TIDMNEPI
RNS Number : 4803J
New Europe Property Investments PLC
09 September 2016
NEW EUROPE PROPERTY INVESTMENTS PLC
AIM share code: NEPI JSE share code: NEP BVB share code: NEP
ISIN: IM00B23XCH02
Current report according to Law no. 297/2004, Regulation no.
1/2006
Registered office: 2(nd) floor Anglo International House, Lord
Street Douglas, Isle of Man IM1 4LN
Company registration number: 001211V
(Registered as an external company with limited liability under
the laws of South Africa, registration number 2009/000025/10)
Regulated markets on which the issued shares are traded:
Bucharest Stock Exchange, JSE
("NEPI" or "the Company")
IMPORTANT EVENTS TO BE REPORTED: CANCELLATION OF ADMISSION OF
THE COMPANY'S SHARES TO TRADING ON AIM
1. Introduction
Following a careful review of the benefits and drawbacks of
being an AIM quoted company, the Board has concluded that
cancellation of the admission of NEPI Shares to trading on AIM
("Cancellation" or "Delisting") is in the best interests of the
Company.
It is anticipated that trading in NEPI Shares on AIM will cease
at close of business on 7 October 2016. Delisting will take effect
when a Dealing Notice is issued, which is expected to be at 7.00
a.m. (UK time) on 10 October 2016.
Pursuant to Rule 41 of the AIM Rules, the Company, through its
nominated adviser, Smith & Williamson, (i) has notified the
London Stock Exchange of the proposed Cancellation and intended
Cancellation date and (ii) has agreed with the London Stock
Exchange that, given NEPI Shares are traded on the JSE Limited and
the Bucharest Stock Exchange and Shareholders will therefore
continue to be able to trade NEPI Shares following Delisting,
Cancellation will not require (and is therefore not conditional
upon) Shareholder consent in general meeting.
The JSE has been notified of Delisting in terms of paragraph
18.23 of the JSE Listings Requirements and Shareholders are hereby
notified of Delisting including for the purposes of Rule 41 of the
AIM Rules. The Company will continue to maintain its listings on
the JSE and the BVB. Shareholders wishing to trade NEPI Shares
after Cancellation will be able to do so on either the JSE or BVB
as described below.
In order for UK Shareholders to be able to trade their NEPI
Shares on the JSE or the BVB following Delisting, they will need to
follow the procedures outlined below to transfer their NEPI Shares
to either (i) the South African Register for trading on the JSE or
(ii) to the Romanian Central Depository Account for trading on the
BVB.
UK Shareholders should note that if they take no action and do
not transfer their NEPI Shares from the UK Register to either the
South African Register for trading on the JSE or to the Romanian
Central Depository Account for trading on the BVB then, following
Delisting, they will be unable to trade their NEPI Shares.
Shareholders' voting rights and entitlements to distributions
will not be affected by Delisting.
2. Background and reasons for Delisting
The Board has conducted a review of the benefits and drawbacks
to NEPI retaining its quotation on AIM. The Board believes that
Delisting is in the best interests of the Company and its
Shareholders as a whole and in reaching this conclusion, the Board
has considered a number of key factors.
NEPI Shares have been admitted to trading on AIM since 22 August
2007. NEPI Shares were initially listed on the Alternative Exchange
('AltX') of the JSE on 17 April 2009 and subsequently transferred
to the Main Board of the JSE on 4 August 2010. In addition, NEPI
Shares were listed on the BVB on 20 June 2011 and the Company has
maintained its multiple listing status since then.
Since 2013, NEPI has completed a number of accelerated book
builds to raise equity predominantly from investors based in South
Africa. As a result, the number of NEPI Shares registered and
maintained on the South African Register has risen to approximately
99% of the issued share capital of NEPI as at the last practicable
date prior to publication of this announcement. The Board has no
current plans to raise additional capital through the AIM
Market.
Whilst NEPI remains cognisant of the interests of all
Shareholders, the rationale for Delisting is informed by the low
volume of trade in NEPI Shares on AIM which has reduced
significantly.
