Wrap Text
Rights offer declaration announcement
NEW EUROPE PROPERTY INVESTMENTS PLC
(Incorporated and registered in the Isle of Man
with registered number 001211V)
(Registered as an external company with limited liability
under the laws of South Africa,
registration number 2009/000025/10)
AIM share code: NEPI
BVB share code: NEP
JSE share code: NEP
ISIN: IM00B23XCH02
(“NEPI” or “the company”)
RIGHTS OFFER DECLARATION ANNOUNCEMENT
Introduction
It is the intention of NEPI to undertake a rights offer to all NEPI shareholders in order to raise approximately €50
million (“the rights offer”).
The proceeds from the rights offer are expected to be used to fund potential acquisitions which NEPI is in the process
of negotiating. Should the acquisitions not be completed, the proceeds from the rights offer will be used to repay
existing borrowings.
Salient terms of the rights offer
NEPI shareholders will be offered a total of 12 345 680 new NEPI shares (“new NEPI shares” or “rights offer
shares”) in the ratio of 9.37648 new NEPI shares for every 100 ordinary shares held by them on Friday, 26 October
2012 for shareholders on either the South African share register or the UK share register, or on Monday, 22 October
2012 for shareholders registered in Romania.
The subscription price for rights offer shares is €4.05 per rights offer share for shareholders on the UK share register
and for shareholders registered in Romania and R43.50 per rights offer share for shareholders on the SA share register,
calculated using a EUR:ZAR exchange rate of €1.00:R10.74.
The letters of allocation, which are issued to shareholders on the South African share register, are negotiable and can
be traded on the JSE under JSE code: NEPN and ISIN: IM00B8G37960.
Subject to receiving the necessary approvals from the BVB and Romanian National Securities Commission, it is
intended that the pre-emptive rights, which are issued to shareholders registered in Romania, are negotiable and can be
traded on the BVB by shareholders registered in Romania under BVB code: NEPR02 and ISIN: IM00B8FJ9339.
Shareholders are advised that neither the letters of allocation issued to shareholders on the SA share register nor the
pre-emptive rights issued to shareholders registered in Romania are fungible and accordingly are not capable of being
transferred between the JSE and the BVB.
Excess shares
Shareholders on the South African share register, shareholders on the UK share register and shareholders registered in
Romania will have the right to apply for any excess rights offer shares not taken up by other shareholders and any
such excess shares will be attributed equitably taking cognisance of the number of shares and rights held by the
shareholder prior to such allocation, including those taken up as a result of the rights offer, and the number of excess
rights applied for by such shareholder.
Foreign shareholders on the South African share register
Foreign shareholders on the South African share register may be affected by the rights offer, having regard to
prevailing laws in their relevant jurisdictions. Such foreign shareholders should inform themselves about and observe
any applicable legal requirements of such jurisdiction in relation to all aspects of the rights offer that may affect them
and should refer to the rights offer circular for details of the rights offer and the laws and regulations governing the
rights offer. Any foreign shareholder who is in doubt as to his position with respect to the rights offer in any
jurisdiction should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
Important dates and times for shareholders on the SA share register
The timetable for the rights offer will be as follows:
2012
Finalisation announcement released on SENS on Friday, 12 October
Last day to trade in NEPI shares in order to participate in the rights offer on Friday, 19 October
Listing and trading of letters of allocation on the JSE on Monday, 22 October
NEPI shares commence trading on the JSE ex-rights offer entitlement on Monday, 22 October
Record date for determination of shareholders entitled to participate in the
rights offer (initial record date) on Friday, 26 October
Rights offer opens at 09:00 on Monday, 29 October
Rights offer circular and form of instruction posted to shareholders, where
applicable, on Monday, 29 October
Dematerialised shareholders will have their accounts at their CSDP or broker
automatically credited with their entitlement on Monday, 29 October
