Investor Presentaiton
Governing laws for corporate events
As a general principle, the JSE Listings Requirements ("JSE LRS") have been applicable to the Company since its listing on the JSE, and will continue to apply
post the relocation from Isle of Man on a mandatory basis, irrespective of its country of incorporation.
Matter
Mergers/corporate
reconstructions
Delisting
Relocations
Takeover rights/
minority shareholders'
protection
JSE Listings Requirements
JSE LR will apply as overarching unless a more
stringent requirement stems from the governing
corporate law.
Require notification to or approval of shareholders in
respect of transactions concluded by the Company
depending on the category these fall under, as per
the criteria set therein. Criteria based on which a
transaction would require shareholder approval or not
include:
Percentage ratio considerations - meaning either
(a) cash consideration / market cap, (b) dilution,
i.e. number of shares issued in consideration /
number of shares in issue, or (c) a combination,
expressed as a percentage;
Reverse takeover consideration; and
Related party transactions.
JSE LR will apply as overarching unless a more
stringent requirement stems from the governing
corporate law.
In order to delist from the JSE, a detailed offer must
be presented to shareholders, which must be fair
as determined by an independent expert. Any such
delisting is subject to the approval of shareholders by
ordinary resolution (i.e. more than 50% of voting rights
exercised). The votes of controlling shareholders (those
holding ≥35% voting control or power to appoint or
remove directors exercising ≥35% of voting rights at
board meetings), their associates and any party acting.
in concert will not be counted.
The JSE LRs do not regulate a relocation of the
Company's corporate seat. Relocations would require
an amendment of the articles of association. In terms
of the JSE LRs, such amendment requires shareholder
approval by special resolution (i.e. 75% or more of
voting rights exercised). Any new articles of association
proposed to shareholders for adoption must be vetted
by the JSE for compliance with the JSE LRs.
Provisions of South African Companies Act are not
applicable due to the fact that NEPI Rockcastle is not
a South African company. The Company is also not
a "regulated company" for purposes of the takeover
provisions of the South African Companies Act 71 of
2008.
The Netherlands
Default position under the Netherlands law is that M&A
transactions are under the authority of the Board of
Directors. For certain major transactions (which entail
any significant change in the identity or character of
the Company) shareholders' approval will be required
pursuant to the Dutch Civil Code.
Malta
General rule of law is that these are matters subject to
shareholder approval.
Certain voting thresholds apply depending on whether
the transaction would be subject to an extraordinary/
ordinary resolution.
No mention in the provisions of the law.
No shareholder approval required.
Shareholder approval required.
EU takeover Directive applicable (due to EU
incorporation and listing).
Any shareholder who directly or indirectly obtains
predominant control of a Dutch listed N.V. is
required to make a public takeover offer for all
issued and outstanding shares in that company's
share capital.
Predominant control - if a (legal) person is able
to exercise, alone or acting in concert, at least
30% of the voting rights in the general meeting of
shareholders of such listed company.
8
Shareholder approval required.
EU takeover Directive not applicable (due to the fact
that the shares would not have been listed on Malta
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