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Results of the accelerated book build and issue of equity
NEPI ROCKCASTLE PLC
Incorporated and registered in the Isle of Man with
registered number 014178V
JSE share code: NRP
Euronext share code: NRP
ISIN: IM00BDD7WV31
(“NEPI Rockcastle”) or (the “company”)
RESULTS OF THE ACCELERATED BOOK BUILD AND ISSUE OF EQUITY
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN
OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO
Following the close of the book build undertaken on 3 October 2017 (“capital raise”), shareholders are advised that a
total of 29 541 215 new NEPI Rockcastle ordinary shares are expected to be issued and listed on
Monday, 16 October 2017. The new shares, when issued, will be credited as fully paid and will rank pari passu in all
respects with the existing issued shares.
Given that a number of new NEPI Rockcastle shares are anticipated to be listed and issued on
Thursday, 12 October 2017, pursuant to the distribution announced on 22 August 2017, the company will on
Wednesday, 11 October 2017 announce the total issued share capital of the company and total number of voting rights
in NEPI Rockcastle following both the distribution and the capital raise.
Java Capital acted as sole bookrunner.
5 October 2017
The equity raising is not an offer to the public as contemplated under the South African Companies Act, No.71 of 2008
as amended (“Companies Act”), nor an offer of securities in any other jurisdiction. Potential investors are only
permitted to apply for shares with a minimum total acquisition cost, per single addressee acting as principal, of greater
than or equal to ZAR1 000 000, unless the potential investor is a person, acting as principal, whose ordinary business,
or part of whose ordinary business, is to deal in securities, whether as principal or agent (in reliance on Section 96(1)(a)(i)
and 96(1)(b) of the Companies Act) or such applicant falls within one of the other specified categories of persons listed
in section 96(1) of the Companies Act.
This announcement is not for publication or distribution or release, directly or indirectly, in the United States of America
(including its territories and possessions, any state of the United States and the District of Columbia).
This announcement does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for
securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered
or sold, directly or indirectly, in the United States, absent registration or an exemption from, or transaction not subject
to, the registration requirements of the Securities Act. No public offering of securities is being made in the United States.
This announcement does not and is not intended to constitute an offer to the public in South Africa in terms of the
Companies Act. Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or
indirectly in or into the United States, Canada, Australia or Japan.
This announcement is for information purposes only and in member states of the European Economic Area (other than
the United Kingdom) is directed only at persons who are qualified investors (as defined in article 2(1)(e) of EU directive
2003/71/EC (the “Prospectus Directive”) and the relevant implementing rules and regulations adopted by each Member
State). In the United Kingdom, this announcement is directed only at the following persons: investment professionals
falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”); and high net worth entities, and other person to whom it may lawfully be communicated, falling within article
49(2)(a) to (d) of the Order.
As required in terms of Isle of Man law, successful applicants will not have registered ownership of the shares issued
pursuant to the equity raise. Shares will instead be delivered in the form of dematerialised security entitlements
representing beneficial ownership. References throughout this announcement to shares received or issued pursuant to
the equity raise or to any shareholding following settlement of the equity raise should therefore be read as a reference
to a receipt, issue or holding of security entitlements representing beneficial ownership of NEPI Rockcastle shares, and
not to any registered ownership of NEPI Rockcastle shares. All shares issued pursuant to the equity raise will be
registered in the name of Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., for and on behalf of successful
applicants.
This announcement has been issued by and is the sole responsibility of NEPI Rockcastle. No representation or warranty
express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by
Java Capital (Bookrunner and JSE Sponsor) in relation to the accuracy or completeness of this announcement or any
other written or oral information made available to or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
Additional contact details:
Bookrunner and JSE Sponsor
Java Capital +27 11 722 3050
NEPI Rockcastle plc
Mirela Covasa +407 213 7110 0
Euronext listing agent
ING Bank +31 20 57 67 261
Date: 05/10/2017 12:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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