» Rights Offer Declaration Announcement

Rights Offer Declaration Announcement

Posted on: 5 October 2012


Introduction

It is the intention of NEPI to undertake a rights offer to all NEPI shareholders in order to raise approximately €50 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 a total of 12 345 680 new NEPI shares (“new NEPI shares” or “rights offer shares”) in the ratio of 9.37648 new NEPI shares for every 100 ordinary shares held by them on Friday, 26 October 2012 for shareholders on either the South African share register or the UK share register, or on Monday, 22 October 2012 for shareholders registered in Romania.

The subscription price for rights offer shares is €4.05 per rights offer share for shareholders on the UK share register and for shareholders registered in Romania and R43.50 per rights offer share for shareholders on the SA share register, calculated using a EUR:ZAR exchange rate of €1.00:R10.74.

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 JSE code: NEPN and ISIN: IM00B8G37960.

Subject to receiving the necessary approvals from the BVB and Romanian National Securities Commission, it is intended that 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 BVB code: NEPR02 and ISIN: IM00B8FJ9339.

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.

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

Finalisation announcement released on SENS onFriday, 12 October 2012
Last day to trade in NEPI shares in order to participate in the rights offer onFriday, 19 October 2012
Listing and trading of letters of allocation on the JSE onMonday, 22 October 2012
NEPI shares commence trading on the JSE ex-rights offer entitlement onMonday, 22 October 2012
Record date for determination of shareholders entitled to participate in the rights offer (initial record date) onFriday, 26 October 2012
Rights offer opens at 09:00 onMonday, 29 October 2012
Rights offer circular and form of instruction posted to shareholders, where applicable, onMonday, 29 October 2012
Dematerialised shareholders will have their accounts at their CSDP or broker automatically credited with their entitlement onMonday, 29 October 2012
Certificated shareholders on the register will have their entitlement credited to a nominee account held with the South African transfer secretaries (Computershare Investor Services (Proprietary) Limited) onMonday, 29 October 2012
Last day to trade letters of allocation on the JSE onFriday, 9 November 2012
Maximum number of rights offer shares listed and trading therein commences on the JSE onMonday, 12 November 2012
Rights offer closes at 12:00 on (see note 2)Friday, 16 November 2012
Record date for letters of allocation (final record date) onFriday, 16 November 2012
Results of the rights offer announced on SENS onMonday, 19 November 2012
Results of the rights offer announced in the press in South Africa onTuesday, 20 November 2012
New NEPI shares issued onTuesday, 20 November 2012
Dematerialised shareholders’ accounts updated and debited by their CSDP or broker with new NEPI shares onTuesday, 20 November 2012
Certificates posted to certificated shareholders (in respect of the rights offer shares) on or aboutWednesday, 21 November 2012
Refunds (if any) to certificated shareholders in respect of unsuccessful applications made on or aboutWednesday, 21 November 2012
New NEPI shares issued in respect of successful excess shares applications for dematerialised shareholders and certificated shareholders on or aboutWednesday, 21 November 2012
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 aboutWednesday, 21 November 2012

Notes

  1. All times indicated in this timetable 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 October 2012 and Friday, 26 October 2012, both days inclusive.
  4. Transfers between the SA share register, the UK share register and the Romanian Central Depository may not take place between Monday, 22 October 2012 and Friday, 26 October 2012, 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.
  7. The rights offer shares will be issued on the SA, UK and Romanian share registers on the same date, being Tuesday, 20 November 2012.

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.

NEPI shares marked “ex-rights” by the London Stock Exchange at 8.00 a.m.Monday, 22 October 2012
Record date for entitlements under the rights offerFriday, 26 October 2012
Dispatch of provisional allotment letters and shareholders circular publishedMonday, 29 October 2012
Latest time and date for acceptance and payment in full at 10.00 a.m.Friday, 16 November 2012
Results of the rights offer announced on RNSMonday, 19 November 2012 2012
Dealing in new NEPI shares, commence on AIM at 8.00 a.m.Tuesday, 20 November 2012
Allocation of excess shares in respect of successful excess shares applications onTuesday, 20 November 2012
Expected dispatch of definitive share certificates for the new NEPI shares in certificated form for shareholders on the UK registerWednesday, 21 November 2012
Refunds (if any) to shareholders in respect of unsuccessful excess shares applications made on or aboutWednesday, 21 November 2012
New NEPI shares issued in respect of successful excess shares applications for dematerialised shareholders and certificated shares on or aboutWednesday, 21 November 2012

Notes

  1. References to times in this timetable are to London time unless otherwise stated.
  2. Share certificates may not be dematerialised or rematerialised between Monday, 22 October 2012 and Friday, 26 October 2012, both days inclusive.
  3. Transfers between the SA share register, the UK share register and the Romanian Central Depository may not take place between Monday, 22 October 2012 and Friday, 26 October 2012, both days inclusive.
  4. The rights offer shares will be issued on the SA, UK and Romanian share registers on the same date being Tuesday, 20 November 2012.

