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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, 5 October 2015. In
light of strong demand, the amount of capital to be raised was increased to ZAR2.0 billion (approximately
€130 million). At this level, the book was significantly oversubscribed. The new NEPI shares to be issued
pursuant to the book build process conducted on the JSE have been priced at ZAR135 per share, a 1.0%
discount to the 30-day volume weighted average price and a 4.5% discount to the previous closing price as
at Friday, 2 October 2015.
The equity raise was 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.
A total of 14,814,814 new NEPI shares are expected to be issued and admitted to listing on the JSE and
trading on the AIM on Monday, 12 October 2015. As the 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.
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 298,590,564 ordinary
shares with voting rights. Therefore, the total number of voting rights in NEPI will be 298,590,564 with
effect from Monday, 12 October 2015, 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.
Macquarie First South Capital Proprietary Limited and Java Capital Proprietary Limited are acting as joint
bookrunners and joint lead managers.
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.
5 October 2015
Contact details
New Europe Property Investments plc
Mirela Covasa +4 072 137 1100
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 +27 11 722 3054
Java Capital Proprietary Limited
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: 05/10/2015 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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