Wrap Text
Financial effects of the accelerated book build and total voting rights
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”)
FINANCIAL EFFECTS OF THE ACCELERATED BOOK BUILD AND TOTAL VOTING RIGHTS
Shareholders are referred to the results of the book build announcement released on Wednesday, 22 October 2014 in
terms of which shareholders were advised that a total of 13,640,777 new shares (“new shares”) would be issued and
listed on Wednesday, 29 October 2014 raising ZAR1.4 billion (approximately EUR100 million) of equity capital
(“October 2014 book build”).
As the number of new shares issued in terms of the book build is in excess of 5% of the number of NEPI shares in
issue prior to the book build, the company, is in terms of the JSE Listings Requirements, required to publish the
financial effects of the issue of the new shares.
Accordingly, the table below sets out the unaudited pro forma financial effects of the October 2014 book build, the
book build which results were announced on Monday, 4 August 2014 (“August 2014 book build”) and the
distribution election for the six months ended 30 June 2014 (“distribution election”) (collectively, “the
transactions”) on NEPI’s unaudited consolidated statement of income for the six months ended 30 June 2014 and
NEPI’s unaudited consolidated statement of financial position as at 30 June 2014. 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 transactions had been
implemented on 1 January 2014 and 30 June 2014, respectively.
Due to their nature, the unaudited pro forma financial effects may not give a fair reflection of NEPI’s financial
position, changes in equity, results of operations and cash flows subsequent to the book build. The unaudited pro
forma financial effects have not been reviewed or reported on by the independent reporting accountants or external
auditors.
The unaudited pro forma financial effects have been prepared in accordance with the accounting policies of the NEPI
group that were used in the preparation of the results for the year ended 31 December 2013.
The table below reflects the unaudited pro forma financial effects of the transactions on a NEPI shareholder:
Change
Before Pro forma (%)
Basic weighted average earnings per share (EUR cents) 14.62 14.42 (1.37)
Diluted weighted average earnings per share (EUR cents) 14.30 14.15 (1.05)
Distributable earnings per share (EUR cents) 14.16 14.03 (0.92)
Headline earnings per share (EUR cents) 13.95 13.84 (0.79)
Diluted headline earnings per share (EUR cents) 13.64 13.58 (0.44)
Net asset value per share (EUR) 3.76 4.04 7.45
Net tangible asset value per share (EUR) 3.68 3.98 8.15
Adjusted net asset value per share (EUR) 3.89 4.16 6.94
Weighted average number of shares in issue 207,579,778 241,250,907 16.22
Diluted weighted average number of shares in issue 212,287,132 245,958,261 15.86
Number of shares in issue for net asset value and net tangible asset value
per share purposes 220,412,304 254,083,433 15.28
Number of shares in issue for adjusted net asset value per share purposes 225,119,658 258,790,787 14.96
Notes and assumptions:
1. The figures set out in the “Before” column above have been extracted from the unaudited consolidated statement of
income for the six months ended 30 June 2014 and the unaudited consolidated statement of financial position as at
30 June 2014.
2. The transactions are assumed to have been implemented on 1 January 2014 for basic weighted average earnings,
diluted weighted average earnings, distributable earnings, headline earnings and diluted headline earnings per share
purposes and on 30 June 2014 for net asset value, adjusted net asset value and net tangible asset value per share
purposes.
