NEW EUROPE PROPERTY INVESTMENTS PLC - NEW EUROPE/ROCKCASTLE - Merger of NEPI and Rockcastle: Action required

Release Date: 10/07/2017 17:45
Code(s): NEP ROC
 
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NEW EUROPE/ROCKCASTLE - Merger of NEPI and Rockcastle: Action required

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: ACTION REQUIRED


NEPI and Rockcastle shareholders are referred to previous joint announcements relating to the merger of their businesses in an
entity newly-incorporated in the Isle of Man, NEPI Rockcastle plc (the “merger transaction”), the last of which was released on
the Stock Exchange News Service of the JSE Limited (“JSE”) and the websites of the Bucharest Stock Exchange (“BVB”) and
Stock Exchange of Mauritius Ltd (“SEM”) on 6 July 2017, wherein it was announced that the merger transaction will be
implemented in accordance with the Salient Dates and Times announced on 9 June 2017.

Unless otherwise defined, terms used in this announcement bear the meanings ascribed to them in the circulars issued by each of
NEPI and Rockcastle on 9 June 2017 (the “NEPI circular” and “Rockcastle circular”, respectively).

Shareholders are reminded of the following action to be taken by them in anticipation of the implementation of the merger
transaction. Full details of the Action Required to be taken by shareholders are set out in the NEPI circular and Rockcastle
circular. If shareholders are in any doubt as to the action to be taken by them, they are advised to contact their CSDP, CREST
provider, broker, custodian, banker, accountant, legal advisor or other professional advisor immediately.

NEPI shareholders

Pursuant to the implementation of the merger transaction, NEPI shareholders will receive 1 NEPI Rockcastle share for every
1 NEPI share held as at Friday, 14 July 2017. NEPI shareholders have the option to receive the NEPI Rockcastle shares to which
they are entitled pursuant to (i) a distribution in specie made by NEPI as a return of capital, (ii) a distribution in specie declared by
NEPI as a dividend, or (iii) the repurchase by NEPI of all the NEPI shares held by such shareholders (but only if such shareholders
have not elected to receive the distribution as a dividend). Shareholders who take no action will receive the NEPI Rockcastle
shares to which they are entitled pursuant to a distribution in specie made by NEPI as a return of capital. Paragraph 7 of
the NEPI circular sets out a high-level summary of the tax implications in South Africa, Isle of Man and Romanian of the various
options.

                         Shareholders who wish to              Shareholders who wish to              Shareholders who wish to
                         receive a distribution in specie      receive a distribution in specie      participate in the repurchase
                         made as a return of capital           declared as a dividend

Dematerialised           No action required.                   Notify your CSDP or broker so         Notify your CSDP or broker so
shareholders on the                                            as to ensure that an election is      as to ensure that an election is
South African                                                  submitted on your behalf by no        submitted on your behalf by no
register (with or                                              later 12:00 South African time on     later 17:00 SA time on Friday,
without “own-                                                  Friday, 14 July 2017.                 14 July 2017. You are also liable
name” registration)                                                                                  for securities transfer tax.

Certificated             You must move into a                  Complete the dividend election        Complete the repurchase election
shareholders on the      dematerialised environment by         form attached to the NEPI             and surrender form attached to
South African            opening a South African CSDP          circular (“dividend election          the NEPI circular (“repurchase
register                 or broker account by Tuesday,         form”), including details of a        election and surrender form”),
                         11 July 2017.                         South African CSDP or broker          including details of a South
                                                               account, and lodge it with the SA     African CSDP or broker account
                                                               Transfer Secretaries, to be           and together with documents of
                                                               received no later than 12:00          title to NEPI shares and proof of
                                                               South African time on Friday,         payment of securities transfer
                                                               14 July 2017.                         tax, and lodge it with the SA
                                                                                                     Transfer Secretaries, to be
                                                                                                     received no later than 17:00
                                                                                                     South African time on Friday,
                                                                                                     14 July 2017.

