» Financial Effects of the Accelerated Book Build and Total Voting Rights

Financial Effects of the Accelerated Book Build and Total Voting Rights

Posted on: 17 April 2014


Shareholders are referred to the results of the book build announcement released on 8 April 2014 in terms of which shareholders were advised that a total of 13 848 743 new shares (“new shares”) would be issued and listed today, 17 April 2014.

As the number of new shares issued in terms of the book build is in excess of 5% of the number of NEPI shares in issue prior to the book build, the company is in terms of the JSE Listings Requirements, required to publish the financial effects of the issue of the new shares.

Accordingly, the table below sets out the unaudited pro forma financial effects of the distribution election for the six months ended 31 December 2013 (“the distribution election”) and the book build that has been based on NEPI’s audited statement of income for the year ended 31 December 2013 and NEPI’s audited statement of financial position as at 31 December 2013. 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 distribution election and the book build had been implemented on 1 January 2013 and 31 December 2013, 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 distribution election and the book build. The unaudited pro forma financial effects have not been reviewed or reported on by the independent reporting accountants or external auditors.

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 2013. The issue price of R83.50 per new share represents a 2.1% discount to the 30 business day volume weighted average traded price prior to the date that the book build was agreed between NEPI and the parties subscribing for the new shares. The proceeds of the book build will be used to fund future developments and acquisitions of further operating assets.

The table below reflects the unaudited pro forma financial effects of the book build on a NEPI shareholder:

Before the distribution election and the book buildAfter the distribution election and the book buildChange after the distribution election and the book build (%)
Basic weighted average earnings per share (EUR cents) 35.07 32.45 (7.47)
Diluted weighted average earnings per share (EUR cents) 34.04 31.59 (7.20)
Distributable earnings per share (EUR cents) 25.79 24.26 (5.93)
Headline earnings per share (EUR cents) 21.58 20.32 (5.84)
Diluted headline earnings per share (EUR cents) 20.94 19.78 (5.54)
Net asset value per share (EUR) 3.56 3.63 1.97
Net tangible asset value per share (EUR) 3.48 3.55 2.01
Adjusted net asset value per share (EUR) 3.70 3.75 1.35
Weighted average number of shares in issue 163 836 991 182 342 413 11.30
Diluted weighted average number of shares in issue 168 827 400 187 332 822 10.96
Number of shares in issue for net asset value and net tangible asset value per share purposes 199 836 882 218 342 304 9.26
Number of shares in issue for adjusted net asset value per share purposes 204 544 236 223 049 658 9.05

Notes and assumptions

  1. The figures set out in the “Before the distribution election and the book build” column above have been extracted, without adjustment, from the audited statement of income for the year ended 31 December 2013 and the audited statement of financial position as at 31 December 2013.
  2. The book build and the distribution are assumed to have been implemented on 1 January 2013 for basic weighted average earnings, diluted weighted average earnings, distributable earnings, headline earnings and diluted headline earnings per share purposes and on 31 December 2013 for net asset value, adjusted net asset value and net tangible asset value per share purposes.
  3. In respect of the distribution election the following assumptions and adjustments have been made:
    • 4 656 679 new NEPI shares with a par value of EUR0.01 per share were issued on market as listed shares, from the share premium account;
    • an amount of EUR46 567 was transferred from share premium to share capital;
    • estimated costs relating to the distribution election of approximately EUR0.1 million have been written off against share premium; and
    • a EUR:ZAR exchange rate of EUR1.00:R15.00 is assumed to apply.
  4. In respect of the book build the following assumptions and adjustments have been made:
    • 13 848 743 new shares are assumed to be issued pursuant to the book build, thereby raising capital of approximately EUR80 million (approximately R1.156 billion);
    • although the proceeds of the book build are intended to be used to finance yield enhancing investment opportunities in direct property, there are no firm commitments at the date of this announcement to deploy the proceeds which will be received from the book build. Accordingly, there is no factually supportable financial information regarding potential investments. Consequently, it has been assumed that the net proceeds of the book build (after payment of estimated costs of approximately EUR0.43 million) are held in cash and cash equivalents;
    • finance income of EUR1.7 million is assumed to be earned throughout the year ended 31 December 2013 on the net proceeds from the book build at a rate of 2.15%, being the historical interest rate on NEPI’s deposits;
    • estimated costs relating to the book build of approximately EUR0.43 million have been written off against share premium; and
    • a EUR:ZAR exchange rate of EUR1.00:R14.45 is assumed to apply.
  5. Distributable earnings are assumed to be earned evenly throughout the year ended 31 December 2013.
  6. All statement of income adjustments have a continuing effect.

Total Voting Rights

The new shares issued under the book build have been admitted to trading on the JSE Limited, AIM Market of the London Stock Exchange and the Bucharest Stock Exchange today, 17 April 2014 (“admission”).

Following admission, the total issued share capital of the company will increase to 223 049 658 ordinary shares with voting rights. Therefore, the total number of voting rights in NEPI will be 223 049 658 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.