Certificated shareholders on the register will have their entitlement credited to
a nominee account held with the South African transfer secretaries
(Computershare Investor Services (Proprietary) Limited) on Monday, 29 October
Last day to trade letters of allocation on the JSE on Friday, 9 November
Maximum number of rights offer shares listed and trading therein commences
on the JSE on Monday, 12 November
Rights offer closes at 12:00 on (see note 2) Friday, 16 November
Record date for letters of allocation (final record date) on Friday, 16 November
Results of the rights offer announced on SENS on Monday, 19 November
Results of the rights offer announced in the press in South Africa on Tuesday, 20 November
New NEPI shares issued on Tuesday, 20 November
Dematerialised shareholders’ accounts updated and debited by their CSDP or
broker with new NEPI shares on Tuesday, 20 November
Certificates posted to certificated shareholders (in respect of the rights offer
shares) on or about Wednesday, 21 November
Refunds (if any) to certificated shareholders in respect of unsuccessful
applications made on or about Wednesday, 21 November
New NEPI shares issued in respect of successful excess shares applications
for dematerialised shareholders and certificated shareholders on or about Wednesday, 21 November
Dematerialised shareholders’ accounts updated and debited by their CSDP or
broker (in respect of successful excess shares applications) and certificates
posted to certificated shareholders (in respect of successful excess shares
applications) on or about Wednesday, 21 November
Notes:
1. All times indicated in this timetable are South African times.
2. Dematerialised shareholders are required to inform their CSDP or broker of their instructions in terms of the
rights offer in the manner and time stipulated in the agreement governing the relationship between the
shareholder and its CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised between Monday, 22 October 2012 and Friday,
26 October 2012, both days inclusive.
4. Transfers between the SA share register, the UK share register and the Romanian Central Depository may not
take place between Monday, 22 October 2012 and Friday, 26 October 2012, both days inclusive.
5. Dematerialised shareholders will have their accounts at their CSDP or broker automatically credited with their
rights and certificated shareholders will have their rights credited to a nominee account at Computershare
Investor Services (Proprietary) Limited.
6. CSDPs effect payment in respect of dematerialised shareholders on a delivery-versus-payment method.
7. The rights offer shares will be issued on the SA, UK and Romanian share registers on the same date, being
Tuesday, 20 November 2012.
Important dates and times for shareholders on the UK share register
Each of the times and dates in the table below is indicative only and may be subject to change.
2012
NEPI shares marked “ex-rights” by the London Stock Exchange at 8.00 a.m. Monday, 22 October
Record date for entitlements under the rights offer Friday, 26 October
Dispatch of provisional allotment letters and shareholders circular published Monday, 29 October
Latest time and date for acceptance and payment in full at 10.00 a.m. Friday, 16 November
Results of the rights offer announced on RNS Monday, 19 November 2012
Dealing in new NEPI shares, commence on AIM at 8.00 a.m. Tuesday, 20 November
Allocation of excess shares in respect of successful excess shares
applications on Tuesday, 20 November
Expected dispatch of definitive share certificates for the new NEPI shares in
certificated form for shareholders on the UK register on or about Wednesday, 21 November
Refunds (if any) to shareholders in respect of unsuccessful excess shares
applications made on or about Wednesday, 21 November
New NEPI shares issued in respect of successful excess shares applications
for dematerialised shareholders and certificated shares on or about Wednesday, 21 November
Note:
1. References to times in this timetable are to London time unless otherwise stated.
2. Share certificates may not be dematerialised or rematerialised between Monday, 22 October 2012 and Friday,
26 October 2012, both days inclusive.
3. Transfers between the SA share register, the UK share register and the Romanian Central Depository may not
take place between Monday, 22 October 2012 and Friday, 26 October 2012, both days inclusive.
4. The rights offer shares will be issued on the SA, UK and Romanian share registers on the same date being
Tuesday, 20 November 2012.