In light of the above, the Board has undertaken a careful review
of the costs and benefits of maintaining a quotation on AIM and has
concluded that the costs to the Company (including management
resources and time) and regulatory requirements associated with
maintaining its AIM quotation outweigh the benefits. After careful
consideration, the Board has concluded that it is in the best
interests of the Company and Shareholders as a whole if the
Company's admission to trading on AIM is cancelled.
NEPI Shares will continue to be listed on the JSE and the BVB.
Following Cancellation, UK Shareholders will be able to trade their
NEPI Shares on the JSE or the BVB by following the procedures
outlined below.
Delisting may have positive or negative taxation consequences
for UK Shareholders. UK Shareholders who are in any doubt about
their tax position should consult their own professional
independent adviser immediately.
3. City Code
Shareholders should note that following and as a consequence of
Cancellation, the City Code will no longer apply to the Company and
Shareholders will no longer be afforded the protections provided by
the City Code in respect of their NEPI Shares.
4. Process for Delisting
Pursuant to AIM Rule 41, a cancellation of admission to trading
on AIM is, unless the London Stock Exchange otherwise agrees,
conditional upon the consent of not less than 75 per cent of votes
cast by shareholders (in person or by proxy) at a general meeting.
Shareholders should note that the Company, through its nominated
adviser, Smith & Williamson, has consulted and agreed with the
London Stock Exchange that, given NEPI Shares are traded on the JSE
and the BVB, Shareholder consent to Delisting at a general meeting
is not required.
Furthermore, Rule 41 of the AIM Rules requires an AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify such intended cancellation
and separately inform the London Stock Exchange of its preferred
cancellation date at least 20 business days prior to such date. In
accordance with AIM Rule 41, the Directors have notified the London
Stock Exchange of the Company's intention to cancel the Company's
admission of the Ordinary Shares to trading on AIM. Accordingly,
Delisting will become effective at 7.00 a.m. on 10 October
2016.
After Delisting, the Company will no longer be subject to the
AIM Rules and will not be required to retain a nominated adviser or
broker.
Following Delisting, the Board intends to continue to operate
the Group's business in the same manner and with the same strategy
as at present.
5. Action to be taken by UK Shareholders
A UK Shareholder can elect to:
(i) Transfer such Shareholder's NEPI Shares to the South African
Register in order to trade such NEPI Shares on the JSE following
Delisting (see paragraph 6 below); or
(ii) Transfer such Shareholder's NEPI Shares to the Romanian
Central Depositary Account in order to trade such NEPI Shares on
the BVB following Delisting (see paragraph 7 below).
UK Shareholders should note that cash dividends payable to
Shareholders holding NEPI Shares on the South African Register will
be denominated in Rand and cash dividends payable to Shareholders
holding NEPI Shares in the Romanian Central Depository Account will
be denominated in Euros.
UK Shareholders should also note that if they take no action and
do not transfer their NEPI Shares from the UK Register to the South
African Register for trading on the JSE or to the Romanian Central
Depositary Account for trading on the BVB they will not be able to
trade their NEPI Shares following Delisting but will continue to be
able to receive distributions (denominated in Euros) and be able to
participate in corporate actions.
6. Transfer of NEPI Shares to the South African Register and trading NEPI Shares on the JSE
The JSE is one of the world's major stock markets. Share trading
in South Africa is on "T+3 settlement", meaning that share
transactions are settled (i.e. both money and securities) 3
business days after the relevant trading date.
Parties trading in NEPI Shares on the JSE must settle their
trades through their stockbrokers directly or through custodians.
For those Shareholders who have deposited their NEPI Shares in a
South African broking account or in their designated South African
based CSDP stock account, settlement is effected electronically
with Strate, the registered central securities depository in terms
of the Financial Markets Act.
