» Rights Offer Declaration Announcement

Rights Offer Declaration Announcement

Posted on: 5 November 2010


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 participate in the rights offer on Friday, 19 November
Listing and trading of letters of allocation on the JSE on Monday, 22 November
NEPI shares commence trading on the JSE ex-rights offer entitlement onMonday, 22 November
Record date for determination of shareholders entitled to participate in the rights offer (initial record date) on Friday, 26 November
Rights offer opens at 09:00 on Monday, 29 November
Rights offer circular and form of instruction posted to shareholders, where applicable, on Monday, 29 November
Dematerialised shareholders will have their accounts at their CSDP or broker automatically credited with their entitlement on Monday, 29 November
Certificated shareholders on the register will have their entitlement credited to a nominee account held with the transfer secretaries on Monday, 29 November
Last day to trade letters of allocation on the JSE on Thursday, 9 December
Maximum number of rights offer shares listed and trading therein commences on the JSE on Friday, 10 December
Rights offer closes at 12:00 on (see note 2)Friday, 17 December
Record date for letters of allocation (final record date) on Friday, 17 December
New NEPI shares issued on Monday, 20 December
Dematerialised shareholders' accounts updated and debited by CSDP or broker with new NEPI shares on Monday, 20 December
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 respect of the rights offer shares) on or about Wednesday, 22 December
Refunds (if any) to certificated shareholders in respect of unsuccessful applications made on or about Wednesday, 22 December
New NEPI shares issued in respect of successful excess shares applications for dematerialised shareholders and certificated shareholders on or about Wednesday, 22 December
Dematerialised shareholders' accounts updated and 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 Wednesday, 22 December

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 Stock Exchange at 8.00 a.m. 22 November
Record date for entitlements under the rights Friday offer 26 November
Dispatch of provisional allotment letters and Monday shareholders circular published 29 November
Latest time and date for acceptance and payment Friday in full at 10.00 a.m. 17 December
Dealing in new NEPI shares, commence on AIM as Monday soon as possible after 8.00 a.m. 20 December
Expected dispatch of definitive share Wednesday certificates for the new NEPI shares in certificated form for shareholders on the UK register 29 December

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 rights offer (Note 1)After the rights offerChange after the rights offer (%)
Basic weighted average earnings per share (EUR cents) 6.21 6.63 6.8
Diluted weighted average earnings per share (EUR cents) 5.93 6.40 7.9
Distributable earnings per share (EUR cents) 8.35 8.27 (1.0)
Headline earnings per share (EUR cents) 7.62 7.70 1.0
Diluted headline earnings per share (EUR cents) 7.28 7.44 2.2
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 in issue 49 444 271 64 444 271 30.3
Number of shares in issue for net asset value and net tangible asset value per share purposes 56 268 704 71 268 704 26.7
Number of shares in issue for adjusted net asset value per share purposes 61 933 734 76 933 734 24.2

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