NEW EUROPE PROPERTY INVESTMENTS PLC - Merger of NEPI and Rockcastle: Results of Rockcastle general meeting

Release Date: 03/07/2017 14:45
Code(s): NEP ROC
 
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Merger of NEPI and Rockcastle: Results of Rockcastle 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: RESULTS OF ROCKCASTLE GENERAL MEETING


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 (the “merger transaction”), and are advised that at the
general meeting of Rockcastle shareholders held on Monday, 3 July 2017 (“general meeting”), all resolutions required to be passed
by Rockcastle shareholders in order to approve the merger transaction were passed by the requisite majority of shareholders.

Shareholders are referred to the notice of general meeting attached to the Rockcastle circular dated 9 June 2017 (“circular”) for
details of the various resolutions referred to below. Unless otherwise defined, words defined in the circular bear the same meaning
in this announcement.

Details of the results of voting at the general meeting are as follows:

-        total number of Rockcastle shares that could have been voted at the general meeting: 963 155 909; and
-        total number of Rockcastle shares that were present/represented at the general meeting: 820 267 151 (being 85.2% of the
         total number of Rockcastle shares that could have been voted at the general meeting).

     Ordinary resolution 1: Approval of Rockcastle transaction

     Shares voted*                  For                                Against                  Abstentions#
     820 178 118                    820 169 310, being 99.9%           8 808, being 0.1%        89 033, being 0.1%

     Special resolution 1: Approval of Rockcastle disposal

     Shares voted*                  For                                Against                  Abstentions#
     820 178 118                    819 591 150, being 99.9%           586 968, being 0.1%      89 033, being 0.1%

     Ordinary resolution 2: Distribution in specie as a dividend

     Shares voted*                  For                                Against                  Abstentions#
     820 177 635                    812 948 642, being 99.1%           7 228 993, being 0.9%    89 516, being 0.1%

     Ordinary resolution 3: Distribution in specie as a return of capital

     Shares voted*                  For                                Against                  Abstentions#
     819 758 018                    819 749 210, being 99.9%           8 808, being 0.1%        509 133, being 0.1%

     Special resolution 2: Approval of the issue of shares pursuant to the NEPI Rockcastle subscription

     Shares voted*                  For                                Against                  Abstentions#
     820 178 118                    820 169 310, being 99.9%           8 808, being 0.1%        89 033, being 0.1%

     Special resolution 3: Reduction of stated capital

     Shares voted*                  For                                Against                  Abstentions#
     820 178 118                    820 169 310, being 99.9%           8 808, being 0.1%        89 033, being 0.1%
  
     Ordinary resolution 4: Delisting of Rockcastle

     Shares voted*                  For                                Against                  Abstentions#
     820 178 118                    819 837 781, being 99.9%           340 337, being 0.1%      89 033, being 0.1%

     Special resolution 4: Winding up

     Shares voted*                  For                                Against                  Abstentions#
     820 178 118                    820 169 210, being 99.9%           8 808, being 0.1%        89 133, being 0.1%

     Special resolution 5: Authority to effect the merger transaction

     Shares voted*                  For                                Against                  Abstentions#
     820 178 118                    820 169 210, being 99.9%           8 808, being 0.1%        89 133, being 0.1%

     Ordinary resolution 5: Authority to give effect to resolutions

     Shares voted*                  For                                Against                  Abstentions#
     820 178 118                    820 169 310, being 99.9%           8 808, being 0.1%        89 033, being 0.1%

* excluding abstentions
# in relation to the total number of shares in issue

The merger transaction remains subject to, inter alia the approval by NEPI shareholders of the merger transaction as it relates to
NEPI, at the extraordinary general meeting of NEPI shareholders to be held on Thursday, 6 July 2017. A further announcement or
announcements will be released regarding the fulfilment and/or waiver of the outstanding conditions precedent to the merger
transaction at the appropriate time/s.

NEPI is listed on the JSE and the Bucharest Stock Exchange. Rockcastle has its primary listings on both the JSE and the Stock
Exchange of Mauritius Ltd.

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


The board of directors of Rockcastle accepts full responsibility for the accuracy of the information contained in this announcement.

3 July 2017
Corporate advisor to NEPI; JSE sponsor to    SEM authorised representative and
NEPI and Rockcastle                          sponsor to Rockcastle
Java Capital                                 Perigeum Capital

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