Any UK Shareholder who already has a South African brokerage
account may transfer such Shareholder's NEPI Shares onto the South
African Register before Delisting takes effect using the existing
transfer process in place between Computershare UK and
Computershare South Africa as described below. Computershare UK can
be contacted at !AllJEGlobalTransactionTeam@computershare.co.je
should you have any queries in relation to the share transfer
process.
6.1. Certificated Shareholders holding NEPI Shares on the UK
Register wishing to transfer to the South African Register
UK Shareholders who hold Certificated Shares on the UK Register
who wish to transfer their NEPI Shares to the South African
Register must submit a removal form and their current valid share
certificate to Computershare UK, Queensway House, Hilgrove Street,
St Helier, Jersey JE1 1ES. Copies of the removal form can be
requested from Computershare UK at
!AllJEGlobalTransactionTeam@computershare.co.je. Once processed,
shareholders will receive new share certificates issued on the
South African Register in respect of their NEPI Shares.
6.2. Uncertificated Shareholders holding NEPI Shares on the UK
Register wishing to transfer to the South African Register
Uncertificated Shareholders are advised that NEPI Shares can
only be transferred from the UK Register to the South African
Register in certificated form. Prior to transferring their NEPI
Shares to the South African Register, UK Shareholders who hold
their Uncertificated Shares on the UK Register must convert their
Uncertificated Shares to Certificated Shares by completing a stock
withdrawal form through their broker. Once such NEPI Shares have
been converted into certificated form, a removal form must be
completed and posted, along with the UK Shareholder's original
share certificate, to Computershare UK, Queensway House, Hilgrove
Street, St Helier, Jersey JE1 1ES. Copies of the removal form can
be requested from Computershare UK at
!AllJEGlobalTransactionTeam@computershare.co.je.
6.3. Trading NEPI Shares on the JSE
After transferring their NEPI Shares from the UK Register to the
South African Register, Shareholders on the UK Register will be
able to trade their NEPI Shares on the JSE in a similar manner as
for AIM quoted companies, either by liaising directly with their
broker or through an internet trading account. Shares can only be
traded on the JSE in uncertificated form. Accordingly, before
trading NEPI Shares on the JSE, Shareholders whose NEPI Shares are
currently on the UK Register will need to open a brokerage or CSDP
account and convert their Certificated Shares to Uncertificated
(dematerialised) Shares (as described above).
The steps Certificated Shareholders need to take in order to
trade their Certificated Shares on the JSE are as follows:
(i) contact a South African broker or a UK broker with South
African partners to establish a trading account on the JSE. You
will need to provide your broker with all documents requested in
respect of your Certificated Shares and for the purposes of opening
a JSE trading account;
(ii) in order to trade, UK Shareholders are required to
surrender their share certificates to Computershare UK together
with details of their South African brokerage or CSDP account.
Computershare UK can be contacted by email at
!AllJEGlobalTransactionTeam@computershare.co.je should you have any
queries in relation to surrendering your share certificate;
Computershare South Africa is available to assist shareholders
to trade their NEPI Shares on the JSE and can be contacted by email
at Removals@Computershare.co.za should you require assistance in
opening a South African brokerage account;
(iii) once your NEPI Shares have been transferred into your
South African brokerage account, you will be free to trade in your
NEPI Shares, in a similar manner as for AIM quoted companies.
7. Transfer of NEPI Shares to the Romanian Central Depository
Account and trading NEPI Shares on the BVB
Share trading in Romania is on "T+2 settlement", meaning that
share transactions are settled (i.e. both money and securities) 2
business days after the relevant trading date.
Parties trading in shares in Romania must settle their trades
executed on the BVB through their stockbrokers directly or through
custodians. Settlement is effected electronically by the Central
Depository.
Information regarding the Central Depository participants and
contact details can be found at
https://www.depozitarulcentral.ro/home/index.aspx should any UK
Shareholders require assistance in opening a Romanian brokerage
account.