Shareholders             Contact                               Complete the dividend election        Complete the repurchase election
registered in            nepirockcastle@javacapital.co.za      form, including details of a South    and surrender form, including
Romania                  with details of a South African       African CSDP or broker account        details of a South African CSDP
                         CSDP or broker account or             or Euronext custodian or              or broker account or Euronext
                         Euronext custodian or brokerage       brokerage account, and lodge it       custodian or brokerage account
                         account.                              with the SA Transfer Secretaries      and documents of title to NEPI
                                                               to be received no later than 13:00    shares, and lodge it with the SA
                                                               Romanian time on Friday,              Transfer Secretaries to be
                                                               14 July 2017.                         received no later than 18:00
                                                                                                     Romanian time on Friday,
                                                                                                     14 July 2017.

Shareholders on the      Contact                               Complete the dividend election        Complete the repurchase election
UK register              nepirockcastle@javacapital.co.za      form, including details of a South    and surrender form, including
                         with details of a South African       African CSDP or broker account        details of a South African CSDP
                         CSDP or broker account or             or Euronext custodian or              or broker account or Euronext
                         Euronext custodian or brokerage       brokerage account, and lodge it       custodian or brokerage account
                         account.                              with the SA Transfer Secretaries      and documents of title to NEPI
                                                               to be received no later than 11:00    shares, and lodge it with the SA
                                                               British Summer Time on Friday,        Transfer Secretaries to be
                                                               14 July 2017.                         received no later than 16:00
                                                                                                     British Summer Time on Friday,
                                                                                                     14 July 2017.

Rockcastle shareholders

Pursuant to the implementation of the merger transaction, Rockcastle shareholders will receive 1 NEPI Rockcastle share for
every 4.7 Rockcastle shares held as at Friday, 14 July 2017. Rockcastle shareholders have the option to receive the NEPI
Rockcastle shares to which they are entitled pursuant to (i) a distribution in specie declared by Rockcastle as a dividend or (ii) a
distribution in specie made by Rockcastle as a return of capital. Shareholders who take no action will receive the NEPI
Rockcastle shares to which they are entitled pursuant to a distribution in specie made by Rockcastle as a dividend.
Paragraph 7 of the Rockcastle circular sets out a high-level summary of the tax implications in South Africa, Isle of Man and
Mauritius of the various options.

                         Shareholders who wish to receive a distribution        Shareholders who wish to receive a distribution
                         in specie declared as a dividend                       in specie made as a return of capital

Dematerialised           No action required.                                    Notify your CSDP or broker so as to ensure that a
shareholders on the                                                             form of election attached to the Rockcastle circular
South African                                                                   is submitted on your behalf by no later 12:00 South
register (with or                                                               African time on Friday, 14 July 2017.
without “own-
name” registration)

Shareholders on the      Contact nepirockcastle@javacapital.co.za with          Complete the form of election attached to the
Mauritian register       details of a South African CSDP or broker account      Rockcastle circular, including details of a South
                         or Euronext custodian or brokerage account.            African CSDP or broker account or Euronext
                                                                                custodian or brokerage account, and lodge it with
                                                                                the Rockcastle company secretary to be received no
                                                                                later than 14:00 Mauritian time on Friday,
                                                                                14 July 2017.

Escrow arrangements

Should (i) any certificated NEPI shareholder fail to move into the dematerialised environment by Tuesday, 11 July 2017, or (ii)
any shareholder required to provide details of a South African CSDP or broker account or Euronext custodian or brokerage
account, as set out above, fail to provide full and proper details of such account in the manner prescribed in the NEPI circular or
Rockcastle circular, as the case may be, on Monday, 17 July 2017, the NEPI Rockcastle shares to which such shareholder is
entitled will be delivered to an account in the name of Computershare Nominees Proprietary Limited (the “Escrow Agent”),
which will hold such shares in escrow for and on the shareholder’s behalf. Further details of such escrow arrangement are set out
in the Action Required section of the NEPI circular or Rockcastle circular, as the case may be.

Delivery of shares traded on Euronext

NEPI shareholders registered in Romania or recorded on the UK register, and Rockcastle shareholders on the Mauritian register,
who have provided full and complete details of a Euronext custodian brokerage account to which their NEPI Rockcastle shares are
to be delivered, will receive their shares from the settlement agent as follows:

ING Bank N.V.
BIC: INGBNL2SSMK
EGSP: 29710
If delivery to Euroclear Bank:
Euroclear Bank equivalent: 54351

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


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

10 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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