Important dates and times for shareholders/pre-emptive rights holders registered in Romania
Subject to receiving approval from the BVB and the Romanian National Securities Commission, the timetable for the
rights offer will be as follows:
2012
Finalisation announcement released on the BVB on Friday, 12 October
Publication of Presentation Document on the BVB website and in a national
Romanian newspaper Friday, 12 October
Last date to be registered as NEPI shareholder in order to be entitled to
receive pre-emptive rights Monday, 22 October
Commence trading pre-emptive rights on the BVB Tuesday, 30 October
Pre-emptive rights available for transfer into individual accounts of NEPI
shareholders registered in Romania Tuesday, 30 October
Last day to trade rights on the BVB Friday, 2 November
Record date for determination of pre-emptive rights holder (being either
shareholders who have received pre-emptive rights and not disposed of them
or others who may have acquired pre-emptive rights) who will be entitled to
exercise those rights by subscribing for rights offer shares Wednesday, 7 November
Subscription period on the BVB opens at 12:00 p.m. Wednesday, 7 November
Subscription period on the BVB closes at 12:00 p.m. Monday, 12 November
Announce results of the rights offer (BVB) Monday, 19 November
Credit shares to the global accounts of the brokers/custodians where the pre-
emptive rights holders have their individual accounts for pre-emptive rights
holders who have exercised their rights Tuesday, 20 November
Allocation of excess shares in respect of successful excess shares applications
on Tuesday, 20 November
Refunds (if any) to shareholders in respect of unsuccessful excess shares
applications made on or about Wednesday, 21 November
New NEPI shares credited to the global accounts of the brokers/custodians
where the pre-emptive rights holders have their individual accounts for pre-
emptive rights holders who have subscribed excess shares, in respect of
successful excess shares applications of shareholders on or about Wednesday, 21 November
Note:
1. References to times in this timetable are to Romanian time unless otherwise stated.
2. Transfers between the SA share register, the UK share register and the Romanian Central Depository may not
take place between Monday, 22 October 2012 and Friday, 26 October 2012, both days inclusive.
3. The rights offer shares will be issued on the SA, UK and Romanian share registers on the same date being
Tuesday, 20 November 2012.
Dealings in nil paid rights and fully paid rights on AIM
No application has been or will be made for the admission of new NEPI shares (nil paid) to trading on AIM and
accordingly there will be no dealings on AIM in any nil paid rights to new NEPI shares.
Fully paid provisional allotment letters will not be sent to qualifying shareholders who take up their entitlements to
new NEPI shares. Accordingly, there will be no dealings on AIM in fully paid rights represented by provisional
allotment letters and the same will not be negotiable (fully paid) on AIM.
After Tuesday, 20 November 2012, the new NEPI shares will be in registered form and transferable in the usual way.
Financial effects of the rights offer
The table below sets out the unaudited pro forma financial effects of the rights offer based on NEPI’s unaudited
interim consolidated statement of comprehensive income for the six months ended 30 June 2012 and NEPI’s
unaudited interim consolidated statement of financial position as at 30 June 2012. These financial effects are the
responsibility of the directors of NEPI and they have been prepared for illustrative purposes only, in order to provide
information about the financial results and the financial position of NEPI assuming that the rights offer had been
implemented on 1 January 2012 and 30 June 2012, respectively.
The unaudited pro forma consolidated statement of comprehensive income for the six months ended 30 June 2012 and
the unaudited pro forma consolidated statement of financial position as at 30 June 2012 of the NEPI group and the
explanatory notes thereto will be provided in the rights offer circular.
Due to its nature, the unaudited pro forma financial information (collectively, the unaudited pro forma financial
effects, the unaudited pro forma consolidated statement of comprehensive income and the unaudited pro forma
consolidated statement of financial position) may not give a fair reflection of NEPI’s financial position, changes in
equity, results of operations and cash flows subsequent to the rights offer. The unaudited pro forma financial
information has been reported on by the independent reporting accountants and their report will be included in the
rights offer circular.
The unaudited pro forma financial information has been prepared in accordance with the accounting policies of the
NEPI group that were used in the preparation of the unaudited interim results for the six months ended 30 June 2012.
