further Regulations on Market Conduct Supervision on the Securities Trade 2002 (Nadere Regeling gedragstoezicht effectenverkeer 2002), as amended, of The Netherlands.

 

This document contains forward-looking statements.  Forward-looking statements are statements that are not historical facts, including statements about ECP's beliefs and expectations.  Any statement in this document that expresses or implies ECP's intentions, beliefs, expectations, forecasts, estimates or predictions (and the assumptions underlying them) is a forward-looking statement.  These statements are based on plans, estimates and projections, as they are currently available to the management of ECP.  Forward-looking statements therefore speak only as of the date they are made, and ECP undertakes no obligation to update publicly any of them in light of new information or future events.

 

Forward-looking statements involve inherent risks and uncertainties.  A number of important factors could therefore cause actual future results to differ materially from those expressed or implied in any forward-looking statement.  Such factors include, without limitation, the conditions in the financial and property markets in Europe and elsewhere, interest rates, foreign currency exchange rates, levels of retail spending and general economic conditions- in Europe and elsewhere.

 

The forward-looking statements contained in this document are made as of the date hereof, and ECP assumes no obligation to update any of the forward-looking statements contained in this document.