Klepierre : Tender offer on Bonds

IMPORTANT NOTICE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES (EACH AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THE ATTACHED TENDER OFFER MEMORANDUM. IMPORTANT: You must read the following disclaimer before continuing.

The following disclaimer applies to the attached tender offer memorandum (the "Tender Offer Memorandum"), whether received by email or otherwise received as a result of electronic communication and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached document. In accessing the attached Tender Offer Memorandum, you agree (in addition to the representation given below) to be bound by the following terms and conditions, including any modifications made to them from time to time, each time you receive any information from Klépierre (the "Company"), J.P. Morgan Securities plc, Société Générale and The Royal Bank of Scotland plc (together, the "Dealer Managers"), BNP Paribas Securities Services and BNP Paribas Securities Services, Luxembourg Branch in their capacity as tender agents (the "Tender Agents") and BNP Paribas Securities Services, Luxembourg Branch in its capacity as information agent (the "Information Agent") as a result of such acceptance and access. Capitalised terms used but not otherwise defined in this notice shall have the meaning given to them in the attached Tender Offer Memorandum.

THE ATTACHED TENDER OFFER MEMORANDUM SHOULD NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, SHOULD NOT BE FORWARDED TO ANY U.S. PERSON OR ANY PERSON LOCATED IN OR INTO THE UNITED STATES (EACH AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED). ANY SUCH FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE TENDER OFFER MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTION MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS AND REGULATIONS OF THE UNITED STATES OR OTHER RELEVANT JURISDICTIONS. Confirmation of your representation

You have been sent the attached Tender Offer Memorandum on the basis that (i) you have confirmed to the Dealer Managers or the Information Agent, being the sender of the attached; and (ii) by accepting the Tender Offer Memorandum, you shall be deemed to have represented to the Company, the Dealer Managers, the Tender Agents and the Information Agent that:

1. you are a holder or a beneficial owner of the outstanding €500,000,000 2.75 per cent. Notes due 17 September 2019 (ISIN: FR0011321405) (the "2019 Notes") issued by the Company on 17 September 2012 and/or €500,000,000 3.25 per cent. Guaranteed Notes due 26 February 2021 (ISIN: XS0896119384) of which €499,625,000 are currently outstanding (the "2021 Notes" and, together with the 2019 Notes, the "Notes") issued by Corio N.V. on 28 February 2013 and guaranteed by Bresta I B.V., Corio Beleggingen I B.V., Corio Management B.V. and Corio Nederland B.V. As a result of a merger, which took effect on 31 March 2015, the Company acquired all assets and liabilities (including the 2021 Notes) of Corio N.V. by operation of law;

2. you are not a person to whom it is unlawful to send the attached Tender Offer Memorandum or to make an invitation under the Tender Offer under applicable laws and regulations (including, but not limited to, the offer restrictions set out in the attached Tender Offer Memorandum);

3. you are not a U.S. person or a person located or resident in the United States (each as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act"));

4. you consent to delivery of the attached Tender Offer Memorandum by electronic transmission; and

(f) the electronic mail address that you have given to the Dealer Managers or the Information Agent, as the case may be, and to which the attached Tender Offer Memorandum has been delivered, is not in the United States.

The attached Tender Offer Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Dealer Managers, the Tender Agents or the Information Agent or any person who controls, or is a director, officer, employee or agent of any of the Company, the Dealer Managers, the Tender Agents or the Information Agent, nor any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Tender Offer Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information Agent at the address specified at the end of the attached Tender Offer Memorandum.

The information contained in this e-mail message and any files transmitted with it are confidential information intended only for the use of the individual or entity to whom it is addressed. Distribution of the electronic copy of the attached Tender Offer Memorandum to any person other than (a) the person receiving this electronic transmission from the Dealer Managers, the Tender Agents or the Information Agent and (b) any person retained to advise the person receiving this electronic transmission with respect to the offer contemplated by this Tender Offer Memorandum (each, an "Authorised Recipient") is unauthorised. Any photocopying, disclosure or alteration of the contents of the Tender Offer Memorandum and any forwarding of a copy of the attached Tender Offer Memorandum or any portion thereof by electronic mail or any other means to any person other than an Authorised Recipient is prohibited. By accepting delivery of the attached Tender Offer Memorandum, each recipient hereof agrees to the foregoing.

