| Fri 21 Oct 2011, 8:00 | | 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
BVB share code: NEP
JSE share code: NEP
ISIN: IM00B23XCH02
("NEPI" or "the company")
RIGHTS OFFER DECLARATION ANNOUNCEMENT
INTRODUCTION
It is the intention of NEPI to undertake a rights offer to all NEPI
shareholders in order to raise approximately Euro40 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 16.14242 new NEPI shares ("rights offer
shares") for every 100 ordinary shares held by them on Friday, 11 November
2011 for shareholders on either the South African share register or the UK
share register, or on Friday, 4 November 2011 for shareholders registered in
Romania.
The subscription price for rights offer shares is Euro2.80 per rights offer
share for shareholders on the UK share register and for shareholders
registered in Romania and R30.00 per rights offer share for shareholders on
the SA share register, calculated using a EUR/ZAR exchange rate of
Euro1.00:R10.70.
The letters of allocation (which are issued to shareholders on the South
African share register) are negotiable and can be traded on the JSE under
ISIN IM00B6YBF838.
The pre-emptive rights (which are issued to shareholders registered in
Romania) are negotiable and can be traded on the BVB by shareholders
registered in Romania under ISIN IM00B510GN84.
Shareholders are advised that neither the letters of allocation issued to
shareholders on the SA share register nor the pre-emptive rights issued to
shareholders registered in Romania are fungible and accordingly are not
capable of being transferred between the JSE and the BVB
UNDERWRITING
Fortress Income 2 Proprietary Limited (a wholly-owned subsidiary of Fortress
Income Fund Limited) has agreed to underwrite the rights offer up to a
maximum aggregate amount of R428 571 420, represented by 14 285 714 rights
offer shares at a subscription price of R30.00 per rights offer share listed
on the JSE in consideration for an underwriting fee of R2 142 857 (an amount
equivalent to 0.5% of its underwriting commitment).
EXCESS SHARES
Shareholders on the South African share register, shareholders on the UK
share register and shareholders registered in Romania 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 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.
FOREIGN SHAREHOLDERS ON THE SOUTH AFRICAN SHARE REGISTER
Foreign shareholders on the South African share register may be affected by
the rights offer, having regard to prevailing laws in their relevant
jurisdictions. Such foreign shareholders should inform themselves about and
observe any applicable legal requirements of such jurisdiction in relation to
all aspects of the rights offer that may affect them and should refer to the
rights offer circular for details of the rights offer and the laws and
regulations governing the rights offer. Any foreign shareholder who is in
doubt as to his position with respect to the rights offer in any jurisdiction
should consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
IMPORTANT DATES AND TIMES FOR SHAREHOLDERS ON THE SA SHARE REGISTER
The timetable for the rights offer will be as follows:
2011
Finalisation announcement released on SENS Friday, 28 October
Last day to trade in NEPI shares in order to Friday, 4 November
participate in the rights offer on
Listing and trading of letters of allocation on the Monday, 7 November
JSE on
NEPI shares commence trading on the JSE ex-rights Monday, 7 November
offer entitlement on
Record date for determination of shareholders Friday, 11 November
entitled to participate in the rights offer (initial
record date) on
Rights offer opens at 09:00 on Monday, 14 November
Rights offer circular and form of instruction posted Monday, 14 November
to shareholders, where applicable, on
Dematerialised shareholders will have their accounts Monday, 14 November
at their CSDP or broker automatically credited with
their entitlement on
Certificated shareholders on the register will have Monday, 14 November
their entitlement credited to a nominee account held
with the transfer secretaries on
Last day to trade letters of allocation on the JSE Friday, 25 November
on
Maximum number of rights offer shares listed and Monday, 28 November
trading therein commences on the JSE on
Rights offer closes at 12:00 on Friday, 2 December
Record date for letters of allocation (final record Friday, 2 December
date) on
New NEPI shares issued on Monday, 5 December
Dematerialised shareholders` accounts updated and Monday, 5 December
debited by CSDP or broker with new NEPI shares on
Results of rights offer announced on SENS on Monday, 5 December
Results of rights offer announced in the press on Tuesday, 6 December
Certificates posted to certificated shareholders (in Wednesday, 7 December
respect of the rights offer shares) on or about
Refunds (if any) to certificated shareholders in Wednesday, 7 December
respect of unsuccessful applications made on or
about
New NEPI shares issued in respect of successful Wednesday, 7 December
excess shares applications for dematerialised
shareholders and certificated shareholders on or
about
Dematerialised shareholders` accounts updated and Wednesday, 7 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, 7 November 2011 and Friday, 11 November 2011, both days
inclusive.
4. Transfers between the SA share register and the UK share register may
not take place between Tuesday, 1 November 2011 and Friday, 11 November
2011, 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 SHARE REGISTER
Each of the times and dates in the table below is indicative only and may be
subject to change.
2011
NEPI shares marked "ex-rights" by the London Stock Monday, 7 November
Exchange at 8.00 a.m.
Record date for entitlements under the rights offer Friday, 11 November
Dispatch of provisional allotment letters and Monday, 14 November
shareholders circular published
Latest time and date for acceptance and payment in Friday, 2 December
full at 10.00 a.m.
Monday, 5 December
Results of rights offer announced on RNS
Dealing in new NEPI shares, commence on AIM at 8.00 Monday, 5 December
a.m.
