NEW EUROPE PROPERTY INVESTMENTS PLC - Merger of NEPI and Rockcastle: Results of the consent solicitation on NEPI notes

Release Date: 03/07/2017 17:45
Code(s): NEP ROC
 
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Merger of NEPI and Rockcastle: Results of the consent solicitation on NEPI notes

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


MERGER OF NEPI AND ROCKCASTLE: RESULTS OF THE CONSENT SOLICITATION ON NEPI NOTES


NEPI announces that it successfully concluded the consent solicitation (the “Consent Solicitation”) on its EUR 400,000,000
3.750 per cent. notes due 2021 (ISIN: XS1325078308) issued by its subsidiary NE Property Cooperatief U.A. (the “Issuer’) and
unconditionally and irrevocably guaranteed by the Company (the “Notes”).

At the meeting held today at 10:30 am UK time to consider the Extraordinary Resolution (as fully described in the Consent
Solicitation Memorandum dated 9 June 2017) the necessary quorum has been achieved with 94.43 per cent. of the Aggregate
Principal Amount Outstanding of the Notes represented and the Extraordinary Resolution has been passed with 100 per cent. of
votes cast in favour.

In the context of the envisaged merger with Rockcastle, according to the Notes Prospectus, the consent of Noteholders is required
due to the change of the Guarantor from NEPI to NEPI Rockcastle Plc. The consent of Noteholders is also a condition precedent to
such merger, which condition has now been duly fulfilled.

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 NEPI 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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