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NEPI/Rockcastle - Merger of NEPI and Rockcastle: issue of circulars and notices of general meeting
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”)
MERGER OF NEPI AND ROCKCASTLE: ISSUE OF CIRCULARS AND NOTICES OF GENERAL MEETING
INTRODUCTION
NEPI and Rockcastle shareholders are referred to previous joint announcements relating to the intended merger of their businesses
in an entity newly-incorporated in the Isle of Man, NEPI Rockcastle plc (“NEPI Rockcastle”) (the “merger transaction”), and
are advised that NEPI and Rockcastle have each today, 9 June 2017, issued a circular to shareholders containing full details of the
merger transaction and incorporating a notice of general meeting (the “circulars”).
An extraordinary general meeting of NEPI shareholders will be held at 09:00 British Summer Time (10:00 South African time)
(11:00 Romanian time) on Thursday, 6 July 2017 at NEPI’s registered office at 2nd Floor, Anglo International House, Lord Street,
Douglas, Isle of Man for shareholders to consider and, if deemed fit, pass with or without modification the resolutions required to
be approved in order to authorise and implement the merger transaction from a NEPI perspective. The NEPI circular, including
notice of extraordinary general meeting, is available in electronic format on NEPI’s website at www.nepinvest.com.
A general meeting of Rockcastle shareholders will be held at 12:00 Mauritian time (10:00 South African time) on Monday,
3 July 2017 at Rockcastle’s registered office at c/o Intercontinental Trust Ltd, Level 3, Alexander House, 35 Cybercity, Ebene
72201, Mauritius, for Rockcastle shareholders to consider and, if deemed fit, pass with or without modification the resolutions
required to be approved in order to authorise and implement the merger transaction from a Rockcastle perspective. The Rockcastle
circular, including notice of general meeting, is available in electronic format on Rockcastle’s website at
www.rockcastleglobalre.mu.
The prospectus of NEPI Rockcastle has also been issued today, 9 June 2017, with an abridged prospectus released on the Stock
Exchange News Service (“SENS”) of the JSE Limited (the “JSE”). Copies of the NEPI Rockcastle prospectus may be obtained
between 08:30 and 17:00 on business days from Friday, 9 June 2017 to Tuesday, 18 July 2017 at the following addresses, as well
as on NEPI’s website at www.nepinvest.com and Rockcastle’s website at www.rockcastleglobalre.mu:
NEPI Rockcastle plc
2nd Floor, Anglo International House, Lord Street, Douglas, Isle of Man, IM1 4LN
Java Capital
6A Sandown Valley Crescent, Sandton, South Africa, 2196
In addition, NEPI and Rockcastle shareholders may contact Java Capital by email at nepirockcastle@javacapital.co.za in order to
obtain an electronic copy of the NEPI Rockcastle prospectus or to make arrangements to obtain a hard copy of the NEPI
Rockcastle prospectus.
SALIENT TERMS OF THE MERGER TRANSACTION
The salient terms of the merger transaction were announced on SENS and the websites of the Bucharest Stock Exchange (“BVB”)
and the Stock Exchange of Mauritius Ltd (“SEM”) on 31 May 2017. Terms defined in the joint announcement made on
31 May 2017 bear the same meaning in this announcement.
Shareholders are advised that any election to receive rights to NEPI Rockcastle shares pursuant to the merger transaction shall be
in respect of a shareholder’s entire shareholding in NEPI and/or Rockcastle only and no part elections will be permitted.
Any entitlement to a fraction of a NEPI Rockcastle share will be rounded down to the nearest whole number (resulting in
allocations of whole NEPI Rockcastle shares only), with a cash payment being made to the relevant shareholder in respect of the
fraction. The cash payment due will be determined with reference to the volume weighted average price of NEPI shares on the
JSE on Tuesday, 11 July 2017, less 10%, which amount will be announced on SENS on Wednesday, 12 July 2017.
The merger transaction is categorised as a ‘substantial transaction’ under Chapter 13 of the Listing Rules of the SEM. The
Rockcastle circular is in compliance with the disclosure requirements of Chapter 13 of the SEM Listing Rules and it was formally
approved by the SEM on Wednesday, 7 June 2017.
