Recommended Offer

 

TIDMDPE 
 
RNS Number : 4136P 
DP Property Europe Limited 
15 July 2010 
 

FOR IMMEDIATE RELEASE 
 
                                  PRESS RELEASE 
Not for release, publication or distribution in or into the United States of 
America, Canada, Australia, the Republic of South Africa or Japan 
15 July 2010 
 
  RECOMMENDED OFFER 
 by 
 EVE ACQUISITIONS LIMITED 
 for 
 DP PROPERTY 
                                 EUROPE LIMITED 
Summary 
·                  The Offer will be 7.25 pence in cash for each DPPEL Share, 
valuing the DPPEL Shares at 
 approximately GBP15,170,000. 
·                  The Offer represents a premium of: 
(i)         45 per cent. to the Closing Price of 5.00 pence on 13 May 2010, being the last dealing day prior to the announcement by the Company that it had received a possible offer; 
(ii)        approximately 41 per cent. to the average of the Closing Prices over the 30 Business Days up to and including 13 May 2010; and 
(iii)        approximately 53 per cent. to the Closing Price of 4.75 pence on 14 July 2010, being the last dealing day prior to the release of this Announcement. 
·                  The Offer will be carried out by way of an amalgamation under 
Guernsey law which, if 
 successful, will result in DPGP becoming the sole 
shareholder of the Amalgamated Company. 
·                  DPGP, the sole shareholder of Eve Acquisitions Limited, is 
interested in 153,907,495 Shares, 
 representing approximately 73.55 per 
cent. of the issued DPPEL Shares. 
·                  Irrevocable commitments have been procured from certain DPPEL 
Shareholders (including DPGP) to accept the Offer in respect of 159,746,027 
DPPEL Shares in aggregate representing approximately 76.34 per cent. in 
aggregate of the DPPEL Shares in issue.  Upon those DPPEL Shareholders approving 
the relevant resolutions in accordance with their commitments, the requisite 
level of shareholder approval of the Amalgamation will have been achieved. 
·                  Shore Capital considers the terms of the Offer to be fair and 
reasonable and recommends that 
 DPPEL Shareholders should sign and return 
the DPPEL Shareholders' Written Resolution in support of the Amalgamation. 
This summary should be read in conjunction with the full text of this 
Announcement. 
 
 
Not for release, publication or distribution in or into the United States of 
America, Canada, Australia, the Republic of South Africa or Japan 
15 July 2010 
 
