Corporate & Commercial

Out team advised on the merger of New Europe Property Investment PLC

Cliffe Dekker Hofmeyr advised on the merger of New Europe Property Investment PLC, the largest listed real estate fund focused on Eastern Europe, and Rockcastle Global Real Estate Limited, a real estate fund that owns, develops and manages retail assets in Eastern Europe and invests in global real estate listed securities.

The two entities merged to form a new company (NEPI Rockcastle plc). Our team advised NEPI Rockcastle plc on its listing on the JSE.  

The merger and dual listing of NEPI Rockcastle plc on the JSE and Euronext Amsterdam resulted in the creation of the largest real estate fund in Eastern Europe and the largest JSE-listed real estate fund, with a market cap of R93bn. The transaction was technically complex, as it involved three different entities and five different regulatory regimes, namely Romania (EU), Netherlands (EU), Isle of Man, Mauritius and South Africa. The fact that there are significant South African investors who are invested in both NEPI and Rockcastle also results in a number of complex regulatory and tax technical considerations. This mandate was shortlisted for the Dealmakers Deal of the Year 2016/7.