SALIENT DATES AND TIMES
For NEPI shareholders on the South African register
2017
Record date to receive the NEPI circular Friday, 2 June
Circular issued to NEPI shareholders Friday, 9 June
Announcement relating to the issue of the NEPI circular and notice of extraordinary general meeting
released on SENS Friday, 9 June
Announcement relating to the issue of the NEPI circular and notice of extraordinary general meeting
published in the press Monday, 12 June
Last day to trade on the JSE in order to be eligible to participate in and vote at the extraordinary general
meeting of NEPI shareholders Thursday, 29 June
Record date in order to vote at the extraordinary general meeting of NEPI shareholders(1) Tuesday, 4 July
Last day to lodge forms of proxy for the extraordinary general meeting with NEPI’s South African
transfer secretaries, by no later than 10:00 Tuesday, 4 July
The extraordinary general meeting of NEPI shareholders, at 10:00 Thursday, 6 July
Expected date on which the merger transaction becomes unconditional(2) Thursday, 6 July
Results of the extraordinary general meeting of NEPI shareholders and finalisation announcement
released on SENS Thursday, 6 July
Results of the extraordinary general meeting of NEPI shareholders and finalisation announcement
published in the press Friday, 7 July
Merger implementation date Tuesday, 11 July
Transfer of NEPI assets and liabilities to NEPI Rockcastle Tuesday, 11 July
Last day to trade on the JSE in order to receive NEPI Rockcastle shares pursuant to the implementation of
the merger transaction Tuesday, 11 July
Suspension of NEPI shares on the JSE trading system Wednesday, 12 July
Listing and commencement of trade in NEPI Rockcastle shares on the JSE under Alpha code NRO and
ISIN IM00BDD7WV31, at 09:00(4) Wednesday, 12 July
Listing and commencement of trade in NEPI Rockcastle shares on Euronext Amsterdam under ISIN
IM00BDD7WV31 (trading on an “as-if-and-when-delivered” basis)(4) Wednesday, 12 July
Record date for receipt by NEPI shareholders of NEPI Rockcastle shares pursuant to the implementation
of the merger transaction(5) Friday, 14 July
Last day for NEPI shareholders who wish to receive a distribution in specie as a dividend to lodge their
form of election with NEPI’s South African transfer secretaries, by no later than 12:00(6) Friday, 14 July
NEPI shareholders who have not lodged forms of election to receive a distribution in specie as a dividend
and who wish to participate in the NEPI repurchase to lodge their repurchase election and surrender forms
with NEPI’s South African transfer secretaries, between 14:00 and 17:00(7) Friday, 14 July
Announcement of the results of shareholder elections released on SENS Monday, 17 July
Implementation of the NEPI repurchase. Issue by NEPI Rockcastle of NEPI Rockcastle shares (Alpha
code NRO; ISIN IM00BDD7WV31) to NEPI shareholders participating in the NEPI repurchase(8) Monday, 17 July
Cancellation of the NEPI shares repurchased pursuant to the NEPI repurchase Monday, 17 July
Issue by NEPI Rockcastle of NEPI Rockcastle shares (Alpha code NRO; ISIN IM00BDD7WV31) to
NEPI shareholders receiving the distributions in specie(8) Monday, 17 July
CSDP/custodian/broker accounts credited/updated with NEPI Rockcastle shares (Alpha code NRO; ISIN
IM00BDD7WV31) Monday, 17 July
Announcement of the results of shareholder elections published in the press Tuesday, 18 July
NEPI delisted from the JSE at the commencement of trade Tuesday, 18 July
NEPI technically delisted from the BVB (tentatively)(9) Tuesday, 18 July
For Rockcastle shareholders on the South African register
2017
Record date to receive the Rockcastle circular Friday, 2 June
Circular issued to Rockcastle shareholders Friday, 9 June
Announcement relating to the issue of the Rockcastle circular and notice of general meeting released on
SENS Friday, 9 June
Announcement relating to the issue of the Rockcastle circular and notice of general meeting published in
the press Monday, 12 June
Last day to trade on the JSE in order to be eligible to participate in and vote at the general meeting of
Rockcastle shareholders Tuesday, 20 June
Record date in order to vote at the general meeting of Rockcastle shareholders Friday, 23 June
Last day to lodge forms of proxy for the general meeting of Rockcastle shareholders with the Rockcastle
company secretary, by no later than 10:00 Thursday, 29 June
The general meeting of Rockcastle shareholders, at 10:00 Monday, 3 July
