Wrap Text
Dutch migration finalisation; change of auditors, company secretary and home member state; name change finalisation
NEPI ROCKCASTLE N.V.
(formerly NEPI ROCKCASTLE S.A.)
(incorporated in the Netherlands)
In process of registration with the Dutch Commercial Register
Share code: NRP
ISIN: IM00BDD7WV31
("NEPI Rockcastle" or the "Company")
FINALISATION OF DUTCH MIGRATION; CHANGE OF AUDITORS; CHANGE OF COMPANY SECRETARY; CHANGE OF HOME MEMBER STATE;
FINALISATION ANNOUNCEMENT IN RESPECT OF CHANGE OF NAME AND ISIN
At the extraordinary general meeting of the shareholders of NEPI Rockcastle held in the Grand Duchy of Luxembourg
(Luxembourg) on Tuesday, 10 May 2022 (the Luxembourg EGM), all the resolutions tabled were passed by the requisite majority
of NEPI Rockcastle shareholders. As a result, NEPI Rockcastle successfully migrated from the Isle of Man to Luxembourg on
10 May 2022, and was granted conditional approval to subsequently migrate to the Netherlands (the Dutch Migration).
Shareholders are advised that the conditions precedent to the Dutch Migration have now been fulfilled and that the Company has
today, Tuesday, 6 September 2022, been successfully migrated from Luxembourg to the Netherlands.
The Company is in process of being registered with the Dutch Commercial Register and de-registered from the Luxembourg Trade
and Companies Register (Registre de Commerce et des Societes de Luxembourg). As a matter of Dutch law, with effect from
6 September 2022, the Company’s name has changed to NEPI ROCKCASTLE N.V. and registered address has changed to Claude
Debussylaan 7-29, Tribes Office SOM Building 3rd Floor, 1082MC Amsterdam, Netherlands.
Change of auditor
As approved by shareholders at the Luxembourg EGM, the appointment of Ernst&Young, societe anonyme, represented by partner
Jesus Orozco, as independent auditor (cabinet de revision agree) of the Company, has expired with effect from 6 September 2022,
being the effective date of the Dutch Migration.
As approved by shareholders at the Company’s fifth annual general meeting held on 30 June 2022, Ernst and Young Accountants
LLP, with registered office at Cross Towers, Antonio Vivaldistraat, 150, Amsterdam 1083 HP, the Netherlands, represented by
partner J.H. (Jaap) de Jong, have been appointed as independent auditor of the Company (the Dutch Auditor) effective from
6 September 2022 and for a term which will expire after the annual general meeting approving the annual accounts of the Company
for the financial year ending 31 December 2022.
The Board has also appointed Ernst and Young Inc. as the Company’s JSE-accredited auditor reporting alongside the Dutch Auditor,
effective from 6 September 2022 and for a term which will expire after the annual general meeting approving the annual accounts
of the Company for the financial year ending 31 December 2022, with Gerhard J Van Deventer as the designated audit individual.
The Audit Committee has assessed the suitability for the appointment of Ernst and Young Inc. and Gerhard J Van Deventer, in
accordance with paragraph 3.84(g)(iii) of the JSE Listings Requirements.
Change of Company Secretary
The Board is pleased to announce that Mr. Alex Florescu has been appointed as Company Secretary of NEPI Rockcastle with effect
from today, 6 September 2022. Mr. Florescu replaces Mr. Philippe Vanderhoven, who served as NEPI Rockcastle’s Company
Secretary whilst incorporated in Luxembourg.
Mr. Florescu, based in Amsterdam, has a legal background, became a member of the Bucharest Bar and has been with the Company
for ten years, working with the Board and being involved in multiple investment and corporate projects. The Board welcomes Mr
Florescu to the role and thanks Mr. Vanderhoven for his service.
Change of home member state
In accordance with Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the
harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a
regulated market and amending Directive 2001/34/EC (the EU Transparency Directive) and applicable Dutch law, NEPI Rockcastle
confirms that its home member state is the Netherlands as a consequence of, and with effect from, the Dutch Migration.
Finalisation information in respect of change of name and change of ISIN
The Company has today been successfully migrated from Luxembourg to the Netherlands under the name NEPI ROCKCASTLE N.V.
The change of name and change of ISIN will be implemented on market in accordance with the following timetable:
For shareholders holding shares traded on the JSE and A2X
2022
Finalization of the change of name and change of ISIN Tuesday, 6 September
Last day to trade prior to change of name to NEPI ROCKCASTLE N.V. and change of Tuesday, 13 September
ISIN to NL0015000RT3
Termination of trading on the JSE and A2X under the old name and old ISIN and Wednesday, 14 September
commencement of trading under the new name NEPI ROCKCASTLE N.V. and new ISIN
NL0015000RT3 at the commencement of trade
Record date for the change of name to NEPI ROCKCASTLE N.V. and change of ISIN to Friday, 16 September
NL0015000RT3
CSDP or broker accounts of dematerialized shareholders to be updated with the new name Monday, 19 September
NEPI ROCKCASTLE N.V. and new ISIN NL0015000RT3 (i)
Notes:
(i) All shares trade on the JSE and A2X in dematerialised format. CSDP and broker accounts will be automatically updated.
No action is required to be taken by shareholders.
(ii) Transfers between registers may not take place between Tuesday, 13 September 2022 and Friday, 16 September 2022.
For shareholders holding shares traded on Euronext Amsterdam
2022
Finalization of the change of name and change of ISIN Tuesday, 6 September
Last day to trade prior to change of name to NEPI ROCKCASTLE N.V. and change of Wednesday, 14 September
ISIN to NL0015000RT3
Termination of trading on Euronext Amsterdam under the old name and old ISIN and Thursday, 15 September
commencement of trading under the new name NEPI ROCKCASTLE N.V. and new ISIN
NL0015000RT3 at the commencement of trade
Record date for the change of name to NEPI ROCKCASTLE N.V. and change of ISIN to Friday, 16 September
NL0015000RT3
Intermediary accounts of dematerialized shareholders to be updated with the new name Monday, 19 September
NEPI ROCKCASTLE N.V. and new ISIN NL0015000RT3 (i)
Notes:
(i) Intermediary accounts will be automatically updated. No action is required to be taken by shareholders.
(ii) Transfers between registers may not take place between Tuesday, 13 September 2022 and Friday, 16 September 2022.
NEPI Rockcastle will retain all previous trading history following the name change.
For further information please contact:
NEPI ROCKCASTLE N.V.
Rudiger Dany/Eliza Predoiu +31 202 38 40 30
JSE sponsor
Java Capital +27 11 722 3050
Euronext Listing Agent
ING Bank +31 20 563 6685
Media Relations mediarelations@nepirockcastle.com
6 September 2022
Date: 06-09-2022 03:05:00
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