  RECOMMENDED OFFER 
 by 
 EVE ACQUISITIONS LIMITED 
 for 
 DP PROPERTY 
                                 EUROPE LIMITED 
Introduction 
The boards of Eve Acquisitions and DPPEL announce the terms of a recommended 
cash offer, to be made by Eve Acquisitions, for all of the issued and to be 
issued shares of DPPEL. 
The Offer values all of the issued and to be issued shares of DPPEL at 
approximately GBP15.2 million. 
The Offer 
By way of consideration for the cancellation of their DPPEL Shares pursuant to 
the Amalgamation, the Amalgamated Company will pay to Qualifying DPPEL 
Shareholders a cash sum on the following basis: 
+---------------------------------+---------------------------+ 
|           For every DPPEL Share | 7.25p in cash             | 
+---------------------------------+---------------------------+ 
and so in proportion for any other number of DPPEL Shares. 
The Consideration payable to Qualifying DPPEL Shareholders represents a premium 
of 45 per cent. to the Closing Price of 5 pence per DPPEL Share on 13 May 2010, 
being the last dealing day prior to the announcement by the Company that it had 
received a possible offer, a premium of approximately 44 per cent. to the 
average of the Closing Prices over the 30 Business Days up to and including 13 
May 2010 and values the DPPEL Shares at approximately GBP15.2 million and a 
premium of approximately 53 per cent. to the Closing Price of 4.75 pence on 14 
July 2010, being the last dealing day prior to the release of this Announcement. 
This values DPPEL at an enterprise value of approximately GBP413,584,000 
including net debt of approximately GBP398,413,000 as at 31 December 2009. 
DPGP has irrevocably waived its entitlement to receive the Consideration due to 
it in respect of each DPPEL Share held by it or on its behalf. 
In addition, in consideration of the cancellation pursuant to the Amalgamation 
of the two issued Founder Shares, the Amalgamated Company will pay each Founder 
Shareholder 67 pence in cash (being the nominal value of the Founder Shares 
rounded down to the nearest penny). 
Information on DPPEL 
DPPEL was incorporated in Guernsey on 17 November 2005 with the objective of 
generating a geared net IRR of not less than 12 per cent. for DPPEL Shareholders 
on the issue price of the DPPEL Shares from capital growth and dividend income 
derived from a portfolio of European commercial real estate assets spread 
across, among other things, the office, industrial and retail sectors. 
The DPPEL corporate group includes 11 non-recourse, special purpose vehicles 
("SPVs") domiciled in Germany, Sweden, Poland, the Netherlands, Belgium and 
France, all of which own property assets.  All of DPPEL's debt is at the level 
of these 11 SPVs; there is no debt at the parent company level. 
The DPPEL Shares were admitted to trading on the London Stock Exchange and the 
Channel Islands Stock Exchange on 27 November 2006. 
Information on DPGP and DPH 
DPGP is a private limited liability company incorporated on 14 November 2008 in 
the British Virgin Islands under registration number 1510557 and is a 
wholly-owned subsidiary of DPH, a Société Anonyme incorporated in Switzerland 
under registration number 13104/1998. 
DPGP was incorporated for the specific purpose of acquiring, in early 2009, 
Jersey-based Fabian Romania Limited, a property fund which was, at that time, 
quoted on AIM.  In July 2009, DPGP made an offer for DPPEL which, on completion 
of that offer, resulted in DPGP's current holding of approximately 73.55 per 
cent of the DPPEL Shares.  And more recently, DPGP made an offer for Deutsche 
Land plc, which was completed (following an earlier subscription for shares in 
Deutsche Land in June 2009) in early 2010. 
DPH was established as a Swiss-based holding company and is wholly-owned by Mr. 
Dan ("Dinu") Costache Patriciu, a Romanian citizen. In August 2007, DPH sold a 
75 per cent. stake in Netherlands-based The Rompetrol Group N.V. ("TRG") at a 
price which implied an enterprise value of approximately US$3.6 billion. Until 
the sale last year by DPH of the remaining 25 per cent. stake in TRG, Mr. 
Patriciu also served as the CEO of TRG, which he founded and developed into a 
pan European oil refiner and distributor and the second largest oil company in 
Romania. 
Mr. Patriciu is a member of numerous charitable and civic boards, including the 
International Advisory Board of the Washington D.C.-based public policy 
institute, The Atlantic Council. Mr. Patriciu was a professor and teacher at the 
Ion Mincu Institute of Architecture in Bucharest from 1979 to 1998 and was a 
teacher and working architect, including in Abu Dhabi, through the 1980s. From 
1984 to 1989 he designed and supervised over 25 real estate projects in the 
United Arab Emirates, which consisted of high-quality offices and luxury 
residential buildings. 
Since 1990, Mr. Patriciu registered and established the first privately-held 
company in Romania, and has been engaged in the development of Romanian real 
estate projects as a developer and architect. These real estate projects 
included high-standard quality residential developments and office developments 
for private clients and governmental institutions. The developments for 
government institutions included the headquarters of the Romanian Ministry of 
Culture (where Mr. Patriciu was the architect) and the Romanian National Lottery 
(where Mr. Patriciu was the developer). Together with his brother, Mr. Patriciu 
identified and completed the acquisition and development of the first sites in 
Romania for large retail chains, including Billa and Minimax. Mr. Patriciu 
currently remains an active investor in the Romanian property market. 
The strategic priorities and activities of the DPH Group have expanded so that 
it is now a direct investor in assets located across Europe. The DPH Group is 
well capitalised and has over US$1 billion in assets, and focuses on the 
following key areas of investment: 
(i)         portfolio investments, which currently generate returns through varied investments in 

 
predetermined asset classes of a well-diversified, liquid portfolio, including hedge funds, commodities, equities and structured credit products; 
(ii)        direct private equity investment, a pan-European portfolio of direct investments in media and 

 
communications, alternative energies and financial services; and 
(iii)        real estate investment, which is currently carried out on behalf of DPH Group by an international 

