| Fri 5 Nov 2010, 12:30 | | NEP - New Europe Property Investments plc - Rights offer declaration |
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NEP
NEP
NEP - New Europe Property Investments plc - Rights offer declaration
announcement
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
JSE share code: NEP
ISIN: IM00B23XCH02
("NEPI" or "the company")
RIGHTS OFFER DECLARATION ANNOUNCEMENT
Shareholders on the UK share register are referred to the announcement released
on RNS.
INTRODUCTION
It was announced on 21 September 2010 on the Stock Exchange News Service
("SENS") of the JSE and the Regulatory News Service ("RNS") of the London Stock
Exchange that it was the intention of NEPI to undertake a rights offer to NEPI
shareholders in order to raise approximately EUR40 million ("the rights offer").
The proceeds from the rights offer are expected to be used to fund potential
acquisitions which NEPI is in the process of negotiating. Should the
acquisitions not be completed, the proceeds from the rights offer will be used
to repay existing borrowings.
SALIENT TERMS OF THE RIGHTS OFFER
NEPI shareholders will be offered 24.21943 new NEPI shares ("rights offer
shares") for every 100 ordinary shares held by them on Friday, 26 November 2010
(the initial record date for participation in the rights offer).
The subscription price for rights offer shares is EUR2.67 for shareholders on
the UK share register and R26.00 for shareholders on the SA share register,
calculated using a EUR/ZAR exchange rate of EUR1.00:R9.75.
EXCESS SHARES
NEPI shareholders on the South African share register will have the right to
apply for any excess rights offer shares not taken up by other shareholders and
any such excess shares will be attributed equitably based on the number of
shares held by the shareholder concerned and the number of excess shares applied
for, taking cognisance of the number of shares and rights held by the
shareholder prior to such allocation, including those taken up as a result of
the rights offer, and the number of excess rights applied for by such
shareholder.
IMPORTANT DATES AND TIMES FOR SHAREHOLDERS ON THE SA REGISTER
Subject to receiving JSE approval for the rights offer circular and registering
the rights offer circular, the form of instruction and other relevant documents
with the Registrar of Companies by Thursday, 11 November 2010, the timetable for
the rights offer will be as follows:
2010
Finalisation announcement released on SENS Friday, 12 November
Last day to trade in NEPI shares in order to Friday, 19 November
participate in the rights offer on
Listing and trading of letters of allocation on the Monday, 22 November
JSE on
NEPI shares commence trading on the JSE ex-rights Monday, 22 November
offer entitlement on
Record date for determination of shareholders Friday, 26 November
entitled to participate in the rights offer (initial
record date) on
Rights offer opens at 09:00 on Monday, 29 November
Rights offer circular and form of instruction posted Monday, 29 November
to shareholders, where applicable, on
Dematerialised shareholders will have their accounts Monday, 29 November
at their CSDP or broker automatically credited with
their entitlement on
Certificated shareholders on the register will have Monday, 29 November
their entitlement credited to a nominee account held
with the transfer secretaries on
Last day to trade letters of allocation on the JSE Thursday, 9 December
on
Maximum number of rights offer shares listed and Friday, 10 December
trading therein commences on the JSE on
Rights offer closes at 12:00 on (see note 2) Friday, 17 December
Record date for letters of allocation (final record Friday, 17 December
date) on
New NEPI shares issued on Monday, 20 December
Dematerialised shareholders` accounts updated and Monday, 20 December
debited by CSDP or broker with new NEPI shares on
Results of rights offer announced on SENS on Monday, 20 December
Results of rights offer announced in the press on Tuesday, 21 December
Certificates posted to certificated shareholders (in Wednesday, 22 December
respect of the rights offer shares) on or about
Refunds (if any) to certificated shareholders in Wednesday, 22 December
respect of unsuccessful applications made on or
about
New NEPI shares issued in respect of successful Wednesday, 22 December
excess shares applications for dematerialised
shareholders and certificated shareholders on or
about
Dematerialised shareholders` accounts updated and Wednesday, 22 December
debited by their CSDP or broker (in respect of
successful excess shares applications) and
certificates posted to certificated shareholders (in
respect of successful excess shares applications) on
or about
Notes:
1. All times indicated are South African times.
2. Dematerialised shareholders are required to inform their CSDP or
broker of their instructions in terms of the rights offer in the
manner and time stipulated in the agreement governing the relationship
between the shareholder and its CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised between
Monday, 22 November 2010 and Friday, 26 November 2010, both days
inclusive.
4. Transfers between the SA share register and the UK share register may
not take place between Tuesday, 16 November 2010 and Friday, 26
November 2010, both days inclusive.
5. Dematerialised shareholders will have their accounts at their CSDP or
broker automatically credited with their rights and certificated
shareholders will have their rights credited to a nominee account at
Computershare Investor Services (Proprietary) Limited.
6. CSDPs effect payment in respect of dematerialised shareholders on a
delivery-versus-payment method.
IMPORTANT DATES AND TIMES FOR SHAREHOLDERS ON THE UK REGISTER
Each of the times and dates in the table below is indicative only and may be
subject to change.
2010
NEPI shares marked "ex-rights" by the London Tuesday, 22 November
Stock Exchange at 8.00 a.m.
Record date for entitlements under the rights Friday, 26 November
offer
Dispatch of provisional allotment letters and Monday, 29 November
shareholders circular published
Latest time and date for acceptance and payment Friday, 17 December
in full at 10.00 a.m.
Dealing in new NEPI shares, commence on AIM as Monday, 20 December
soon as possible after 8.00 a.m.
Expected dispatch of definitive share Wednesday, 29 December
certificates for the new NEPI shares in
certificated form for shareholders on the UK
register
Notes:
(1) References to times in this timetable are to London time unless
otherwise stated.
