| Wed 8 Apr 2009, 16:30 | | NEP - NEPI - Abridged pre-listing statement - secondary listing on the JSE |
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JSE
NEP
NEP - NEPI - Abridged pre-listing statement - secondary listing on the JSE
NEW EUROPE PROPERTY INVESTMENTS PLC
(Incorporated and registered in the Isle of Man with registered number 001211V)
(Registered as an external company with limited liability under the laws of
South Africa, registration number 2009/000025/10)
AIM share code: NEPI ISIN Code: IM00B23XCH02
JSE share code: NEP ISIN Code: IM00B23XCH02
("NEPI" or "the company")
ABRIDGED PRE-LISTING STATEMENT - SECONDARY LISTING ON THE JSE
This announcement contains the salient information in respect of NEPI, which is
more fully described in the pre-listing statement. For a full appreciation of
the secondary listing of NEPI`s ordinary shares on the Alternative Exchange
("AltX") of the JSE Limited ("JSE"), the pre-listing statement, which is
available on request as set out below, should be read in its entirety.
INTRODUCTION
NEPI is currently listed on the AIM Market of the London Stock Exchange in the
United Kingdom ("AIM"). The JSE has granted NEPI approval for a secondary
listing on AltX by way of an introduction ("the secondary listing") of
28,150,000 ordinary shares ("shares") currently listed on AIM, with effect from
the commencement of business on Friday, 17 April 2009.
RATIONALE FOR THE SECONDARY LISTING
The directors believe that the secondary listing will bring the following
benefits:
- provide an additional source of capital to fund the growth aspirations of
NEPI;
- enhance potential investors` awareness of NEPI;
- improve the depth and spread of the shareholder base of NEPI, thereby
improving liquidity in the trading of its securities;
- provide South African investors, both institutional and private, the
opportunity to participate directly in the income streams and future
capital growth of NEPI;
- provide investors with an additional market for trading NEPI shares; and
- in terms of current South African tax legislation, the secondary listing
will result in NEPI`s dividends being exempt from South African income tax
in the hands for South African resident shareholders.
HISTORY AND NATURE OF THE BUSINESS
NEPI was incorporated on 23 July 2007 in the Isle of Man. The company initially
invested primarily in the high quality office, retail and industrial property
market in Romania but subsequently also acquired a portfolio in Germany. The
company will consider investment opportunities in other Central and Eastern
European countries that are recent entrants of the EU or are considered to be on
the accession path. The company`s objective is to provide shareholders with an
opportunity to invest in a dividend paying, long term closed-ended fund that
could serve as a vehicle for investors seeking emerging European investment
exposure that yields stable absolute returns and portfolio diversification.
NEPI`s shares were admitted to trading on AIM on 22 August 2007. At the time of
admission, NEPI issued 12,877,200 shares at Euro2 per share thereby raising
Euro25.7 million of capital, before listing expenses. A further 13,917,800
shares were issued on 14 December 2007 at Euro2 per share pursuant to the
capital commitments made by the investors at the time of admission, in order to
raise a further Euro27.8 million of capital, before issue expenses.
STRATEGY
NEPI has initially focused primarily on investing in Romania and also acquired a
property portfolio in Germany. NEPI will also consider investment opportunities
elsewhere in Central and Eastern Europe and will seek to achieve a wide exposure
to different tenants so as to diversify risk. The group`s investments (which
include investments in incomeproducing high quality office, retail and
industrial and logistics properties) are made with a view to holding the
investments in the long term and for the purpose of optimising income in a
sustainable manner. Investment opportunities will also be sought in development
property (which may include establishing joint ventures with developers) to the
extent to which these investments can be structured to allocate the majority of
the development risk and/or risks related to leasing the assets to the developer
or another third party. Up to 5 percent of the group`s investments may be in
land which is yet to be developed and up to a further 5 percent of the group`s
investments may be in assets that are not incomeproducing at the time of
acquisition, but which can be converted and/or refurbished post acquisition to
become incomeproducing.
