Wrap Text
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
Date: 03/07/2017 02:45:00 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.
Sharenet Sites 
