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NEW EUROPE PROPERTY INVESTMENTS PLC - NEW EUROPE/ROCKCASTLE - Update on merger of NEPI and Rockcastle

Release Date: 31/05/2017 17:30
Code(s): NEP ROC     PDF:  
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NEW EUROPE/ROCKCASTLE - Update on merger of NEPI and Rockcastle

NEW EUROPE PROPERTY INVESTMENTS PLC                              ROCKCASTLE GLOBAL REAL ESTATE COMPANY LIMITED
Incorporated and registered in the Isle of Man with registered   Incorporated in the Republic of Mauritius                        
number 001211V                                                   Registration number: 108869 C1/GBL
Registered as an external company with limited liability under   JSE share code: ROC           
the laws of South Africa, registration number 2009/000025/10     SEM share code: ROCK.N0000                   
JSE share code: NEP BVB share code: NEP                          ISIN: MU0364N00003    
ISIN: IM00B23XCH02                                               (“Rockcastle”)
(“NEPI”)                                                     


UPDATE ON MERGER OF NEPI AND ROCKCASTLE


INTRODUCTION

In a joint announcement released on the Stock Exchange News Service (“SENS”) of the JSE Limited (the “JSE”) and the websites
of the Bucharest Stock Exchange (the “BVB”) and the Stock Exchange of Mauritius Ltd (the “SEM”) on 14 December 2016,
NEPI and Rockcastle announced their intention to merge their businesses in an entity newly-incorporated in the Isle of Man, NEPI
Rockcastle PLC (“NewCo”) (the “merger transaction”). In a further joint announcement released on 11 May 2017, the parties
announced that the merger transaction would be implemented on the basis of a share swap ratio of one NEPI share for every
4.7 Rockcastle shares (“swap ratio”).

NEPI and Rockcastle are now pleased to announce that (i) the circulars to their respective shareholders in relation to the merger
transaction, each including a notice of general meeting of shareholders regarding the resolutions necessary to implement the
merger transaction (“circulars”) and (ii) the prospectus prepared in connection with NewCo's listing (“prospectus”), have been
formally approved by the JSE and are expected to be issued on 9 June 2017.

SALIENT TERMS OF THE MERGER TRANSACTION

The parties have agreed that the merger transaction will be implemented as follows:

1.   NEPI and Rockcastle will sell all their assets and liabilities, including 100% of their ownership interest in all underlying
     subsidiaries (but excluding any NewCo shares), to NewCo, in consideration for rights to have issued a number of NewCo
     shares determined based on the swap ratio.

2.   Each of the parties will transfer its rights to NewCo shares to its shareholders. Shareholders will be entitled to elect to receive
     such rights either:

         2.1. pursuant to a distribution in specie made as a return of capital;

         2.2. pursuant to a distribution in specie declared as a dividend;

         2.3. in the case of NEPI only, in settlement of the consideration for the repurchase by NEPI of all the NEPI shares held
              by the relevant shareholder, but only if the shareholder has not elected to receive the distribution in specie as a
              dividend (“NEPI repurchase”).

     NEPI and Rockcastle will give effect to such shareholder elections to the fullest extent possible, having regard to available
     reserves and capital.

3.   NewCo will issue NewCo shares to NEPI and Rockcastle shareholders, who will receive 1 NewCo share for every 1 NEPI
     share or 4.7 Rockcastle shares held.

4.   Subject to the approval of the SEM through the issue of new Listing Particulars by Rockcastle, and if required in order to
     satisfy Rockcastle shareholder elections to receive a distribution in specie as a return of capital, NewCo will subscribe for a
     number of Rockcastle shares for a consideration equal to the value of a number of NewCo shares determined with reference to
     the swap ratio (which are cum the entitlement to participate in the distributions in specie to be declared/made by Rockcastle),
     to be paid by set-off, for the purposes of increasing Rockcastle’s stated capital (the “NEPI Rockcastle subscription”).

5.   The entire issued share capital of NewCo will be listed on the Main Board of the JSE and on Euronext Amsterdam.

6.   NEPI will be delisted from the JSE, with the intention (subject to the approval of the BVB and the Romanian Financial
     Supervision Authority) to also delist from the BVB, and ultimately be dissolved. Rockcastle will be delisted from the JSE,
     with the intention (subject to the approval of the SEM) to also withdraw from the SEM.

Save for the NEPI Rockcastle subscription, all of the above steps are inter-conditional and form part of the composite merger
transaction, and remain conditional upon those conditions precedent summarised in the joint announcement of 14 December 2016
being satisfied or waived on or before 31 July 2017.

SALIENT DATES AND TIMES

Set out below are the anticipated salient dates and times for implementation of the merger transaction. Full salient dates and times
will be announced upon issue of the circulars and prospectus.

                                                                                                                              2017


 Circulars and prospectus issued                                                                                    Friday, 9 June


 Rockcastle general meeting                                                                                         Monday, 3 July


 NEPI extraordinary general meeting                                                                               Thursday, 6 July


 Expected date on which the merger transaction becomes unconditional                                              Thursday, 6 July


 Merger implementation date and transfer of NEPI and Rockcastle assets to NewCo                                   Tuesday, 11 July


 Listing and commencement of trade in NewCo shares on the JSE and on Euronext Amsterdam
 at the commencement of trade                                                                                   Wednesday, 12 July


 Record date for receipt by NEPI and Rockcastle shareholders of NewCo shares pursuant to the
 implementation of the merger transaction                                                                          Friday, 14 July


 Last day for shareholders to lodge elections for distributions in specie or (in the case of NEPI
 shareholders) participation in the NEPI repurchase                                                                Friday, 14 July


 Implementation of the NEPI repurchase. Issue by NewCo of NewCo shares to NEPI
 shareholders participating in the NEPI repurchase                                                                 Monday, 17 July


 Issue by NewCo of NewCo shares to NEPI and Rockcastle shareholders receiving the
 distributions in specie                                                                                           Monday, 17 July


 CSDP/custodian/broker accounts credited/updated with NewCo shares                                                 Monday, 17 July


 NEPI and Rockcastle delisted from the JSE at the commencement of trade                                           Tuesday, 18 July


 NEPI technically delisted from the BVB and Rockcastle technically withdrawn from the SEM
 (estimate only)                                                                                                  Tuesday, 18 July



NEPI is listed on the JSE and the BVB. Rockcastle has its primary listings on the JSE and the SEM.
If you are a NEPI shareholder, for further information please contact:


JSE sponsor
Java Capital
Andrew Brooking                                                                +27 11 722 3052

Bucharest Stock Exchange advisor
SSIF Intercapital Invest SA
Razvan Pasol                                                                   +40 21 222 8731

If you are a Rockcastle shareholder, for further information please contact:

JSE sponsor
Java Capital
Andrew Brooking                                                                +27 11 722 3052

SEM authorised representative and sponsor
Perigeum Capital Ltd                                                           +230 402 0890
Shamin A. Sookia

31 May 2017

This notice is issued pursuant to the JSE Listings Requirements, the SEM Listing Rule 11.3, the Mauritian Securities Act 2005
and the Listing Rules of the Bucharest Stock Exchange.

The boards of directors of NEPI and Rockcastle accept full responsibility for the accuracy of the information contained in this
announcement.


Corporate advisor to NEPI; JSE sponsor to             Independent JSE transaction sponsor to          SEM authorised
NEPI and Rockcastle                                   Rockcastle                                      representative and sponsor
Java Capital                                          Nedbank CIB                                     Perigeum Capital

Date: 31/05/2017 05:30:00 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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