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

Release Date: 06/07/2017 12:32
Code(s): NEP ROC
 
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Merger of NEPI and Rockcastle: Results of NEPI extraordinary general meeting and finalisation information

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 NEPI EXTRAORDINARY GENERAL MEETING AND FINALISATION INFORMATION


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
extraordinary general meeting of NEPI shareholders held on Thursday, 6 July 2017 (“general meeting”), all resolutions required to
be passed by NEPI shareholders in order to approve the merger transaction were passed by the requisite majority of shareholders.

Shareholders are referred to the notice of extraordinary general meeting attached to the NEPI 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 NEPI shares that could have been voted at the general meeting: 334 027 068; and
-        total number of NEPI shares that were present/represented at the general meeting: 281 578 601 (being 84.30% of the total
         number of NEPI shares that could have been voted at the general meeting).

   Resolution 1: Approval of NEPI transaction

   Shares voted*                   For                               Against                    Abstentions
   281 520 428                     246 239 404, being 87.47%         35 281 024, being 12.53%   58 173, being 0.02%#

   Special resolution 1: Distributions in specie as a return of capital

   Shares voted*                   For                               Against                    Abstentions
   281 519 910                     281 495 309, being 99.99%         24 601, being 0.01%        58 691, being 0.02%#

   Special resolution 2: Capitalisation of reserves

   Shares voted*                   For                               Against                    Abstentions
   281 519 910                     246 238 886, being 87.47%         35 281 024, being 12.53%   58 691, being 0.02%#

   Special resolution 3: Reduction of par value
 
   Shares voted*                   For                               Against                    Abstentions
   281 519 910                     246 238 686, being 87.47%         35 281 224, being 12.53%   58 691, being 0.02%#

   Special resolution 4: Distributions in specie as a dividend

   Shares voted*                   For                               Against                    Abstentions
   274 492 222                    239 209 745, being 87.15%          35 282 477, being 12.85%   7 086 379, being 2.12%#
   
   Special resolution 5: Variation of shareholders’ rights

   Shares voted*                   For                               Against                    Abstentions
   281 519 710                     246 238 686, being 87.47%         35 281 024, being 12.53%   58 891, being 0.02%#

   Special resolution 6: Repurchase of shares

   Shares voted*                   For                               Against                    Abstentions
   281 519 910                     274 465 968, being 97.49%         7 053 942, being 2.51%     58 691, being 0.02%#

   Resolution 2: Delisting and administrative dissolution of NEPI

   Shares voted*                   For                               Against                    Abstentions
   281 520 023                     246 238 999, being 87.47%         35 281 024, being 12.53%   58 578, being 0.02%#

   Resolution 3: Authority to give effect to resolutions

   Shares voted*                   For                               Against                    Abstentions
   281 520 223                     281 495 622, being 99.99%         24 601, being 0.01%        58 378, being 0.02%#

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

NEPI and Rockcastle shareholders are advised that all outstanding conditions precedent to the merger transaction have now been
fulfilled or waived and the merger transaction is accordingly unconditional in accordance with its terms.

The merger transaction will be implemented in accordance with the Salient Dates and Times announced on the Stock Exchange
News Service of the JSE and the websites of the Bucharest Stock Exchange and Stock Exchange of Mauritius Ltd on 9 June 2017.
NEPI Rockcastle shares will list and commence trading on the JSE under alpha code NRP and ISIN IM00BDD7WV31 on
Wednesday, 12 July 2017, at an introductory price equivalent to the closing price of a NEPI share on the JSE on Tuesday,
11 July 2017.

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.

6 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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