Results of the general meeting of Rockcastle shareholders released on SENS Monday, 3 July
Results of the general meeting of Rockcastle shareholders published in the press Tuesday, 4 July
Expected date on which the merger transaction becomes unconditional(2) Thursday, 6 July
Finalisation announcement released on SENS Thursday, 6 July
Finalisation announcement published in the press Friday, 7 July
Merger implementation date Tuesday, 11 July
Transfer of Rockcastle assets and liabilities to NEPI Rockcastle Tuesday, 11 July
Last day to trade on the JSE in order to receive NEPI Rockcastle shares pursuant to the implementation of
the merger transaction Tuesday, 11 July
Suspension of Rockcastle shares on the JSE trading system Wednesday, 12 July
Listing and commencement of trade in NEPI Rockcastle shares under Alpha code NRO and ISIN
IM00BDD7WV31 on the JSE, at 09:00(4) Wednesday, 12 July
Listing and commencement of trade in NEPI Rockcastle shares on Euronext Amsterdam under ISIN
IM00BDD7WV31 (trading on an “as-if-and-when-delivered” basis)(4) Wednesday, 12 July
Announcement on SENS of the cash payment due to Rockcastle shareholders in terms of the fractional
entitlement principle, determined with reference to the weighted average traded price of NEPI shares on
the JSE on Tuesday, 11 July 2017, less 10% Wednesday, 12 July
Record date for receipt by Rockcastle shareholders of the NEPI Rockcastle shares pursuant to the
implementation of the merger transaction(5) Friday, 14 July
Last day for Rockcastle shareholders who wish to receive the distribution in specie as a return of capital to
lodge their form of election with Rockcastle’s South African transfer secretaries, by no later than 12:00(6) Friday, 14 July
Rockcastle issues Rockcastle shares to NEPI Rockcastle in terms of the NEPI Rockcastle subscription Friday, 14 July
Announcement of the results of shareholder elections released on SENS Monday, 17 July
Issue by NEPI Rockcastle of NEPI Rockcastle shares (Alpha code NRO; ISIN IM00BDD7WV31) to
Rockcastle shareholders receiving the distributions in specie and payment of cash due to Rockcastle
shareholders in terms of the fractional entitlement principle(7) Monday, 17 July
CSDP/custodian/broker accounts credited/updated with NEPI Rockcastle shares (Alpha code NRO; ISIN
IM00BDD7WV31) Monday, 17 July
Announcement of the results of shareholder elections published in the press Tuesday, 18 July
Rockcastle delisted from the JSE at the commencement of trade Tuesday, 18 July
Rockcastle withdrawn from the SEM(9) Tuesday, 18 July
For NEPI shareholders registered in Romania
2017
NEPI circular published on the BVB Friday, 9 June
Announcement relating to the publication of the NEPI circular and notice of extraordinary general
meeting released on BVB Friday, 9 June
Last day to trade on the BVB in order to be eligible to participate in and vote at the extraordinary general
meeting of NEPI shareholders Friday, 30 June
Record date in order to vote at the extraordinary general meeting of NEPI shareholders(1) Tuesday, 4 July
Last day to lodge forms of proxy for the extraordinary general meeting of NEPI shareholders with NEPI’s
company secretary, by no later than 11:00 Tuesday, 4 July
The extraordinary general meeting of NEPI shareholders, at 11:00 Thursday, 6 July
Expected date on which the merger transaction becomes unconditional(2) Thursday, 6 July
Results of the extraordinary general meeting of NEPI shareholders and finalisation announcement
released on the BVB website Thursday, 6 July
Merger implementation date Tuesday, 11 July
Transfer of NEPI assets and liabilities to NEPI Rockcastle Tuesday, 11 July
Last day to trade on the BVB in order to receive NEPI Rockcastle shares pursuant to the implementation
of the merger transaction Tuesday, 11 July
Suspension of NEPI shares on the BVB trading system(3) Wednesday, 12 July
Listing and commencement of trade in NEPI Rockcastle shares on the JSE under Alpha code NRO and
ISIN IM00BDD7WV31, at 10:004 Wednesday, 12 July
Listing and commencement of trade in NEPI Rockcastle shares on Euronext Amsterdam under ISIN
IM00BDD7WV31 (trading on an “as-if-and-when-delivered” basis)(4) Wednesday, 12 July
Record date for receipt by NEPI shareholders of NEPI Rockcastle shares pursuant to the implementation
of the merger transaction(5) Friday, 14 July
Last day for NEPI shareholders who wish to receive the distribution in specie as a dividend to lodge their