7.1 Certificated Shareholders holding NEPI Shares on the UK
Register wishing to transfer to the Romanian Central Depositary
Account
Certificated Shareholders are advised that NEPI Shares can only
be transferred from the UK Register to the Romanian Central
Depositary Account in uncertificated form and that NEPI Shares can
only be traded in uncertificated form on the BVB. In order to
transfer their NEPI Shares to the Romanian Central Depository
Account for trading on the BVB, UK Shareholders who hold their
Certificated Shares on the UK Register must first convert their
Certificated Shares to Uncertificated Shares by contacting their UK
broker. To transfer their NEPI Shares to the Romanian Central
Depository Account, UK Shareholders will also need to open a
custodian or a brokerage account with a custodian or a broker in
Romania that is a participant in the Central Depository if they do
not already have an account.
7.2 Uncertificated Shareholders holding NEPI Shares on the UK
Register wishing to transfer to the Romanian Central Depositary
Account
UK Shareholders who hold their Uncertificated Shares on the UK
Register wishing to transfer their NEPI Shares to the Romanian
Central Depositary Account in order to trade their NEPI Shares on
the BVB must liaise with their UK broker and their Romanian broker
or custodian to arrange for an intra-CREST transfer to be completed
into an account opened by them with a Romanian broker or custodian
who is a member of the Central Depository. UK Shareholders will
need to open a custodian or a brokerage account with a custodian or
a broker that is a participant in the Central Depository if they do
not already have an account.
7.3 Trading NEPI Shares on the BVB
Romania follows general EU regulations regarding opening of
brokerage accounts and trading of shares. In order to trade their
shares on the BVB, UK Shareholders will need to have a brokerage
account opened with a broker in Romania.
The Company cannot advise Shareholders on tax or other
consequences of moving NEPI Shares to the South African Register or
Romanian Central Depositary Account as it will depend on the
jurisdiction in which each Shareholder resides. Shareholders should
take their own professional advice on such matters.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Date of this announcement 9 September 2016
Delisting from AIM 10 October 2016
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"AIM" or the "AIM the market of that name operated
Market" by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies
published by the London Stock
Exchange from time to time;
"Board" or "Directors" the board of Directors for
the time being of the Company
acting either by itself or
through any committee thereof
to or upon whom the powers
of the directors in are delegated
or are conferred;
"BVB" Bucharest Stock Exchange;
"business day" any day, other than a Saturday,
Sunday or public holiday
in the United Kingdom, South
Africa or Romania;
"Cancellation" or the cancellation of admission
"Delisting" of the Shares to trading
on AIM becoming effective
in accordance with Rule 41
of the AIM Rules as described
in this announcement;
"Central Depository" Depozitarul Central S.A.,
or "Romanian Central a joint stock company duly
Depository" incorporated in accordance
with the laws of Romania,
authorised by the FSA and
the National Bank of Romania,
as central securities depositary
and which is responsible
for the electronic settlement
system on the BVB;
"Certificated Shares" a share or other security
registered on the UK Register
which is not in uncertificated
form (that is not in CREST);
"City Code" the City Code on Takeovers
and Mergers issued and administered
by the Panel;
"Company" or "NEPI" New Europe Property Investments
PLC, incorporated and registered
in the Isle of Man (Registered
number 001211V) and registered
as an external company with
limited liability under the
laws of South Africa (Registration
number 2009/000025/10);
"CREST" the system for the paperless
settlement of trades in securities
and the holding of uncertificated
securities operated by Euroclear
UK and Ireland Limited;
"CSDP" Central Securities Depository
Participant defined as a
"participant" in section
1 of the Financial Markets
Act and appointed by individual
NEPI shareholders for purposes
of, and in regard to, dematerialisation
of documents of title for
the purpose of incorporation
into Strate;
"Dealing Notice" a notification by the London
Stock Exchange disseminated
through the regulatory information
