(previously Echo Polska Properties N.V.)
(Incorporated in The Netherlands)
(Company number 64965945)
JSE share code: EPP
LEI Code: 7245003P7O9N5BN8C098
("EPP" or "the Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR
ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
EPP announces an equity raising of approximately ZAR 700 million through the issue of new ordinary shares (the "equity
raise"). The equity raise is subject to the requirements of the Company's Constitution, the Listings Requirements of the JSE
Limited ("JSE") and the rules and regulations of the Luxembourg Stock Exchange ("LuxSE").
The equity raise will be offered to qualifying investors through an accelerated bookbuild process (the "bookbuild")
conducted on the JSE and LuxSE. Investors may elect to subscribe for ordinary shares on the South African register in ZAR
or elect to subscribe for ordinary shares on the Luxembourg register in EUR. These new EPP shares, when issued, will be
credited as fully paid and will rank pari passu in all respects with the existing EPP shares and will be fully fungible with
effect from listing.
As indicated in the announcement released on SENS on 29 May 2018, Redefine Properties Limited ("Redefine") has
committed to participate in the bookbuild and to apply for shares to a value of not less than the ZAR equivalent of
€45 million and at a price of not less than EUR 1.235 per share (equating to ZAR 19.26 per share, at the
ZAR15.5950:EUR1.00 exchange rate at which the equity to be raised has been hedged by EPP). Redefine has not received
any fees or the like for its pre-commitment.
The bookbuild is now open and the Company reserves the right to increase the size of the equity raise and close it at any
time. The equity raise is subject to pricing acceptable to EPP.
Pricing and allocations will be announced as soon as practicable following the closing of the bookbuild.
Java Capital is acting as sole bookrunner.
Tel: +27 11 722 3052
EPP is dual primary listed on the Main Board of the JSE and the Euro MTF market of the LuxSE.
17 July 2018
The equity raising is not an offer to the public as contemplated under the South African Companies Act, No.71 of 2008 as
amended ("Companies Act"), nor an offer of securities in any other jurisdiction. Potential investors are only permitted to
apply for shares with a minimum total acquisition cost, per single addressee acting as principal, of greater than or equal to
ZAR1,000,000, unless the potential investor is a person, acting as principal, whose ordinary business, or part of whose
ordinary business, is to deal in securities, whether as principal or agent (in reliance on Section 96(1)(a)(i) and 96(1)(b) of
the Companies Act) or such applicant falls within one of the other specified categories of persons listed in section 96(1) of
the Companies Act.
This announcement is not for publication or distribution or release, directly or indirectly, in the United States of America
(including its territories and possessions, any state of the United States and the District of Columbia).
This announcement does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for
securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or
sold, directly or indirectly, in the United States, absent registration or an exemption from, or transaction not subject to, the
registration requirements of the Securities Act. No public offering of securities is being made in the United States. This
announcement does not and is not intended to constitute an offer to the public in South Africa in terms of the Companies
Act. Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into
the United States, Canada, Australia or Japan.
This announcement is for information purposes only and the Company has not authorised any offer to the public of securities
in any Member State of the European Economic Area (other than the United Kingdom). With respect to any Member State
of the European Economic Area (other than the United Kingdom) which has implemented the Prospectus Directive (each a
"Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities
requiring publication of a prospectus in any Relevant Member State. For the purpose of this paragraph, the expression "offer
of securities to the public" means the communication in any form and by any means of sufficient information on the terms
of the offer and the securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the
securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that
Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including
Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State.
This document does not constitute a prospectus within the meaning of the Dutch Financial Markets Supervision Act (Wet
op het financieel toezicht) and does not constitute an offer to acquire securities.
In the United Kingdom, this announcement is directed only at the following persons: investment professionals falling within
article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); and high
net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty express
or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Java Capital
(sole bookrunner and JSE sponsor) or by any of its respective affiliates or agents as to, or in relation to, the accuracy or
completeness of this announcement or any other written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly disclaimed.
JSE sponsor and sole bookrunner
Luxembourg Stock Exchange Listing Agent
Date: 17/07/2018 09:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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