Important Notice This Offering Is
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IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS (“QIBS”) AS DEFINED UNDER RULE 144A OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR (2) PERSONS OUTSIDE OF THE U.S IN ACCORDANCE WITH REGULATION S OF THE SECURITIES ACT. IMPORTANT: You must read the following before continuing. The following applies to the document following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the document. In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Bank as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND IN PARTICULAR MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation of your Representation: In order to be eligible to view this document or make an investment decision with respect to the securities described herein, investors must be either (1) QIBS or (2) persons outside of the U.S. This document is being sent at your request and by accepting the e-mail and accessing this document you shall be deemed to have represented to the Bank that (1) you and any customers you represent are either (a) QIBs or (b) outside of the U.S. and that the electronic mail address that you gave the Bank and to which this e-mail has been delivered is not located in the U.S. and (2) that you consent to delivery of such document by electronic transmission. You are reminded that this document has been delivered to you on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the contents of this document to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the issuer in such jurisdiction. This document 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 Citigroup, as Global Coordinator and Bookrunner, or Erste Group, Raiffeisen Bank International or Alpha Bank, as Co Lead Managers, or any person who controls any of them, nor any director, officer, employee nor agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version available to you on request from any of the Global Coordinator and Bookrunner or Co Lead Managers. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. 18,000,000 Shares Meridian Properties N.V. (a property investment company established as a public limited company organized under the laws of the Netherlands and registered with the trade register under registration number 57918058) Ordinary Shares This is the initial offering of our ordinary shares. We are offering 18,000,000 new ordinary shares (series A and series B) with a nominal value of €0.10 (the Offering). This Offering includes a public offering to professional investors in Poland and an international offering to institutional investors outside of Poland. We have granted the underwriters an option to purchase up to 900,000 additional ordinary shares. There is currently no market for our shares. We will apply for admission and introduction of our shares to trading on the regulated market of the Warsaw Stock Exchange. Investing in the ordinary shares involves risks. See “Risk Factors” beginning on page 18. The shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act). Prospective purchasers that are qualified institutional buyers are hereby notified that the sellers of the shares may be relying on an exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Outside the United States, the Offering is being made in reliance on Regulation S under the Securities Act. This document constitutes a prospectus for the purposes of Article 3 of the Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU (the European Prospectus Directive) and has been prepared in accordance with Chapter 5.1 of the Dutch Act on Financial Supervision (Wet op het financieel toezicht) (the Wft) and the rules promulgated thereunder (the Prospectus). This document has been filed with, and was approved on September 30, 2013 by, the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiele Markten, the AFM). The shares are being offered at the offering price, which will be determined through a bookbuilding process. The final number of shares in the Offering may differ from the initial amount stated in this Prospectus. The offering price and the total final number of shares in the Offering will be set out in a pricing statement that will be deposited with the AFM and published in a press release on our website. The shares are expected to be delivered to purchasers on or about October 24, 2013 through the book-entry facilities of the Polish National Depositary for Securities (the NDS). Sole Global Coordinator and Bookrunner Citigroup Co Lead Managers Erste Group Raiffeisen Bank International Alpha Bank September 30, 2013 In making an investment decision, prospective investors must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. Prospective investors should not construe anything in this document as legal, business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the securities under applicable legal investment or similar laws or regulations. We have furnished the information in this document. You acknowledge and agree that the underwriters make no representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this document is, or shall be relied upon as, a promise or representation by the underwriters. Reference is made to the actual documents for complete information. Copies of documents referred to herein as available documents will be made available to prospective investors upon request. We have prepared the information contained in this document. Neither we nor any of the underwriters has authorized anyone to provide you with any other information and neither we nor any of the underwriters takes any responsibility for other information others may give you. The distribution of this document and the Offering and sale of the shares in certain jurisdictions may be restricted by law. We and the underwriters require persons into whose possession this document comes to inform themselves about and to observe any such restrictions. This document does not constitute an offer of, or an invitation to purchase, any of the shares in any jurisdiction in which such offer or sale would be unlawful. No one has taken any action that would permit a public offering to occur in any jurisdiction other than Poland. NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this document is truthful or complete. Any representation to the contrary is a criminal offense. The shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and the applicable state securities laws pursuant to registration or exemption therefrom. As a prospective purchaser, you should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time. Please see “Underwriting, Stablization and Lock-Up” and “Transfer Restrictions.” The assurance report issued by PricewaterhouseCoopers Accountants N.V.