dividend election forms with NEPI’s South African transfer secretaries, by no later than 13:00(6) Friday, 14 July
NEPI shareholders who have not lodged forms of election to receive a distribution in specie as a dividend
and who wish to participate in the NEPI repurchase to lodge their repurchase election and surrender forms
with NEPI’s South African transfer secretaries, between 15:00 and 18:00(7) Friday, 14 July
Announcement of the results of shareholder elections released on the BVB website Monday, 17 July
Implementation of the NEPI repurchase. Issue by NEPI Rockcastle of NEPI Rockcastle shares (Alpha
code NRO; ISIN IM00BDD7WV31) to NEPI shareholders participating in the NEPI repurchase(8) Monday, 17 July
Cancellation of the NEPI shares repurchased pursuant to the NEPI repurchase Monday, 17 July
Issue by NEPI Rockcastle of NEPI Rockcastle shares (ISIN IM00BDD7WV31) to NEPI shareholders
receiving the distributions in specie(8) Monday, 17 July
CSDP/custodian/broker accounts credited/updated with NEPI Rockcastle shares (Alpha code NRO; ISIN
IM00BDD7WV31) Monday, 17 July
NEPI delisted from the JSE at the commencement of trade Tuesday, 18 July
NEPI technically delisted from the BVB (tentatively)(9) Tuesday, 18 July
For NEPI shareholders on the UK register
2017
Circular issued to NEPI shareholders Friday, 9 June
Record date in order to vote at the extraordinary general meeting of NEPI shareholders(1) Tuesday, 4 July
Last day to lodge forms of proxy for the extraordinary general meeting of NEPI shareholders with NEPI’s
company secretary, by no later than 09:00 Tuesday, 4 July
The extraordinary general meeting of NEPI shareholders, at 09:00 Thursday, 6 July
Expected date on which the merger transaction becomes unconditional(2) Thursday, 6 July
Merger implementation date Tuesday, 11 July
Transfer of NEPI assets and liabilities to NEPI Rockcastle Tuesday, 11 July
Listing and commencement of trade in NEPI Rockcastle shares on the JSE under Alpha code NRO and
ISIN IM00BDD7WV31, at 08:00(4) Wednesday, 12 July
Listing and commencement of trade in NEPI Rockcastle shares on Euronext Amsterdam under ISIN
IM00BDD7WV31 (trading on an “as-if-and-when-delivered” basis)(4) Wednesday, 12 July
Last day for NEPI shareholders who wish to receive the distribution in specie as a dividend to lodge their
dividend election forms with NEPI’s South African transfer secretaries, by no later than 11:00(6) Friday, 14 July
NEPI shareholders who have not lodged forms of election to receive a distribution in specie as a dividend
and who wish to participate in the NEPI repurchase to lodge their repurchase election and surrender forms
with NEPI’s South African transfer secretaries, between 13:00 and 16:00(7) Friday, 14 July
Implementation of the NEPI repurchase. Issue by NEPI Rockcastle of NEPI Rockcastle shares (Alpha
code NRO; ISIN IM00BDD7WV31) to NEPI shareholders participating in the NEPI repurchase(6) Monday, 17 July
Cancellation of the NEPI shares repurchased pursuant to the NEPI repurchase Monday, 17 July
Issue by NEPI Rockcastle of NEPI Rockcastle shares (Alpha code NRO; ISIN IM00BDD7WV31) to
NEPI shareholders receiving the distributions in specie(7) Monday, 17 July
CSDP/custodian /broker accounts credited/updated with NEPI Rockcastle shares (Alpha code NRO; ISIN
IM00BDD7WV31) Monday, 17 July
NEPI delisted from the JSE at the commencement of trade Tuesday, 18 July
NEPI technically delisted from the BVB (tentatively)(8) Tuesday, 18 July
For Rockcastle shareholders on the Mauritian register
2017
Record date to receive the Rockcastle circular Friday, 2 June
Circular issued to Rockcastle shareholders Friday, 9 June
Announcement relating to the issue of the Rockcastle circular and notice of general meeting released on Friday, 9 June
the SEM website
Last day to trade on the SEM in order to be eligible to participate in and vote at the general meeting of
Rockcastle shareholders Tuesday, 20 June
Record date in order to vote at the general meeting of Rockcastle shareholders Friday, 23 June
Last day to lodge forms of proxy for the general meeting of Rockcastle shareholders with Rockcastle’s
company secretary, by no later than 12:00 Thursday, 29 June
The general meeting of Rockcastle shareholders, at 12:00 Monday, 3 July
Results of the general meeting of Rockcastle shareholders released on the SEM website Monday, 3 July
Expected date on which the merger transaction becomes unconditional(1) Thursday, 6 July
Finalisation announcement released on the SEM website Thursday, 6 July
