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NEW EUROPE PROPERTY INVESTMENTS PLC - Accelerated Book Build

Release Date: 22/10/2014 09:00
Code(s): NEP     PDF:  
Wrap Text
Accelerated Book Build

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 JSE share code: NEP BVB share code: NEP
ISIN: IM00B23XCH02
(“NEPI” or the “Company”)


ACCELERATED BOOK BUILD


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

NEPI announces an equity raising of approximately ZAR1.1 billion (equivalent to approximately €80 million) through the issue of
new ordinary shares (the “equity raise”). The equity raise is subject to pricing acceptable to NEPI and will be completed as part
of a vendor consideration placing (as defined under paragraph 5.62 of the JSE Listings Requirements) and where required, under
the Company’s general authority to issue shares for cash approved by NEPI shareholders at the annual general meeting of the
Company held on Wednesday, 11 June 2014.

The vendor consideration placing will be utilised to fund the recently announced acquisitions of:
    – Aurora Shopping Mall and Alba Iulia Strip Mall in Romania; and
    – Kragujevac Plaza Shopping Mall in Serbia.

The balance of the equity raise under the Company’s general authority will be used to partially fund the Company’s future
development and extension pipeline, as well as acquisitions, if acceptable terms are concluded. This is in line with the Company’s
strategy to focus on opportunities that lead to maximising long-term, recurring distributable earnings per share, as detailed in the
Company’s unaudited consolidated financial results for the six months ended 30 June 2014, announced on 30 July 2014.

The equity raise will be offered to qualifying investors through an accelerated book build process (the “book build”) conducted on
the JSE. All public and non-public investors (as defined under paragraphs 4.25 – 4.26 of the JSE Listings Requirements) may
participate in the vendor consideration placing and only public investors may participate in the equity raise under the Company’s
general authority. The equity raise is not an offer to the public as contemplated under the South African Companies Act, No.71 of
2008, as amended.

The book build opens at 09h00 (South African time) on Wednesday, 22 October 2014 and the Company reserves the right to close
it at any time thereafter. Pricing and allocations will be announced as soon as practical following the closing of the book build.

NEPI reserves the right to increase the size of the equity raise subject to demand.

Macquarie First South Capital Proprietary Limited and Java Capital are acting as joint bookrunners and joint lead managers for
the equity raise.

22 October 2014

Joint Bookrunner and Joint Lead Manager
Macquarie First South Capital Proprietary Limited
Tel: +27 11 583 2000
E-mail: maccapadvecmjo'burg@macquarie.com

Joint Bookrunner, Joint Lead Manager and JSE Sponsor
Java Capital
Tel: +27 11 283 0050
E-mail: NEPI@javacapital.co.za

South African legal counsel to the Joint Bookrunners and Joint Lead Managers
Edward Nathan Sonnenbergs Inc.

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.

This announcement has been issued by and is the sole responsibility of NEPI. 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 Macquarie First South Capital
Proprietary Limited (Joint Bookrunner and Joint Lead Manager), Java Capital (Joint Bookrunner, Joint Lead Manager and JSE
Sponsor), Smith & Williamson Corporate Finance Limited (Nominated adviser and broker in the UK) or SSIF Intercapital Invest
SA (Romanian advisor) or by any of its respective affiliates or agents as to, or 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.

FORWARD LOOKING INFORMATION

This announcement contains (or may contain) certain forward-looking statements with respect to certain of NEPI's plans and its
current goals and expectations relating to its future financial condition and performance and which involve a number of risks and
uncertainties. NEPI cautions readers that no forward-looking statement is a guarantee of future performance and that actual results
could differ materially from those contained in the forward-looking statements. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events and circumstances a number of which are beyond NEPI's control.
These forward-looking statements reflect NEPI's judgement at the date of this announcement and are not intended to give any
assurance as to future results. Except as required by the JSE, the AIM Rules, the Bucharest Stock Exchange Rules or applicable
law, NEPI expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking
statements contained in this announcement to reflect any changes in the Company’s expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is based. For further information on NEPI, investors
should review the Company’s Annual Report and Unaudited condensed consolidated financial results for the six months ended 30
June 2014 hosted at www.nepinvest.com.

Additional contact details:

New Europe Property Investments plc
Victor Semionov                                      +40 744 388 023

Nominated Adviser and Broker
Smith & Williamson Corporate Finance Limited
Azhic Basirov                                             +44 20 7131 4000

Romanian advisor
SSIF Intercapital Invest SA
Razvan Pasol                                          +40 21 222 8731

Date: 22/10/2014 09:00:00 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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