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:

Finalisation announcement released on the BVB onFriday, 12 October 2012
Publication of Presentation Document on the BVB website and in a national Romanian newspaperFriday, 12 October 2012
Last date to be registered as NEPI shareholder in order to be entitled to receive pre-emptive rightsMonday, 22 October 2012
Commence trading pre-emptive rights on the BVBTuesday, 30 October 2012
Pre-emptive rights available for transfer into individual accounts of NEPI shareholders registered in RomaniaTuesday, 30 October 2012
Last day to trade rights on the BVBFriday, 2 November 2012
Record date for determination of pre-emptive rights 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 sharesWednesday, 7 November 2012
Subscription period on the BVB opens at 12:00 p.m.Wednesday, 7 November 2012
Subscription period on the BVB closes at 12:00 p.m.Monday, 12 November 2012
Announce results of the rights offer (BVB)Monday, 19 November 2012
Credit shares to the global accounts of the brokers/custodians where the pre-emptive rights holders have their individual accounts for preemptive rights holders who have exercised their rightsTuesday, 20 November 2012
Allocation of excess shares in respect of successful excess shares applications onTuesday, 20 November 2012
Refunds (if any) to shareholders in respect of unsuccessful excess shares applications made on or aboutWednesday, 21 November 2012
New NEPI shares credited to the global accounts of 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 aboutWednesday, 21 November 2012

Note

  1. References to times in this timetable are to Romanian time unless otherwise stated.
  2. Transfers between the SA share register, the UK share register and the Romanian Central Depository may not take place between Monday, 22 October 2012 and Friday, 26 October 2012, both days inclusive.
  3. The rights offer shares will be issued on the SA, UK and Romanian share registers on the same date being Tuesday, 20 November 2012.

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 Tuesday, 20 November 2012, 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 2012 and NEPI’s unaudited interim consolidated statement of financial position as at 30 June 2012. 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 2012 and 30 June 2012, respectively.

The unaudited pro forma consolidated statement of comprehensive income for the six months ended 30 June 2012 and the unaudited pro forma consolidated statement of financial position as at 30 June 2012 of the NEPI group 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 2012.

Before the rights offerAfter the rights offerChange after the rights offer
Note 1(%)
Basic weighted average earnings per share (EUR cents)13.6113.04(4.2)
Diluted weighted average earnings per share (EUR cents)12.9712.48(3.8)
Distributable earnings per share (EUR cents)15.8015.11(4.4)
Headline earnings per share (EUR cents)13.6113.04(4.2)
Diluted headline earnings per share (EUR cents)12.9712.48(3.8)
Net asset value per share (EUR)2.592.735.4
Adjusted net asset value per share (EUR)2.632.754.6
Net tangible asset value per share (EUR)2.482.625.6
Weighted average number of shares in issue105 639 309117 984 98911.7
Diluted weighted average number of shares in issue110 853 546123 199 22611.1
Number of shares in issue for net asset value and net tangible asset value per share purposes120 247 714132 593 39410.3
Number of shares in issue for adjusted net asset value per share purposes125 461 951137 807 6329.8

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 2012 and the unaudited interim consolidated statement of financial position as at 30 June 2012.
  2. The rights offer is assumed to have been implemented on 1 January 2012 for basic weighted average earnings, diluted weighted average earnings, distributable earnings, headline earnings and diluted headline earnings per share purposes and on 30 June 2012 for net asset value, adjusted net asset value and net tangible asset value per share purposes.
  3. 12 345 680 rights offer shares are assumed to be issued pursuant to the rights offer, thereby raising capital of €50 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 €0.16 million) have been utilised to partially repay interest-bearing borrowings of approximately €49.84 million.
  5. Finance expense is assumed to be reduced as a result of the repayment of approximately €49.84 million of interest-bearing borrowings at the beginning of the six months ended 30 June 2012. A cost of debt of 4.02%, being the interest rate on the loans which are assumed to be repaid, is assumed to apply throughout the six months ended 30 June 2012.
  6. Estimated costs related to the rights offer of approximately €0.16 million have been written off against share premium.
  7. A EUR:ZAR exchange rate of €1.00:R10.74 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 Monday, 29 October 2012 and will be made available on the company’s website www.nepi.uk.com as from Monday, 29 October 2012 and on the BVB’s website (www.bvb.ro) from Monday, 29 October 2012.