Abridged Pre-listing Statement - Secondary Listing on the JSE
Posted on: 8 April 2009
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.
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 €2 per share thereby raising €25.7 million of capital, before listing expenses. A further 13,917,800 shares were issued on 14 December 2007 at €2 per share pursuant to the capital commitments made by the investors at the time of admission, in order to raise a further €27.8 million of capital, before issue expenses.
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.
The full names, nationalities and business addresses of the directors of NEPI are set out below.
|Desmond de Beer||Non-executive director|
|Business address||4th Floor, Rivonia Village, 3 Mutual Road, Rivonia, Johannesburg, South Africa|
|Dewald Lambertus Joubert||Independent non-executive director|
|Business address||C/o Maitland Advisory (IoM) Ltd, Falcon Cliff Palace Road, Douglas, Isle of Man|
|Michael John Mills||Independent non-executive director|
|Business address||Maple Heath, Parsonage Lane, Farnham Common, Slough, SL2 3NZ England|
|Corneliu Dan Pescariu||Independent non-executive chairman|
|Business address||23-25 Ghetarilor Street, RO-014106, Bucharest-1, Romania|
|Martin Johannes Christoffel Slabbert||Non-executive director|
|Business address||13 Charles de Gaulle Square, Bucharest, Romania|
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.
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.