NEP ROC 201705310064A
NEW EUROPE/ROCKCASTLE – Update on merger of NEPI and Rockcastle
NEW EUROPE PROPERTY INVESTMENTS PLC ROCKCASTLE GLOBAL REAL ESTATE COMPANY LIMITED
Incorporated and registered in the Isle of Man with registered Incorporated in the Republic of Mauritius
number 001211V Registration number: 108869 C1/GBL
Registered as an external company with limited liability under JSE share code: ROC
the laws of South Africa, registration number 2009/000025/10 SEM share code: ROCK.N0000
JSE share code: NEP BVB share code: NEP ISIN: MU0364N00003
ISIN: IM00B23XCH02 (“Rockcastle”)
UPDATE ON MERGER OF NEPI AND ROCKCASTLE
In a joint announcement released on the Stock Exchange News Service (“SENS”) of the JSE Limited (the “JSE”) and the websites
of the Bucharest Stock Exchange (the “BVB”) and the Stock Exchange of Mauritius Ltd (the “SEM”) on 14 December 2016,
NEPI and Rockcastle announced their intention to merge their businesses in an entity newly-incorporated in the Isle of Man, NEPI
Rockcastle PLC (“NewCo”) (the “merger transaction”). In a further joint announcement released on 11 May 2017, the parties
announced that the merger transaction would be implemented on the basis of a share swap ratio of one NEPI share for every
4.7 Rockcastle shares (“swap ratio”).
NEPI and Rockcastle are now pleased to announce that (i) the circulars to their respective shareholders in relation to the merger
transaction, each including a notice of general meeting of shareholders regarding the resolutions necessary to implement the
merger transaction (“circulars”) and (ii) the prospectus prepared in connection with NewCo’s listing (“prospectus”), have been
formally approved by the JSE and are expected to be issued on 9 June 2017.
SALIENT TERMS OF THE MERGER TRANSACTION
The parties have agreed that the merger transaction will be implemented as follows:
1. NEPI and Rockcastle will sell all their assets and liabilities, including 100% of their ownership interest in all underlying
subsidiaries (but excluding any NewCo shares), to NewCo, in consideration for rights to have issued a number of NewCo
shares determined based on the swap ratio.
2. Each of the parties will transfer its rights to NewCo shares to its shareholders. Shareholders will be entitled to elect to receive
such rights either:
2.1. pursuant to a distribution in specie made as a return of capital;
2.2. pursuant to a distribution in specie declared as a dividend;
2.3. in the case of NEPI only, in settlement of the consideration for the repurchase by NEPI of all the NEPI shares held
by the relevant shareholder, but only if the shareholder has not elected to receive the distribution in specie as a
dividend (“NEPI repurchase”).
NEPI and Rockcastle will give effect to such shareholder elections to the fullest extent possible, having regard to available
reserves and capital.
3. NewCo will issue NewCo shares to NEPI and Rockcastle shareholders, who will receive 1 NewCo share for every 1 NEPI
share or 4.7 Rockcastle shares held.
4. Subject to the approval of the SEM through the issue of new Listing Particulars by Rockcastle, and if required in order to
satisfy Rockcastle shareholder elections to receive a distribution in specie as a return of capital, NewCo will subscribe for a
number of Rockcastle shares for a consideration equal to the value of a number of NewCo shares determined with reference to
the swap ratio (which are cum the entitlement to participate in the distributions in specie to be declared/made by Rockcastle),
to be paid by set-off, for the purposes of increasing Rockcastle’s stated capital (the “NEPI Rockcastle subscription”).
5. The entire issued share capital of NewCo will be listed on the Main Board of the JSE and on Euronext Amsterdam.
6. NEPI will be delisted from the JSE, with the intention (subject to the approval of the BVB and the Romanian Financial
Supervision Authority) to also delist from the BVB, and ultimately be dissolved. Rockcastle will be delisted from the JSE,
with the intention (subject to the approval of the SEM) to also withdraw from the SEM.
Save for the NEPI Rockcastle subscription, all of the above steps are inter-conditional and form part of the composite merger
transaction, and remain conditional upon those conditions precedent summarised in the joint announcement of 14 December 2016
being satisfied or waived on or before 31 July 2017.
SALIENT DATES AND TIMES
Set out below are the anticipated salient dates and times for implementation of the merger transaction. Full salient dates and times
will be announced upon issue of the circulars and prospectus.
Circulars and prospectus issued Friday, 9 June
Rockcastle general meeting Monday, 3 July
NEPI extraordinary general meeting Thursday, 6 July
Expected date on which the merger transaction becomes unconditional Thursday, 6 July
Merger implementation date and transfer of NEPI and Rockcastle assets to NewCo Tuesday, 11 July
Listing and commencement of trade in NewCo shares on the JSE and on Euronext Amsterdam
at the commencement of trade Wednesday, 12 July
Record date for receipt by NEPI and Rockcastle shareholders of NewCo shares pursuant to the
implementation of the merger transaction Friday, 14 July
Last day for shareholders to lodge elections for distributions in specie or (in the case of NEPI
shareholders) participation in the NEPI repurchase Friday, 14 July
Implementation of the NEPI repurchase. Issue by NewCo of NewCo shares to NEPI
shareholders participating in the NEPI repurchase Monday, 17 July
Issue by NewCo of NewCo shares to NEPI and Rockcastle shareholders receiving the
distributions in specie Monday, 17 July
CSDP/custodian/broker accounts credited/updated with NewCo shares Monday, 17 July
NEPI and Rockcastle delisted from the JSE at the commencement of trade Tuesday, 18 July
NEPI technically delisted from the BVB and Rockcastle technically withdrawn from the SEM
(estimate only) Tuesday, 18 July
NEPI is listed on the JSE and the BVB. Rockcastle has its primary listings on the JSE and the SEM.
If you are a NEPI shareholder, for further information please contact:
Andrew Brooking +27 11 722 3052
Bucharest Stock Exchange advisor
SSIF Intercapital Invest SA
Razvan Pasol +40 21 222 8731
If you are a Rockcastle shareholder, for further information please contact:
Andrew Brooking +27 11 722 3052
SEM authorised representative and sponsor
Perigeum Capital Ltd +230 402 0890
Shamin A. Sookia
31 May 2017
This notice is issued pursuant to the JSE Listings Requirements, the SEM Listing Rule 11.3, the Mauritian Securities Act 2005
and the Listing Rules of the Bucharest Stock Exchange.
The boards of directors of NEPI and Rockcastle accept full responsibility for the accuracy of the information contained in this
Corporate advisor to NEPI; JSE sponsor to Independent JSE transaction sponsor to SEM authorised
NEPI and Rockcastle Rockcastle representative and sponsor
Java Capital Nedbank CIB Perigeum Capital
Date: 31/05/2017 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’).
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