You are reminded that the attached Tender Offer Memorandum has been delivered to you on the basis that you are a person into whose possession the Tender Offer Memorandum may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not nor are you authorised to deliver, transmit, forward or otherwise distribute the Tender Offer Memorandum, directly or indirectly, to any other person.

Custodians should submit an Electronic Instruction Notice or Acceptance Notice (as applicable) in respect of each beneficial holding of Notes and should not aggregate such holdings into a composite instruction. Failure to comply may result in significant difficulties in delivering the correct consideration on the Settlement Date.

Restrictions

The attached Tender Offer Memorandum and any other documents or materials relating to the Tender Offer have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (i) those persons who are existing members or creditors of the Company or other persons within Article 43 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and (ii) any other persons to whom these documents and/or materials may lawfully be communicated (together being referred to as "relevant persons" in this paragraph), and must not be acted on or relied upon by persons other than relevant persons. Any investment activity referred to in the attached Tender Offer Memorandum or such other offer material are available only to relevant persons and will be engaged in only with relevant persons.

Insofar as the communication in the attached Tender Offer Memorandum and such documents and/or materials is made to or directed at relevant persons, any investment or investment activity to which it relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on the attached Tender Offer Memorandum or any of its contents.

The materials relating to the Tender Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Tender Offer be made by a licensed broker or dealer and either Dealer Manager or any affiliate thereof is a licensed broker or dealer in that jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Managers or such affiliate on behalf of the Company in that jurisdiction.

The distribution of the attached Tender Offer Memorandum may be restricted by law in certain jurisdictions. Persons into whose possession the Tender Offer Memorandum comes are required by the Company, the Dealer Managers, the Tender Agents and the Information Agent to inform themselves about, and to observe, any such restrictions.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES (EACH AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS TENDER OFFER MEMORANDUM. Tender Offer Memorandum dated 19 September 2016. This document is important and requires your immediate attention. Invitation by Klépierre

(a société anonyme à directoire et conseil de surveillance established under the laws of the Republic of France) (the "Company")

to the Qualifying Holders (as defined herein) of its

€500,000,000 2.75 per cent. Notes due 17 September 2019 (ISIN: FR0011321405) issued by the Company on 17 September 2012 (of which €500,000,000 are currently outstanding) admitted to trading on Euronext Paris

(the "2019 Notes") and/or

€500,000,000 3.25 per cent. Guaranteed Notes due 26 February 2021 (ISIN: XS0896119384) issued by Corio N.V. on 28 February 2013 and guaranteed by Bresta I B.V., Corio Beleggingen I B.V., Corio Management B.V. and Corio Nederland

B.V. (of which €499,625,000 are currently outstanding) admitted to trading on Euronext Amsterdam (the "2021 Notes" and, together with the 2019 Notes, the "Notes")

to tender their Notes for purchase by the Company for cash, subject to the Maximum Acceptance Amount (as defined herein).

As a result of a merger, which took effect on 31 March 2015, the Company acquired all assets and liabilities (including the 2021 Notes) of Corio N.V. by operation of law.

Description of the Notes	Coupon	ISIN Code	Outstanding Nominal amount	Tender Yield	Amount subject to the offer	Listing
2019 Notes	2.750%	FR0011321405	€500,000,000	-0.10 per cent. 1	Any and all	Euronext Paris
2021 Notes	3.250%	XS0896119384	€499,625,000	-0.05 per cent. 2	Subject as set out herein, up to a maximum nominal amount of (a) €500,000,000 (or such greater or lesser amount as the Company may determine, in its sole discretion) less (b) the aggregate nominal amount of the 2019 Notes validly tendered and accepted by the Company.	Euronext Amsterdam

1 For information purposes only, the Tender Offer Price in respect of the 2019 Notes will be 108.473 % (€108,473 per each €100,000 in nominal amount) if the Settlement Date is 29 September 2016.

2 For information purposes only, the Tender Offer Price in respect of the 2021 Notes will be 114.572 % (€114,572 per each €100,000 in nominal amount) if the Settlement Date is 29 September 2016.