Change
Before the After the rights after the
rights offer offer rights offer
Note 1 (%)
Basic weighted average earnings per share (EUR cents) 13.61 13.04 (4.2)
Diluted weighted average earnings per share (EUR cents) 12.97 12.48 (3.8)
Distributable earnings per share (EUR cents) 15.80 15.11 (4.4)
Headline earnings per share (EUR cents) 13.61 13.04 (4.2)
Diluted headline earnings per share (EUR cents) 12.97 12.48 (3.8)
Net asset value per share (EUR) 2.59 2.73 5.4
Adjusted net asset value per share (EUR) 2.63 2.75 4.6
Net tangible asset value per share (EUR) 2.48 2.62 5.6
Weighted average number of shares in issue 105 639 309 117 984 989 11.7
Diluted weighted average number of shares in issue 110 853 546 123 199 226 11.1
Number of shares in issue for net asset value and net tangible
asset value per share purposes 120 247 714 132 593 394 10.3
Number of shares in issue for adjusted net asset value per
share purposes 125 461 951 137 807 632 9.8
Notes and assumptions:
1. The figures set out in the “Before the rights offer” column above have been extracted from the unaudited
interim consolidated statement of comprehensive income for the six months ended 30 June 2012 and the
unaudited interim consolidated statement of financial position as at 30 June 2012.
2. The rights offer is assumed to have been implemented on 1 January 2012 for basic weighted average earnings,
diluted weighted average earnings, distributable earnings, headline earnings and diluted headline earnings per
share purposes and on 30 June 2012 for net asset value, adjusted net asset value and net tangible asset value per
share purposes.
3. 12 345 680 rights offer shares are assumed to be issued pursuant to the rights offer, thereby raising capital of
€50 million.
4. Although the proceeds of the rights offer are intended to be used to finance yield enhancing investment
opportunities in direct property in Romania, there are no firm commitments at the date of this announcement to
deploy the proceeds which will be received from the rights offer. Accordingly, there is no factually supportable
financial information regarding potential investments. Consequently, it has been assumed that the net proceeds
of the rights offer (after payment of estimated costs of approximately €0.16 million) have been utilised to
partially repay interest-bearing borrowings of approximately €49.84 million.
5. Finance expense is assumed to be reduced as a result of the repayment of approximately €49.84 million of
interest-bearing borrowings at the beginning of the six months ended 30 June 2012. A cost of debt of 4.02%,
being the interest rate on the loans which are assumed to be repaid, is assumed to apply throughout the six
months ended 30 June 2012.
6. Estimated costs related to the rights offer of approximately €0.16 million have been written off against share
premium.
7. A EUR:ZAR exchange rate of €1.00:R10.74 is assumed to apply.
8. All statement of comprehensive income adjustments have a continuing effect.
Circular
Further details of the rights offer will be set out in the circular to NEPI shareholders (“the rights offer circular”)
which is expected to be dispatched on Monday, 29 October 2012 and will be made available on the company’s
website www.nepi.uk.com as from Monday, 29 October 2012 and on the BVB’s website (www.bvb.ro) from
Monday, 29 October 2012.
5 October 2012
For further information please contact:
New Europe Property Investments plc +40 74 432 8882
Martin Slabbert
Nominated Adviser and Broker +44 20 7131 4000
Smith & Williamson Corporate Finance Limited
Azhic Basirov/Siobhan Sergeant
Corporate advisor, legal advisor as to South African law and JSE sponsor +27 11 283 0042
Java Capital
Romanian advisor +40 21 222 8731
SSIF Intercapital Invest SA
Razvan Pasol
Other advisors:
Legal advisor as to Romanian law
Reff & Associatii SCA
Legal advisor as to Isle of Man law
Consilium Limited
Independent reporting accountants
Ernst & Young Inc.
Date: 05/10/2012 04:45:00 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
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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,
information disseminated through SENS.
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