Issue of Equity, Total Voting Rights and Financial Effects
Posted on: 15 May 2012
NEPI advises that it has placed a total of 13,505,201 new ordinary shares in the Company (“New Shares”) with shareholders registered on the United Kingdom register at a price of EUR 3.20 per share pursuant to a placement for cash, raising gross proceeds of EUR 43.22 million (the “Private Placement”). The issue price of EUR 3.20 represents a 6.8% discount to the 30 business day volume weighted average traded price prior to the date that the Private Placement was agreed between NEPI and the parties subscribing for the New Shares. The proceeds of the Private Placement will be used to fund developments and acquisitions of further operating assets.
Application has been made for the New Shares issued under the Private Placement to be admitted to trading on the JSE Limited, AIM and the Bucharest Stock Exchange (“BVB”) which is expected to take place on 22 May 2012 (“Admission”).
Total Voting Rights
Following Admission, the total issued share capital of the Company will increase to 123,406,951 Ordinary Shares with voting rights. Therefore, the total number of voting rights in NEPI will be 123,406,951 which may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, NEPI under the UK Financial Services Authority's Disclosure and Transparency Rules.
Financial Effects of the Private Placements
In terms of the Listings Requirements of the JSE Limited, the Company is required to publish the financial effects of the issue of shares in terms of its approved general authority, which on a cumulative basis within a financial year exceeds 5% or more of the number of shares in issue prior to these issues.
Shareholders are referred to the announcement released on 3 May 2012, in terms of which NEPI advised that it has placed a total of 1,600,000 new ordinary shares in the Company with shareholders registered on the United Kingdom and the Romanian registers at a price of EUR 3.20 per share, pursuant to a placement for cash, raising gross proceeds of EUR 5.12 million (“3 May Private Placement”).
As a result of the 3 May Private Placement and the Private Placement (collectively, the “Private Placements”), the Company has crossed the 5% threshold and accordingly the table below sets out the unaudited pro forma financial effects of the Private Placements based on NEPI’s audited consolidated statement of comprehensive income for the year ended 31 December 2011 and NEPI’s audited consolidated statement of financial position as at 31 December 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 Private Placements had been implemented on 1 January 2011 and 31 December 2011, respectively.
Due to their nature the unaudited pro forma financial effects may not give a fair reflection of NEPI’s financial position, changes in equity, results of operations and cash flows subsequent to the Private Placements. The unaudited pro forma financial effects have not been reviewed or reported on by the independent reporting accountants.
The unaudited pro forma financial effects have been prepared in accordance with the accounting policies of the NEPI group that were used in the preparation of the results for the year ended 31 December 2011.
The table below reflects the unaudited pro forma financial effects of the Private Placements on a NEPI shareholder:
|Before the Private Placements Note 1||After the Private Placements||Change after the Private Placements (%)|
|Basic weighted average earnings per share (EUR cents)||23.86||22.08||(7.46)%|
|Diluted weighted average earnings per share (EUR cents)||22.28||20.83||(6.51)%|
|Distributable earnings per share (EUR cents)||24.67||23.04||(6.61)%|
|Headline earnings per share (EUR cents)||20.04||18.87||(5.84)%|
|Diluted headline earnings per share (EUR cents)||18.70||17.80||(4.81)%|
|Net asset value per share (EUR)||2.41||2.52||4.56%|
|Adjusted net asset value per share (EUR)||2.43||2.53||4.12%|
|Net tangible asset value per share (EUR)||2.27||2.40||5.73%|
|Weighted average number of shares in issue||78 659 834||93 765 035||19.20%|
|Diluted weighted average number of shares in issue||84 264 285||99 369 486||17.93%|
|Number of shares in issue for net asset value and net tangible asset value per share purposes||97 569 456||112 674 657||15.48%|
|Number of shares in issue for adjusted net asset value per share purposes||102 783 693||117 888 894||14.70%|
Notes and assumptions
- The figures set out in the “Before the Private Placements” column above have been extracted from the audited consolidated statement of comprehensive income for the year ended 31 December 2011 and the audited consolidated statement of financial position as at 31 December 2011.
- The Private Placements are 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 31 December 2011 for net asset value, adjusted net asset value and net tangible asset value per share purposes.
- 15,105,201 new shares are assumed to be issued pursuant to the Private Placements, thereby raising capital of EUR 48.3 million.
- Although the proceeds of the Private Placements 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 Private Placements. Accordingly, there is no factually supportable financial information regarding potential investments. Consequently, it has been assumed that the net proceeds of the Private Placements (after payment of estimated costs of approximately EUR 64,000) are held in cash and cash equivalents.
- Finance income of EUR 1.9 million is assumed to be earned throughout the year ended 31 December 2011 on the net proceeds from the Private Placements at a rate of 4%, being the interest rate on NEPI’s current account.
- Estimated costs relating to the Private Placements of approximately EUR 64,000 have been written off against share premium.
- All statement of comprehensive income adjustments have a continuing effect.