service operated by the London
Stock Exchange giving notice
that NEPI Shares are cancelled
from trading on AIM expected
to be at 7.00a.m. on 10 October
2016;
"Euroclear" Euroclear UK & Ireland Limited;
"Financial Markets Financial Markets Act of
Act" South Africa Act 19 of 2012,
as amended;
"FSA" means the Financial Supervision
Authority (in Romanian "Autoritatea
de SupraveghereFinanciara"),
the regulatory authority
which exercises the supervision
over the capital market,
regulated markets and operations
with securities in Romania;
"Group" the Company and its subsidiaries;
"JSE" JSE Limited (Registration
number 2005/022939/06), a
public company incorporated
in accordance with the laws
of South Africa and licensed
as an exchange under the
Financial Markets Act;
"JSE Listings Requirements" the Listings Requirements
as published by the JSE,
as amended from time to time;
"last practicable the last practicable date
date" prior to release of this
announcement, being 8 September
2016;
"London Stock Exchange" London Stock Exchange plc;
or "LSE"
"NEPI Shares" 318,843,185 ordinary shares
in the share capital of NEPI
with a par value of EUR0.01
each in issue as at the date
of this announcement;
"Panel" or "Takeover the Panel on Takeovers and
Panel" Mergers in the United Kingdom;
"RNS" Regulatory News Service of
the LSE;
"Romania" the Republic of Romania;
"Romanian Central the securities account opened
Depositary Account" by the Romanian Central Depositary
custodian on behalf of the
Central Depository in CREST
and reflected on the share
register maintained on behalf
of the Company by the UK
Transfer Secretaries in Jersey;
"SENS" Stock Exchange News Service
of the JSE;
"Shareholder(s)" a registered holder of NEPI
Shares registered on the
South African Register, the
UK Register or in the Romanian
Central Depositary Account;
"Smith & Williamson" Smith & Williamson Corporate
Finance Limited (registration
number 04533970), 25 Moorgate,
London EC2R 6AY, United Kingdom;
"South Africa" the Republic of South Africa;
"South African Transfer Computershare Investor Services
Secretaries" or "Computershare Proprietary Limited, Ground
South Africa" Floor, 70 Marshall Street,
Johannesburg, 2001;
"South African Register" the share register maintained
on behalf of the Company
in South Africa by the South
African Transfer Secretaries;
"Strate" the settlement and clearing
system used by the JSE, managed
by Strate Limited (registration
number 1998/022242/06), a
limited liability public
company duly incorporated
in South Africa;
"UK" or "United Kingdom" the United Kingdom of Great
Britain and Northern Ireland;
"UK Certificated Shareholder" UK Shareholders holding Certificated
Shares in the Company;
"UK Uncertificated UK Shareholders who hold
Shareholders" shares in dematerialised
(uncertificated) form through
CREST;
"UK Register" the share register maintained
on behalf of the company
in Jersey by the UK Transfer
Secretaries, excluding the
Romanian Central Depositary
Account and South African
Register;
"UK Shareholders" a registered holder of NEPI
shares registered on the
UK Register;
"UK Transfer Secretaries" Computershare Offshore, Queensway
or "Computershare House, Hilgrove Street, St
UK" Helier Jersey, JEI IES; and
"Uncertificated Shares" a share or other security
which is recorded on the
register of members as being
held in uncertificated form
in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means
of CREST.
9 September 2016
For further information please contact:
New Europe Property Investments
plc
Mirela Covasa +40 21 232 1398
------------------------------------------------- -----------------
AIM Nominated Advisor and
Broker
Smith & Williamson Corporate
Finance Limited
Azhic Basirov/Katy Birkin +44 20 7131 4000
------------------------------------------------- -----------------
JSE sponsor
Java Capital
Andrew Brooking +27 11 722 3052
------------------------------------------------- -----------------
BVB advisor
SSIF Intercapital Invest
SA
Razvan Pasol +40 21 222 8731
------------------------------------------------- -----------------
Computershare UK (Jersey)
!AllJEGlobalTransactionTeam@computershare.co.je
------------------------------------------------- -----------------
Computershare South Africa
Removals@Computershare.co.za
------------------------------------------------- -----------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCAKCDPPBKDNCK
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September 09, 2016 11:56 ET (15:56 GMT)
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