THE COMPANY INVITES (SUBJECT TO OFFER RESTRICTIONS) QUALIFYING HOLDERS WHO WISH TO SELL THEIR NOTES FOR A CASH AMOUNT, TO TENDER ANY OR ALL OF SUCH NOTES FOR PURCHASE BY THE COMPANY (SUBJECT TO POSSIBLE PRO-RATION) FOR A CASH AMOUNT (THE "TENDER OFFER") EQUAL TO THE TENDER CONSIDERATION, PLUS ANY APPLICABLE ACCRUED INTEREST, SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE TENDER OFFER AS DESCRIBED HEREIN. NOTES WHICH HAVE NOT BEEN SUCCESSFULLY SUBMITTED AND ACCEPTED BY THE COMPANY FOR TENDER PURSUANT TO THE TENDER OFFER WILL REMAIN OUTSTANDING AFTER THE SETTLEMENT DATE. THE COMPANY HAS TODAY ANNOUNCED, SUBJECT TO FAVOURABLE MARKET CONDITIONS, ITS INTENTION TO ISSUE ONE OR MORE SERIES OF NEW NOTES PURSUANT TO ITS €7,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME. SUCH DECISION OF THE COMPANY TO ISSUE NEW NOTES DURING THE TENDER OFFER PERIOD IS TAKEN IN ITS SOLE AND ABSOLUTE DISCRETION AND THE COMPANY SHALL NOT HAVE ANY LIABILITY TO THE QUALIFYING HOLDERS IN THIS RESPECT. SUBJECT TO THE RIGHT OF THE COMPANY TO EXTEND, AMEND, TERMINATE AND/OR WITHDRAW THE TENDER OFFER, AS DESCRIBED HEREIN, THE TENDER OFFER IS LIMITED TO A MAXIMUM AGGREGATE NOMINAL AMOUNT OF NOTES OF €500,000,000 (THE "MAXIMUM ACCEPTANCE AMOUNT"). IN THE EVENT THE AGGREGATE NOMINAL AMOUNT OF NOTES VALIDLY TENDERED TO THE COMPANY FOR PURCHASE EXCEEDS THE MAXIMUM ACCEPTANCE AMOUNT, THE COMPANY WILL ACCEPT FOR PURCHASE ANY AND ALL VALIDLY TENDERED 2019 NOTES AND WILL ACCEPT FOR PURCHASE VALIDLY TENDERED 2021 NOTES ON A PRO RATA BASIS SUCH THAT THE AGGREGATE NOMINAL AMOUNT OF NOTES ACCEPTED IS NO GREATER THAN THE MAXIMUM ACCEPTANCE AMOUNT. SEE "TERMS OF THE TENDER OFFER- PRO-RATION OF THE 2021 NOTES" BELOW. THE TENDER OFFER WILL EXPIRE AT 5:00 P.M., PARIS TIME, ON 26 SEPTEMBER 2016 (THE "EXPIRATION DEADLINE"), UNLESS EXTENDED, EARLIER TERMINATED OR WITHDRAWN AT THE SOLE DISCRETION OF THE COMPANY AS DESCRIBED HEREIN. The Tender Offer is being made upon the terms and subject to the conditions set forth in this Tender Offer Memorandum. Subject as provided herein, the Company may, in its sole discretion, amend or extend the Tender Offer and terminate or withdraw the Tender Offer at any time prior to the announcement by the Company of whether it intends to accept any Notes for purchase, as set out under "Terms of the Tender Offer Amendment, Termination, Extension or Withdrawal". Details of any amendment, extension, termination or withdrawal will be notified to Qualifying Holders, Euronext Amsterdam and Euronext Paris as soon as possible after it takes place. Offers to Participate once submitted pursuant to the Tender Offer, will be irrevocable, except in the limited circumstances set out under the heading "Terms of the Tender Offer  Amendment, Termination, Extension or Withdrawal". The Company reserves the right to reject or accept any Notes validly offered for sale pursuant to this Tender Offer Memorandum in its sole and absolute discretion. The Tender Offer Memorandum does not comprise or constitute a prospectus for the purposes of the Directive 2003/71/EC as amended or Article L.412-1 of the French Code monétaire et financier and has not been approved, filed or reviewed by the French Autorité des marchés financiers (the "AMF") or any other competent or regulatory authority, nor has the AMF issued any report regarding the accuracy or adequacy of this Tender Offer Memorandum.
DEALER MANAGERS
J.P. Morgan	Société Générale Corporate & Investment Banking	The Royal Bank of Scotland