Allocation of excess shares in respect of successful Monday, 5 December
excess shares applications on
Wednesday, 7 December
Expected dispatch of definitive share certificates
for the new NEPI shares in certificated form for
shareholders on the UK register
Refunds (if any) to shareholders in respect of Wednesday, 7 December
unsuccessful excess shares applications made on or
about
New NEPI shares issued in respect of successful Wednesday, 7 December
excess shares applications for dematerialised
shareholders and certificated shares on or about
Note:
1. References to times in this timetable are to London time unless
otherwise stated.
IMPORTANT DATES AND TIMES FOR SHAREHOLDERS/PRE-EMPTIVE RIGHTS HOLDERS
REGISTERED IN ROMANIA
Subject to receiving approval from the BVB and the Romanian National
Securities Commission, the timetable for the rights offer will be as follows:
2011
Publication of Presentation Document on the BVB Friday, 28 October
website and in a national Romanian newspaper
Last date to be registered as NEPI shareholder in Friday, 4 November
order to be entitled to receive pre-emptive rights
("Romania initial record date")
Commence trading pre-emptive rights on BVB Monday, 7 November
Pre-emptive rights available for transfer into Monday, 7 November
individual accounts of NEPI shareholders registered
in Romania
Last day to trade rights on the BVB Friday, 18 November
Record date for determination of pre-emptive rights Wednesday, 23 November
holder (being either shareholders who have received
pre-emptive rights and not disposed of them or
others who may have acquired pre-emptive rights) who
will be entitled to exercise those rights by
subscribing for rights offer shares ("Romania record
date")
Subscription period on the BVB opens at 12:00 p.m. Wednesday, 23 November
Subscription period on the BVB closes at 12:00 p.m. Monday, 28 November
Credit shares to the global accounts of the Monday, 5 December
brokers/custodians where the pre-emptive rights
holders have their individual accounts for pre-
emptive rights holders who have exercised their
rights
Allocation of excess shares in respect of successful Monday, 5 December
excess shares applications on
Announce results of rights offer (BVB) Monday, 5 December
Refunds (if any) to shareholders in respect of Wednesday, 7 December
unsuccessful excess shares applications made on or
about
New NEPI shares credited to the global accounts of Wednesday, 7 December
the brokers/custodians where the pre-emptive rights
holders have their individual accounts for pre-
emptive rights holders who have subscribed excess
shares, in respect of successful excess shares
applications of shareholders on or about
Note:
1. References to times in this timetable are to Romanian 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 5 December 2011, 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 2011 and NEPI`s
unaudited interim consolidated statement of financial position as at 30 June
2011. 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 2011
and 30 June 2011, 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 2011 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 the unaudited 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 been reported on by the independent reporting
accountants and their report will be included in the rights offer circular.
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
2011.
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 offer after the
offer rights
Note 1 offer
(%)
Basic weighted average earnings per 9.43 8.89 (5.7)
share (EUR cents)
Diluted weighted average earnings per 8.77 8.36 (4.7)
share (EUR cents)
Distributable earnings per share (EUR 9.77 9.23 (5.5)
cents)
Headline earnings per share (EUR 9.43 8.89 (5.7)
cents)
Diluted headline earnings per share 8.77 8.36 (4.7)
(EUR cents)
Net asset value per share (EUR) 2.30 2.37 3.0
Adjusted net asset value per share 2.14 2.23 4.4
(EUR)
Net tangible asset value per share 2.33 2.39 2.6
(EUR)
Weighted average number of shares in 75 963 602 90 249 316 18.8
issue
Diluted weighted average number of 81 628 632 95 914 346 17.5
shares in issue
Number of shares in issue for net 82 832 949 97 118 663 17.2
asset value and net tangible asset
value per share purposes
Number of shares in issue for adjusted 88 497 979 102 783 693 16.1
net 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 2011 and the
unaudited interim consolidated statement of financial position as at 30
June 2011.
2. The rights offer is assumed to have been implemented on 1 January 2011
for basic weighted average earnings, diluted weighted average earnings,
distributable earnings, headline earnings and diluted headline earnings
per share purposes and on 30 June 2011 for net asset value, adjusted net
asset value and net tangible asset value per share purposes.
3. 14 285 714 rights offer shares are assumed to be issued pursuant to the
rights offer, thereby raising capital of Euro40 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 Euro0.3 million, including an underwriting fee of
approximately Euro0.2 million) have been utilised to partially repay
loans and borrowings of approximately Euro39.7 million.
5. Finance expense is assumed to be reduced as a result of the repayment of
approximately Euro39.7 million of interest bearing borrowings at the
beginning of the six months ended 30 June 2011. A cost of debt of
4.33%, (being the interest rate on the loans which are assumed to be
repaid), is assumed to apply throughout the six months ended 30 June
2011.
6. Estimated costs related to the rights offer of approximately Euro0.3
million have been written off against share premium.
7. A ZAR:EUR exchange rate of R10.70:Euro1.00 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 14 November 2011 and will be made available on the company`s website
www.nepi.uk.com as from Monday, 7 November 2011 and on the BVB`s website from
Monday, 7 November 2011.
21 October 2011
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/Siobhan Sergeant
Corporate advisor, legal advisor as to South African +27 11 283 0042
law and JSE sponsor
Java Capital
Romanian advisor +40 21 222 8731
SSIF Intercapital Invest SA
Razvan Pasol
Other advisors:
Legal advisor as to Romanian law
Reff & Associatii SCA
Legal advisor as to Isle of Man law
Consilium Limited
Legal advisor as to English law
Maitland Advisory LLP
Independent reporting accountants
Ernst & Young Inc.
Date: 21/10/2011 08:00:18 Produced by the JSE SENS Department.
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or
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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.