Merger implementation date Tuesday, 11 July
Transfer of Rockcastle assets and liabilities to NEPI Rockcastle Tuesday, 11 July
Last day to trade on the SEM in order to receive NEPI Rockcastle shares pursuant to the implementation Tuesday, 11 July
of the merger transaction
Announcement on the SEM website of the cash payment due to Rockcastle shareholders in terms of the Wednesday, 12 July
fractional entitlement principle, determined with reference to the weighted average traded price of NEPI
shares on the JSE on Tuesday, 11 July 2017, less 10%
Suspension of Rockcastle shares on the SEM trading system Wednesday, 12 July
Listing and commencement of trade in NEPI Rockcastle shares on the JSE under Alpha code NRO and Wednesday, 12 July
ISIN IM00BDD7WV31, at 11:00(4)
Listing and commencement of trade in NEPI Rockcastle shares on Euronext Amsterdam under ISIN
IM00BDD7WV31 (trading on an “as-if-and-when-delivered” basis)(4) Wednesday, 12 July
Rockcastle issues Rockcastle shares to NEPI Rockcastle in terms of the NEPI Rockcastle subscription Friday, 14 July
Record date for receipt by Rockcastle shareholders of NEPI Rockcastle shares pursuant to the
implementation of the merger transaction(5) Friday, 14 July
Last day for Rockcastle shareholders who wish to receive the distribution in specie as a return of capital to
lodge their form of election with Rockcastle’s company secretary, by no later than 14:00(6) Friday, 14 July
Announcement of the results of shareholder elections released on the SEM website Monday, 17 July
Issue by NEPI Rockcastle of NEPI Rockcastle shares (Alpha code NRO; ISIN IM00BDD7WV31) to
Rockcastle shareholders receiving the distributions in specie and payment of cash due to Rockcastle
shareholders in terms of the fractional entitlement principle(8) Monday, 17 July
CSDP/custodian/broker accounts credited/updated with NEPI Rockcastle shares (Alpha code NRO; ISIN
IM00BDD7WV31) Monday, 17 July
Rockcastle delisted from the JSE at the commencement of trade Tuesday, 18 July
Rockcastle withdrawn from the SEM(9) Tuesday, 18 July
Notes
1. Pursuant to regulation 22 of the Uncertificated Securities Regulations 2006 (SD 743/06), NEPI specifies that in order to have the right to
attend and vote at the extraordinary general meeting of NEPI shareholders (and also for the purpose of calculating how many votes a
person entitled to attend and vote may cast), a person must be entered on the register of shareholders of NEPI by no later than
09:00 British Summer time / 10:00 South African time / 11:00 Romanian time on Tuesday, 4 July 2017, being not more than 48 hours
before the time fixed for the extraordinary general meeting of NEPI shareholders to commence. Changes to entries on the register after
the register time and date shall be disregarded in determining the rights of any person to attend and vote at the extraordinary general
meeting of NEPI shareholders.
2. This is an estimate only, assuming all conditions precedent to the merger transaction have been fulfilled or waived on Thursday,
6 July 2017.
3. Following the implementation of the merger transaction it is intended that NEPI shares be suspended from trading on the BVB until their
delisting, subject to BVB approval.
4. Transactions in NEPI Rockcastle shares will be settled in the electronic settlement systems used by Strate Proprietary Limited and
Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. with settlement of trades taking place three business days after a trade is
executed. Therefore while NEPI Rockcastle shares will only be issued pursuant to the merger transaction on Monday, 17 July 2017 to
those NEPI and Rockcastle shareholders on the respective share register on the record date for receipt of NEPI Rockcastle shares
pursuant to the implementation of the merger transaction, NEPI Rockcastle shares will be listed and commence trading on the JSE and
Euronext Amsterdam on Wednesday, 12 July 2017. NEPI and Rockcastle shareholders will be entitled to commence trading NEPI
Rockcastle shares from the commencement of trade on that date. Following the first trading date of NEPI Rockcastle shares on Euronext
Amsterdam, settlement of trades of NEPI Rockcastle shares traded on Euronext Amsterdam will take place two business days after a
trade is executed.
5. For the avoidance of doubt, only those shareholders who are registered as such on the record date will be entitled to receive NEPI
Rockcastle shares pursuant to the merger transaction.
