Wrap Text
Accelerated bookbuild
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 BOOKBUILD
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 billion (equivalent to approximately €65 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 Monday, 18 May 2015.
The vendor consideration placing will be utilised to refinance the recently announced acquisition of the Auchan Titan
Shopping Centre in Bucharest, Romania.
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 Monday, 5 October 2015, 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 bookbuild.
NEPI reserves the right to increase the size of the equity raise subject to demand.
Macquarie First South Capital and Java Capital are acting as joint bookrunners and joint lead managers for the equity
raise.
5 October 2015
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 Proprietary Limited
Tel: +27 11 722 3054
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 consolidated financial results for the six
months ended 30 June 2015 hosted at www.nepinvest.com.
Additional contact details:
New Europe Property Investments plc
Mirela Covasa+40721 371 100
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: 05/10/2015 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
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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,
information disseminated through SENS.
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