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NEW EUROPE PROPERTY INVESTMENTS PLC - Results of the accelerated book build, issue of equity and total voting rights

Release Date: 24/11/2014 16:30
Code(s): NEP     PDF:  
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Results of the accelerated book build, issue of equity 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”)

RESULTS OF THE ACCELERATED BOOK BUILD, ISSUE OF EQUITY AND TOTAL VOTING RIGHTS

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 is pleased to announce that it has closed its book build announced earlier today, 24 November 2014. In
light of strong demand, the amount of capital to be raised was increased to ZAR2.1 billion (approximately
€150 million). At this level, the book was significantly oversubscribed. The new NEPI shares to be issued to
investors on the JSE (South African) share register have been priced at ZAR106.00 per share and on the
AIM (UK) share register at EUR7.75 per share. Each of the JSE issue price of ZAR106.00 per share and the
AIM issue price of EUR7.75 per share represents a 3.0% discount and a 4.7% discount respectively to the
relevant 30-day volume weighted average prices, and a 3.9% discount and a 3.1% discount respectively to
the relevant previous closing prices as at Friday, 21 November 2014.

A total of 15,477,962 new NEPI shares on the JSE, and 3,869,491 new NEPI shares on AIM, are expected to
be issued and admitted to listing on the JSE and trading on the AIM on Monday, 1 December 2014
(“Admission”). As the total number of NEPI shares to be 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, in terms of the JSE Listings
Requirements, a further announcement will be made setting out the pro forma financial effects of the book
build.

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

The new shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the
existing issued shares.

Following Admission, the total issued share capital of the Company will increase to 278,138,240 ordinary
shares with voting rights. Therefore, the total number of voting rights in NEPI will be 278,138,240 with
effect from Monday, 1 December 2014, 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 Conduct Authority's Disclosure and Transparency Rules.

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 on the JSE register 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. Participation on AIM will only be available to persons who are
qualified investors within the meaning of Section 86(7) of the Financial Services and Markets Act 2000
(“Relevant Persons”) (other than South African eligible investors) or who may lawfully be, and are, invited
to participate by the Joint Bookrunners.
Settlement of shares on the JSE register will take place within the system administered by STRATE and
settlement of shares on the AIM register will take place within the CREST system.

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 nine months ended 30 September 2014 hosted at www.nepinvest.com.

24 November 2014
Contact details
New Europe Property Investments plc
Victor Semionov                                            +40 744 388 023

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

Joint Bookrunner, Joint Lead Manager and JSE Sponsor
Java Capital                                               +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.                             +27 11 269 7689

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: 24/11/2014 04:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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