3. In respect of the August 2014 book build the following assumptions and adjustments have been made:
a. 15,041,885 new NEPI shares were issued pursuant to the August 2014 book build, thereby raising capital of
EUR100 million (ZAR1.4 billion).
b. Estimated costs relating to the August 2014 book build of approximately EUR0.5 million have been written
off against share premium.
c. The net proceeds of the August 2014 book build are intended to be used partly for the repayment of bank
borrowings due in the next 12 months (EUR50.0 million) and the balance to fund yield enhancing
investment opportunities in direct property (EUR49.5 million). However, there were no firm commitments at
the date of the August 2014 book build results announcement to deploy the proceeds from the August 2014
book build. Accordingly, there is no factually supportable financial information regarding the deployment of
the proceeds and it has been assumed that EUR49.5 million of the net proceeds of the August 2014 book
build are held in cash and cash equivalents.
d. Finance income of EUR0.2million is assumed to be earned throughout the six months ended 30 June 2014
on the net proceeds from the book build held in cash and cash equivalents at a rate of 1.00%, being the
historical interest rate on NEPI’s deposits.
e. Finance expense is assumed to decrease by EUR1.2 million throughout the six months ended 30 June 2014
due to repayment of current bank borrowings with an average borrowing cost of 4.98%, being the historical
interest rate on NEPI’s bank borrowings.
f. A EUR:ZAR exchange rate of EUR1.00:R14.3658 is assumed to apply.
4. In respect of the distribution election the following assumptions and adjustments have been made:
a. 4,988,467 new NEPI shares with a par value of EUR0.01 per share were issued on market as listed
shares on Wednesday, 15 October 2014;
b. An amount of EUR49,885 was transferred from share premium to share capital; and
c. A EUR:ZAR exchange rate of EUR1.00:R14.16 is assumed to apply.
5. In respect of the October 2014 book build the following assumptions and adjustments have been made:
a. 13,640,777 new NEPI shares are assumed to be issued pursuant to the October 2014 book build, thereby
raising capital of EUR100 million (ZAR1.4 billion).
b. Estimated costs relating to the October 2014 book build of approximately EUR0.5 million have been written
off against share premium.
c. EUR47.8 million of the net proceeds of the October 2014 book build are intended to be used to fund the
acquisitions of the Aurora Shopping Mall (EUR6.7 million) and Alba Iulia Strip Mall (EUR3.0 million) in
Romania, and the Kragujevac Plaza Shopping Mall (EUR38.0 million) in Serbia (all figures include working
capital adjustments to the purchase price of the properties) and the balance of the proceeds are assumed to be
used to fund yield enhancing investment opportunities in direct property. However, in respect of these
investment opportunities there are no firm commitments at the date of this announcement to deploy the
proceeds which will be received from the October 2014 book build. Accordingly, there is no factually
supportable financial information regarding potential investments. Consequently, it has been assumed that
EUR51.7 million of the net proceeds of the October 2014 book build are held in cash and cash equivalents.
d. Finance income of EUR0.3 million is assumed to be earned throughout the six months ended 30 June 2014
on the net proceeds from the book build held in cash and cash equivalents at a rate of 1.00%, being the
historical interest rate on NEPI’s deposits.
e. A EUR:ZAR exchange rate of EUR1.00:R14.0500 is assumed to apply.
6. Distributable earnings are assumed to be earned evenly throughout the six months ended 30 June 2014.
7. All statement of income adjustments have a continuing effect.
Total Voting Rights
The new NEPI shares issued under the October 2014 book build have been admitted to trading on the JSE Limited,
AIM and the Bucharest Stock Exchange (“BVB”) today, 29 October 2014 (“admission”).
Following admission, the total issued share capital of the company will increase to 258,790,787 ordinary shares with
voting rights. Therefore, the total number of voting rights in NEPI will be 258,790,787 which may be used by
shareholders as the denominator for the calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, NEPI under the UK Financial Services Authority's Disclosure and
Transparency Rules.
For further information please contact:
New Europe Property Investments plc
Martin Slabbert +40 74 432 8882
Nominated Adviser and Broker
Smith & Williamson Corporate Finance Limited
Azhic Basirov +44 20 7131 4000
JSE sponsor
Java Capital +27 11 283 0042
Romanian advisor
SSIF Intercapital Invest SA
Razvan Pasol +40 21 222 8731
29 October 2014
Date: 29/10/2014 05:48:00 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.
Sharenet Sites 
