NEP - New Europe Property Investments plc - Issue of equity, Total Voting Rights
and Financial effects
New Europe Property Investments plc
(Incorporated and registered in the Isle of Man with registered number 001211V)
(Registered as an external company with limited liability under the laws of
South Africa, registration number 2009/000025/10)
AIM share code: NEPI
BVB share code: NEP
JSE share code: NEP
("NEPI" or the "Company")
ISSUE OF EQUITY, TOTAL VOTING RIGHTS AND FINANCIAL EFFECTS
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 After the Change
Private Private after the
Placements Placements Private
Note 1 Placement
Basic weighted average earnings per 23.86 22.08 (7.46)%
share (EUR cents)
Diluted weighted average earnings per 22.28 20.83 (6.51)%
share (EUR cents)
Distributable earnings per share (EUR 24.67 23.04 (6.61)%
Headline earnings per share (EUR 20.04 18.87 (5.84)%
Diluted headline earnings per share 18.70 17.80 (4.81)%
Net asset value per share (EUR) 2.41 2.52 4.56%
Adjusted net asset value per share 2.43 2.53 4.12%
Net tangible asset value per share 2.27 2.40 5.73%
Weighted average number of shares in 78 659 834 93 765 035 19.20%
Diluted weighted average number of 84 264 285 99 369 486 17.93%
shares in issue
Number of shares in issue for net 97 569 456 112 674 15.48%
asset value and net tangible asset 657
value per share purposes
Number of shares in issue for adjusted 102 783 693 117 888 14.70%
net asset value per share purposes 894
Notes and assumptions:
1 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.
2 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.
3 15,105,201 new shares are assumed to be issued pursuant to the Private
Placements, thereby raising capital of EUR 48.3 million.
4 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.
5 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.
6 Estimated costs relating to the Private Placements of approximately EUR
64,000 have been written off against share premium.
7 All statement of comprehensive income adjustments have a continuing effect.
15 May 2012
For further information please contact:
New Europe Property Investments plc +40 74 432 8882
Nominated Adviser and Broker +44 20 7131 4000
Smith & Williamson Corporate Finance Limited
Azhic Basirov/Siobhan Sergeant
JSE sponsor +27 11 283 0042
Romanian advisor +40 21 222 8731
SSIF Intercapital Invest SA
Date: 15/05/2012 17:05:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.