| Thu 26 Apr 2012, 16:00 | | NEP - New Europe Property Investments plc - Events to be reported: Results of |
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NEP
NEP
NEP - New Europe Property Investments plc - Events to be reported: Results of
Annual General Meeting
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)
Subscribed and paid share capital: 108,301,750 ordinary shares, having a nominal
value of EUR 0.01 each
AIM share code: NEPI
BVB share code: NEP
JSE share code: NEP
ISIN: IM00B23XCH02
("NEPI" or the "Company")
EVENTS TO BE REPORTED: RESULTS OF ANNUAL GENERAL MEETING
The Company announces that its Annual General Meeting was held on Thursday, 26
April 2012, at the Company`s registered office at 2nd Floor, Anglo International
House, Lord Street, Douglas, Isle of Man.
All resolutions proposed were passed by the requisite majorities of NEPI
shareholders. In accordance with Article 113 par.(1) let. A, of the Romanian
National Securities Commission Regulation no. 1/2006, the resolutions are listed
below:
Ordinary Business
1. Receiving and adopting the reports of the directors and auditors of the
Company and of the financial statements for the year ended 31 December
2011.
2. Re-election of those directors of the Company who will retire by rotation
in accordance with article 86 of the Articles of Association of the
Company:
2.1 Desmond de Beer; and
2.2 Michael Mills,
who will retire at the Company`s Annual General Meeting and being
eligible, have offered themselves for re-election.
3. Authorisation for the directors of the Company to fix their remuneration.
Special Business
4. Re-appointment of Ernst & Young LLC as auditors of the Company and
authorisation for the Company`s directors to fix their remuneration.
5. Amendment of the NEPI Share Purchase Scheme adopted by shareholders on 3
May 2011 (the "current scheme") to increase the maximum aggregate number of
shares which can be offered for subscription or purchase under this scheme
("scheme allocation"):
- from 8,000,000 (eight million) shares less the number of shares issued
in terms of the NEPI incentive scheme (i.e. the scheme which was in
place since before the Company`s listing on the AIM market of the
London Stock Exchange) and in respect of which the purchase price
remained outstanding as at the date of implementation of the current
scheme (being 5,205,397 shares),
- to 10,000,000 (ten million) shares less 5,205,397 shares issued in
terms of the NEPI incentive scheme and referred to above.
6. So as to maintain the maximum "headroom" available to the Directors for
expanding the Company`s business by allotting equity securities of the
Company for cash on a non pre-emptive basis, the shareholders passed the
following special resolution:
That Article 5.3 of the Company`s Articles of Association be deleted and
replaced by:
The provisions of Article 5.2 are dis-applied in respect of any allotments
of equity securities of the Company so that, subject to the Listings
Requirements of the JSE Limited, the AIM Rules for Companies issued by
London Stock Exchange plc and the rules of the Bucharest Stock Exchange,
the directors are authorised to issue shares for cash, on the basis that:
6.1 this authority will only be valid until the Company`s next annual
general meeting or for 15 months from the date of this
resolution, whichever period is shorter;
6.2 any shares issued in terms of this authority:
6.2.1 must be of a class already in issue, or must be convertible into
a class of shares already in issue;
6.2.2 must be issued to public shareholders, and not to related
parties, all as defined in the Listings Requirements of the JSE
Limited;
6.2.3 may not in aggregate in any one financial year (taking into
account the number of any shares that may be issued in future as
a result of the issue of any convertible securities/options in
terms of this authority) exceed 15% of the number of shares of
that class in issue on the date in question (including any shares
that may be issued in future as a result of any existing
convertible securities/options), less any shares issued during
the financial year in question (including the number of any
shares that may be issued in future as a result of the issue of
any convertible securities/options in terms of this authority),
plus any shares of that class to be issued pursuant to a rights
issue which has been announced, is irrevocable and is fully
underwritten, plus any shares of that class to be issued pursuant
to an acquisition that has been announced, is irrevocable and is
fully underwritten;
6.2.4 for the purposes of 6.2.3, shares of a particular class, will be
aggregated with any shares that are compulsorily convertible into
shares of that class, and, in the case of the issue of
compulsorily convertible shares, aggregated with the shares of
that class into which they are compulsorily convertible;
6.2.5 may not be issued at a price less than a 10% discount to the
weighted average traded price of such shares measured over the 30
business days prior to the date that the price of the issue is
agreed between the Company and the parties subscribing for the
shares.
After the Company has in terms of this authority issued shares for cash
equivalent to 5% or more of the number of shares of that class in issue prior to
that issue, the Company shall publish an announcement containing full details of
such issue/s (including the number of shares issued, the average discount to the
weighted average traded price of the shares over the 30 days prior to the date
that the price of the issue is agreed in writing between the issuer and the
party/ies subscribing for the shares and the effects of the issue on net asset
value per share, net tangible asset value per share, earnings per share,
headline earnings per share and, if applicable, diluted earnings and headline
earnings per share).
26 April 2012
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
JSE sponsor +27 11 283 0042
Java Capital
Romanian advisor +40 21 222 8731
SSIF Intercapital Invest SA
Razvan Pasol
Date: 26/04/2012 16:00:01 Produced by the JSE SENS Department.
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