Shareholders are referred to the results of the book build announcement released on 15 April 2013 in terms of which shareholders were advised that a total of 11 290 323 new shares (“new shares”) would be issued and listed today, 24 April 2013.
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 book build based on NEPI’s audited consolidated statement of income for the year ended 31 December 2012 and NEPI’s audited consolidated statement of financial position as at 31 December 2012. 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 book build had been implemented on 1 January 2012 and 31 December 2012, 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 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 2012. The issue price of R62.00 represents a 2.61% 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 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 book build Note 1 | After the book build | Change after the book build (%) | |
| Basic weighted average earnings per share (EUR cents) | 28.48 | 27.46 | (3.6) |
| Diluted weighted average earnings per share (EUR cents) | 27.27 | 26.40 | (3.2) |
| Distributable earnings per share (EUR cents) | 25.95 | 25.28 | (2.6) |
| Headline earnings per share (EUR cents) | 22.93 | 22.40 | (2.3) |
| Diluted headline earnings per share (EUR cents) | 21.96 | 21.53 | (2.0) |
| Net asset value per share (EUR) | 2.83 | 3.00 | 6.0 |
| Net tangible asset value per share (EUR) | 2.73 | 2.92 | 7.0 |
| Adjusted net asset value per share (EUR) | 2.88 | 3.04 | 5.6 |
| Weighted average number of shares in issue | 116 238 121 | 127 528 444 | 9.7 |
| Diluted weighted average number of shares in issue | 121 391 646 | 132 681 969 | 9.3 |
| Number of shares in issue for net asset value and net tangible asset value per share purposes | 139 258 914 | 150 549 237 | 8.1 |
| Number of shares in issue for adjusted net asset value per share purposes | 144 362 152 | 155 652 476 | 7.8 |
Notes and assumptions
- The figures set out in the “Before the book build” column above have been extracted from the audited consolidated statement of income for the year ended 31 December 2012 and the audited consolidated statement of financial position as at 31 December 2012.
- The book build is assumed to have been implemented on 1 January 2012 for basic weighted average earnings, diluted weighted average earnings, distributable earnings, headline earnings and diluted headline earnings per share purposes and on 31 December 2012 for net asset value, adjusted net asset value and net tangible asset value per share purposes.
- 11 290 323 new shares are assumed to be issued pursuant to the book build, thereby raising capital of €59 million (R700 million).
- 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 EUR0.3 million) are held in cash and cash equivalents.
- Finance income of €1.5 million is assumed to be earned throughout the year ended 31 December 2012 on the net proceeds from the book build at a rate of 3.27%, being the historical interest rate on NEPI’s deposits.
- Estimated costs relating to the book build of approximately €0.3 million have been written off against share premium.
- A EUR:ZAR exchange rate of €1.00:R11.8656 is assumed to apply.
- Distributable earnings are assumed to be earned evenly throughout the year ended 31 December 2012.
- 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 and the Bucharest Stock Exchange (“BVB”) today, 24 April 2013 (“admission”).
Following admission, the total issued share capital of the company will increase to 159 277 789 ordinary shares with voting rights. Therefore, the total number of voting rights in NEPI will be 159 277 789 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.
