New Europe Property Investments : Results of the Accelerated Book Build, Issue of Equity and Total Voting Rights

(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 JSE share code: NEP BVB share code: NEP ISIN: IM00B23XCH02

("NEPI" or the "Company")

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

NEPI is pleased to announce that it has closed its book build announced earlier today, 24 November 2014. In light of strong demand, the amount of capital to be raised was increased to ZAR2.1 billion (approximately
€150 million). At this level, the book was significantly oversubscribed. The new NEPI shares to be issued to investors on the JSE (South African) share register have been priced at ZAR106.00 per share and on the AIM (UK) share register at EUR7.75 per share. Each of the JSE issue price of ZAR106.00 per share and the AIM issue price of EUR7.75 per share represents a 3.0% discount and a 4.7% discount respectively to the relevant 30-day volume weighted average prices, and a 3.9% discount and a 3.1% discount respectively to the relevant previous closing prices as at Friday, 21 November 2014.
A total of 15,477,962 new NEPI shares on the JSE, and 3,869,491 new NEPI shares on AIM, are expected to be issued and admitted to listing on the JSE and trading on the AIM on Monday, 1 December 2014 ("Admission"). As the total number of NEPI shares to be 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, in terms of the JSE Listings
Requirements, a further announcement will be made setting out the pro forma financial effects of the book build.
Macquarie First South Capital Proprietary Limited and Java Capital are acting as joint bookrunners and lead managers.
The new shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the existing issued shares.
Following Admission, the total issued share capital of the Company will increase to 278,138,240 ordinary shares with voting rights. Therefore, the total number of voting rights in NEPI will be 278,138,240 with effect from Monday, 1 December 2014, 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 Conduct Authority's Disclosure and Transparency Rules.
The equity raising is not an offer to the public as contemplated under the South African Companies Act, No.71 of 2008 as amended ("Companies Act"), nor an offer of securities in any other jurisdiction. Potential investors on the JSE register are only permitted to apply for shares with a minimum total acquisition cost, per single addressee acting as principal, of greater than or equal to ZAR1,000,000, unless the potential investor is a person, acting as principal, whose ordinary business, or part of whose ordinary business, is to deal in securities, whether as principal or agent (in reliance on Section 96(1)(a)(i) and 96(1)(b) of the Companies Act) or such applicant falls within one of the other specified categories of persons listed in section 96(1) of the Companies Act. Participation on AIM will only be available to persons who are qualified investors within the meaning of Section 86(7) of the Financial Services and Markets Act 2000 ("Relevant Persons") (other than South African eligible investors) or who may lawfully be, and are, invited to participate by the Joint Bookrunners.
Settlement of shares on the JSE register will take place within the system administered by STRATE and settlement of shares on the AIM register will take place within the CREST system.
This announcement is not for publication or distribution or release, directly or indirectly, in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia).
This announcement does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration or an exemption from, or transaction not subject to, the registration requirements of the Securities Act. No public offering of securities is being made in the United States. This announcement does not and is not intended to constitute an offer to the public in South Africa in terms of the Companies Act. Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada, Australia or Japan.
This announcement is for information purposes only and in member states of the European Economic Area
(other than the United Kingdom) is directed only at persons who are qualified investors (as defined in article
2(1)(e) of EU directive 2003/71/EC (the "Prospectus Directive") and the relevant implementing rules and regulations adopted by each Member State). In the United Kingdom, this announcement is directed only at the following persons: investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); and high net worth entities, and other person to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order.
This announcement has been issued by and is the sole responsibility of NEPI. No representation or warrant y express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Macquarie First South Capital Proprietary Limited (Joint Bookrunner and Joint Lead Manager), Java Capital (Joint Bookrunner, Joint Lead Manager and JSE Sponsor), Smith & Williamson Corporate Finance Limited (Nominated adviser and broker in the UK) or SSIF Intercapital Invest SA (Romanian advisor) or by any of its respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
FORWARD LOOKING INFORMATION
This announcement contains (or may contain) certain forward-looking statements with respect to certain of NEPI's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. NEPI cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances a number of which are beyond NEPI's control. These forward-looking statements reflect NEPI's judgement at the date of this announcement and are not intended to give any assurance as to future results. Except as required by the JSE, the AIM Rules, the Bucharest Stock Exchange Rules or applicable law, NEPI expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. For further information on NEPI, investors should review the Company's Annual Report and Unaudited condensed consolidated financial results for the nine months ended 30 September 2014 hosted at www.nepinvest.com.
24 November 2014
Contact details
New Europe Property Investments plc
Victor Semionov +40 744 388 023
Joint Bookrunner and Joint Lead Manager
Macquarie First South Capital Proprietary Limited +27 11 583 2000
E-mail: maccapadvecmjo'burg@macquarie.com
Joint Bookrunner, Joint Lead Manager and JSE Sponsor
Java Capital +27 11 283 0050
E-mail: NEPI@javacapital.co.za
South African legal counsel to the Joint Bookrunners and
Joint Lead Managers
Edward Nathan Sonnenbergs Inc. +27 11 269 7689
Nominated Adviser and Broker
Smith & Williamson Corporate Finance Limited
Azhic Basirov +44 20 7131 4000
Romanian advisor
SSIF Intercapital Invest SA
Razvan Pasol +40 21 222 8731

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