6. NEPI shareholders’ forms of election to receive a distribution in specie as a dividend will not be accepted after 11:00 British Summer
Time / 12:00 South African time / 13:00 Romanian time on Friday, 14 July 2017. NEPI shareholders who submit a form of election after
this time and who do not validly elect to participate in the repurchase will receive a distribution in specie as a return of capital.
Rockcastle shareholders’ forms of election to receive a distribution in specie as a return of capital will not be accepted after 12:00 South
African time / 14:00 Mauritian time on Friday, 14 July 2017. Rockcastle shareholders who submit a form of election after this time will
receive a distribution in specie as a dividend.
7. Repurchase election and surrender forms will not be accepted after 16:00 British Summer Time / 17:00 South African time / 18:00
Romanian time on Friday, 14 July 2017. NEPI shareholders who submit a repurchase election and surrender form after this time will
receive a distribution in specie as a return of capital.
8. Certificated NEPI shareholders on the South African register are required to move into the dematerialised environment in order to
receive the NEPI Rockcastle shares to which they are entitled, by opening an account with a CSDP or broker in South Africa. Should
certificated NEPI shareholders not provide details of an account held with a CSDP or broker in South Africa as required, the NEPI
Rockcastle shares to which such shareholders are entitled will be held in escrow by Computershare Nominees Proprietary Limited (the
“Escrow Agent”) on behalf of such shareholders, to be delivered to an account with a CSDP or broker in South Africa as soon as details
of such account have been provided and the Escrow Agent has been instructed to transfer such shares to the relevant CSDP or brokerage
account. Certificated NEPI shareholders on the South African register are advised to open an account with a CSDP or broker in
South Africa as soon as possible. NEPI shareholders whose shares are registered in Romania or who are recorded on NEPI’s UK
register, and Rockcastle shareholders on the Mauritian register, have the option of receiving the NEPI Rockcastle shares to which they
are entitled either on NEPI Rockcastle’s South African register, with such shares trading on the JSE, or on NEPI Rockcastle’s European
register, with such shares trading on Euronext Amsterdam. Shareholders are required to provide details of an account held with a CSDP
or broker in South Africa or an account with a custodian or broker in Europe via which NEPI Rockcastle shares can be held in
dematerialised format on NEPI Rockcastle’s European register (“Euronext custodian or brokerage account”), as the case may be, to
which such shares can be delivered. Should NEPI shareholders whose shares are registered in Romania or who are recorded on NEPI’s
UK register, and Rockcastle shareholders on the Mauritian register, not provide details of such an account as required, the NEPI
Rockcastle shares to which such shareholders are entitled will be held in escrow by the Escrow Agent on behalf of such shareholders, to
be delivered to an account with a CSDP or broker in South Africa or Euronext custodian or brokerage account, as the case may be, as
soon as details of such account have been provided and the Escrow Agent has been instructed to transfer such shares to the relevant
account. NEPI shareholders whose shares are registered in Romania or who are recorded on NEPI’s UK register, and Rockcastle
shareholders on the Mauritian register, are advised to open an account with a CSDP or broker in South Africa or Euronext
custodian or brokerage account as soon as possible.
9. It is intended that NEPI shares will be delisted from the BVB, and that Rockcastle shares will be withdrawn from the SEM, on or around
this date or as soon as possible thereafter. This is an estimated date only, given that technical delistings from the BVB and SEM (such as
that envisaged by the merger) are not explicitly regulated in either Romania or Mauritius and are subject to the approval of the Romanian
Financial Supervision Authority and the BVB, and the SEM, as the case may be.
10. Save for those NEPI shareholders participating in the NEPI repurchase, NEPI and Rockcastle shareholders will retain their NEPI and
Rockcastle shares until such time as the respective company is dissolved.
11. All dates and times in the table above are local dates and times in the country to which they refer. The above dates and times are subject
to change. Any changes will be released on SENS, the BVB website, the SEM website and published in the South African press.
12. NEPI and Rockcastle shareholders are referred to the circulars for detailed information on the action required to be taken by them.
13. Transfers of shares between all sub-registers may not take place after Tuesday, 11 July 2017.
14. Share certificates may not be dematerialised or rematerialised after Tuesday, 11 July 2017.
NEPI is listed on the JSE and the BVB. Rockcastle has its primary listings on both 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
9 June 2017
This notice is issued pursuant to the JSE Listings Requirements, the SEM Listing Rules 11.3 and 13.15(b)(i), 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 representative and sponsor to
NEPI and Rockcastle Rockcastle Rockcastle
Java Capital Nedbank CIB Perigeum Capital
Date: 09/06/2017 08:00:00 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
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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