DEALINGS IN NIL PAID RIGHTS AND FULLY PAID RIGHTS ON AIM
No application has been or will be made for the admission of new NEPI shares
(nil paid) to trading on AIM and accordingly there will be no dealings on AIM in
any nil paid rights to new NEPI shares.
Fully paid provisional allotment letters will not be sent to qualifying
shareholders who take up their entitlements to new NEPI shares. Accordingly
there will be no dealings on AIM in fully paid rights represented by provisional
allotment letters and the same will not be negotiable (fully paid) on AIM.
After 20 December 2010, the new NEPI shares will be in registered form and
transferable in the usual way.
FINANCIAL EFFECTS OF THE RIGHTS OFFER
The table below sets out the unaudited pro forma financial effects of the rights
offer based on NEPI`s unaudited interim consolidated statement of comprehensive
income for the six months ended 30 June 2010 and NEPI`s unaudited interim
consolidated statement of financial position as at 30 June 2010. These financial
effects are the responsibility of the directors of NEPI and they have been
prepared for illustrative purposes only, in order to provide information about
the financial results and the financial position of NEPI assuming that the
rights offer had been implemented on 1 January 2010 and 30 June 2010,
respectively.
The unaudited pro forma consolidated statement of comprehensive income and the
unaudited pro forma consolidated statement of financial position of the NEPI
group for the six months ended 30 June 2010 and the explanatory notes thereto
will be provided in the rights offer circular.
Due to its nature, the unaudited pro forma financial information (collectively,
the unaudited pro forma financial effects, the unaudited pro forma consolidated
statement of comprehensive income and pro forma consolidated statement of
financial position) may not give a fair reflection of NEPI`s financial position,
changes in equity, results of operations and cash flows subsequent to the
rights offer. The unaudited pro forma financial information has not been
reviewed or reported on by the independent reporting accountants.
The unaudited pro forma financial information has been prepared in accordance
with the accounting policies of the NEPI group that were used in the preparation
of the unaudited interim results for the six months ended 30 June 2010.
The table below reflects the unaudited pro forma financial effects of the rights
offer on a NEPI shareholder:
Before the After the Change
rights rights after the
offer offer rights
Note 1 offer
(%)
Basic weighted average earnings per share 6.21 6.63 6.8
(EUR cents)
Diluted weighted average earnings per 5.93 6.40 7.9
share (EUR cents)
Distributable earnings per share (EUR 8.35 8.27 (1.0)
cents)
Headline earnings per share (EUR cents) 7.62 7.70 1.0
Diluted headline earnings per share (EUR 7.28 7.44 2.2
cents)
Net asset value per share (EUR) 2.04 2.17 6.4
Adjusted net asset value per share (EUR) 2.03 2.15 5.9
Net tangible asset value per share (EUR) 1.81 1.99 9.9
Weighted average number of shares in issue 47 255 904 62 255 904 31.7
Diluted weighted average number of shares 49 444 271 64 444 271 30.3
in issue
Number of shares in issue for net asset 56 268 704 71 268 704 26.7
value and net tangible asset value per
share purposes
Number of shares in issue for adjusted net 61 933 734 76 933 734 24.2
asset value per share purposes
Notes and assumptions:
1. The figures set out in the "Before the rights offer" column above have
been extracted from the unaudited interim consolidated statement of
comprehensive income for the six months ended 30 June 2010 and the
unaudited interim consolidated statement of financial position as at
30 June 2010.
2. The rights offer is assumed to have been implemented on 1 January 2010
for basic weighted average earnings, diluted weighted average
earnings, distributable earnings, headline earnings and diluted
headline earnings per share purposes and on 30 June 2010 for net asset
value, adjusted net asset value and net tangible asset value per share
purposes.
3. 15 000 000 rights offer shares are assumed to be issued pursuant to
the rights offer, thereby raising capital of EUR40 million.
4. Although the proceeds of the rights offer are intended to be used to
finance yield enhancing investment opportunities in direct property in
Romania, there are no firm commitments at the date of this
announcement to deploy the proceeds which will be received from the
rights offer. Accordingly, there is no factually supportable financial
information regarding potential investments. Consequently, it has been
assumed that the net proceeds of the rights offer (after payment of
estimated costs of approximately EUR148 000) have been utilised to
partially repay loans and borrowings of approximately EUR39.85
million.
5. Finance expense is assumed to be reduced as a result of the repayment
of approximately EUR39.85 million of loans and borrowings at the
beginning of the six months ended 30 June 2010. A cost of debt of
5.99%, (being the interest rate on the loans which are assumed to be
repaid), is assumed to apply throughout the six months ended 30 June
2010.
6. Estimated costs related to the rights offer of approximately EUR148
000 have been written off against share premium.
7. A ZAR:EUR exchange rate of R9.75:EUR1.00 is assumed to apply.
8. All statement of comprehensive income adjustments have a continuing
effect.
CIRCULAR
Further details of the rights offer will be set out in the circular to NEPI
shareholders ("the rights offer circular") which is expected to be dispatched on
29 November 2010 and will be made available on the company`s website
www.nepi.uk.com
5 November 2010
For further information please contact:
New Europe Property Investments plc +40 74 432 8882
Martin Slabbert
Nominated Adviser and Broker +44 20 7131 4000
Smith & Williamson Corporate Finance Limited
Azhic Basirov/Charles Combe
Corporate advisor, legal advisor as to South African law +27 11 283 0042
and JSE sponsor
Java Capital
Legal advisor as to Isle of Man law
Consilium Limited
Independent reporting accountants
KPMG Inc.
Date: 05/11/2010 12:30:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