PROSPECTS
This is believed to be an advantageous time to operate a real estate fund
primarily targeted at Romania for the following reasons:
- the relative immaturity of the Romanian property market provides an
excellent opportunity for real estate investment and the active management
of assets to increase their value;
- the occurrence of the `debt crisis` has improved the investment environment
in Romania and Europe as a whole, in that fewer investors are currently
active in the real estate market;
- Romania is experiencing high demand for sophisticated office, retail and
industrial property on a scale which significantly outstrips current
supply;
- strong economic performance in Romania has attracted regional developers
and investors;
- the recent accession of Romania to the EU has encouraged economic stability
and will continue to support economic growth and convergence of Romania`s
economy towards European standards;
- there is an expected boom in public investment in Romania due to access to
EU funding;
- there is progress with institutional reforms including infrastructure and
banking reforms and a sell-off of non-core properties in entities that were
privatised;
- rental agreements are hard currency (Euro) based, at yields that are
attractive by comparison to other European countries;
- rental escalations in Romania are currently higher than Euro denominated
Western European countries; and
- there are rising inflows of foreign direct investment into Romania.
The company has established a solid base and is seeking to take advantage of
unique investment opportunities that are crystallising in its markets due to the
economic difficulties that started to unfold in the latter half of 2008.
CONDITION PRECEDENT TO THE SECONDARY LISTING
In order to meet the exchange control requirements of the South African Reserve
Bank applicable to inward listings, the secondary listing is conditional on the
implementation of a sale and repurchase agreement ("repurchase agreement") in
terms of which NEPI`s South African shareholders ("repurchase shareholders")
will dispose of some 91% of their shareholdings ("warehoused shares") to an
offshore trust ("The Warehousing Trust"). The warehoused shares will then be
transferred to South Africa and immediately after the secondary listing has been
effected, the repurchase shareholders will repurchase the warehoused shares on
the JSE.
DIRECTORS
The full names, nationalities and business addresses of the directors of NEPI
are set out below.
Directors of NEPI
Desmond de Beer Non-executive director
Nationality South African
Business address 4th Floor, Rivonia Village, 3 Mutual Road,
Rivonia, Johannesburg,
South Africa
Dewald Lambertus Independent non-executive director
Joubert
Nationality South African
Business address C/o Maitland Advisory (IoM) Ltd, Falcon
Cliff Palace Road, Douglas, Isle of Man
Michael John Mills Independent non-executive director
Nationality British
Business address Maple Heath, Parsonage Lane, Farnham
Common, Slough, SL2 3NZ England
Corneliu Dan Independent non-executive chairman
Pescariu
Nationality Romanian
Business address 23-25 Ghetarilor Street, RO-014106,
Bucharest-1, Romania
Martin Johannes Non-executive director
Christoffel
Slabbert
Nationality South African
Business address 13 Charles de Gaulle Square, Bucharest,
Romania
PRE-LISTING STATEMENT
A pre-listing statement (the AltX equivalent of an AIM admission document),
which is available only in English was issued today Wednesday, 8 April 2009, in
accordance with Section 6 of the JSE Listings Requirements. Copies may be
obtained during normal business hours between 08h30 and 17h00 from the
registered offices of NEPI at Falcon Cliff, Palace Road, Douglas, Isle of Man,
from the South African transfer secretaries, Computershare Investor Services
(Proprietary) Limited, at Ground Floor, 70 Marshall Street, Johannesburg, 2001
and from NEPI`s corporate advisor and sponsor, Java Capital (Proprietary)
Limited, at 2 Arnold Road Rosebank, Johannesburg 2196. The document is also
available on the company`s website:
http://www.nepi.uk.com
This abridged pre-listing statement is not an invitation to the public to
subscribe for shares, but is issued in compliance with the Listings Requirements
of the JSE relating to a listing of NEPI on AltX.
Wednesday, 8 April 2009
For further details please contact:
New Europe Property Investments plc
Martin Slabbert
+40 74 432 8882
Corporate advisor and sponsor
Java Capital (Proprietary) Limited
Andrew Brooking
+27 (0)11 283 0042
AIM nominated advisor and broker in the UK
Smith & Williamson Corporate Finance Limited
Azhic Basirov/Joanne Royden-Turner
+44 (0)20 7131 4000
Other advisors to the secondary listing:
Structural advisor in respect of the repurchase agreement
Investec Bank Limited
Independent reporting accountants
KPMG Inc.
Date: 08/04/2009 16:30:01 Produced by the JSE SENS Department.
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