 
team that is developing mixed-use commercial property projects. 
Background to and reasons for the Offer and future plans for DPPEL 
In July 2009, DPGP (known at the time as Black Sea Global Properties Limited) 
acquired 75.56 per cent. of DPPEL via a recommended public offer at 7.25p per 
DPPEL Share. The offer document summarised DPGP's intentions following a 
successful offer. These intentions included retaining the Company's listing, 
restructuring the Company's debt and enlarging the Company's portfolio through 
strategic acquisitions. DPGP's commitment to retaining the listing was 
illustrated following the takeover by DPGP selling down from 75.56 per cent. to 
73.55 per cent. in order to meet the free float requirements provided by the 
Listing Rules. 
To date, of those intentions stated in that offer document, DPGP has 
internalised management and revised DPPEL's investment policy. However, it has 
become clear to DPGP that its objectives of restructuring the Company's debt and 
enlarging the Company's portfolio through strategic acquisitions cannot be 
achieved satisfactorily while the Company remains listed.  Furthermore, given 
the current market capitalisation of DPPEL, the costs associated with 
maintaining the listing were proving detrimental to all DPPEL Shareholders.  On 
this basis, DPGP approached the Board of DPPEL on 24 March 2010 with a proposal 
to acquire all of the DPPEL Shares not already owned by DPGP. The Board of DPPEL 
was unwilling to support this proposal. On 12 May 2010, in order to give DPGP 
greater control over DPPEL's affairs, DPGP requisitioned an EGM of DPPEL to 
replace certain members of the Board of DPPEL and to delist the Company. The EGM 
took place on 9 July 2010 and all of the resolutions were passed, and the 
Company is due to be delisted on 6 August 2010. 
In light of DPPEL's impending delisting, Eve Acquisitions wants to offer the 
DPPEL Shareholders the chance to realise their DPPEL Shares at a premium to 
prevailing market prices rather than remaining invested in an unquoted company 
with little, if any, liquidity. The Offer represents a premium of approximately 
45 per cent. to the Closing Price on 13 May 2010, being the last dealing day 
prior to the announcement by the Company that it had received a possible offer, 
and a premium of approximately 41 per cent. to the average Closing Price over 
the 30 Business Days up to and including 13 May 2010. 
Management and employees 
At 30 June 2010, DPPEL had 12 employees employed by subsidiary companies within 
the DPPEL Group. 
The existing employment rights, including pension rights, of the employees and 
management of the DPPEL Group will be fully safeguarded and there will be no 
material changes in the conditions of employment of the employees of the DPPEL 
Group. 
Irrevocable commitments 
Irrevocable commitments to accept the Offer have been received from certain 
DPPEL Shareholders to sign the DPPEL Shareholders' Written Resolution in respect 
of the following relevant DPPEL securities: 
+----------------+--------------+-------------+-------------+ 
| Name of        | Name of      | Number of   | Percentage  | 
| registered     | beneficial   | relevant    | of existing | 
| holder         | holder       | DPPEL       | issued      | 
|                |              | securities  | DPPEL       | 
|                |              |             | Shares      | 
|                |              |             | (approx)    | 
+----------------+--------------+-------------+-------------+ 
| BBHISL         | DPGP         | 153,907,495 |       73.55 | 
| Nominees       |              |             |             | 
| Limited        |              |             |             | 
+----------------+--------------+-------------+-------------+ 
| Lynchwood      | Peter Imre   |   2,257,500 |        1.08 | 
| Nominees       |              |             |             | 
| Limited        |              |             |             | 
+----------------+--------------+-------------+-------------+ 
| State Street   | Riamo        |   3,581,032 |        1.71 | 
| Nominees       | Holdings     |             |             | 
| Limited        | GmbH         |             |             | 
+----------------+--------------+-------------+-------------+ 
Irrevocable commitments to accept the Offer have also been received from both 
the Founder Shareholders to sign the Founder Shareholders' Written Resolution as 
follows: 
+-----------------+--------------+-------------+-------------+ 
| Name of         | Name of      | Number of   | Percentage  | 
| registered      | beneficial   | Founder     | of existing | 
| holder          | holder       | Shares      | issued      | 
|                 |              |             | Founder     | 
|                 |              |             | Shares      | 
+-----------------+--------------+-------------+-------------+ 
| Nelson          | Knight Frank |           1 |          50 | 
| Representatives |              |             |             | 
| Limited         |              |             |             | 
+-----------------+--------------+-------------+-------------+ 
| Admiral         | Knight Frank |           1 |          50 | 
| Nominees        |              |             |             | 
| Limited         |              |             |             | 
+-----------------+--------------+-------------+-------------+ 
All the irrevocable commitments continue to be binding in the event of a higher 
competing offer being made for DPPEL and will cease to be binding only if the 
Offer lapses or is withdrawn. 
On receipt of the signed DPPEL Shareholders' Written Resolution and the signed 
Founder Shareholders' Written Resolution from the above persons in accordance 
with these irrevocable commitments, the requisite level of shareholder approval 
for the Amalgamation will have been achieved. 
Financing of the Amalgamation 
Eve Acquisitions will fund the cash consideration under the terms of the Offer 
using its existing cash resources. Lazard, in its capacity as financial adviser 
to Eve Acquisitions, is satisfied that the necessary financial resources are 
available to Eve Acquisitions (and thus, upon Amalgamation, to the Amalgamated 
Company) to enable it to satisfy in full the consideration payable under the 
terms of the Amalgamation. 
Conditions 
The Conditions to the implementation of the Offer by way of the Amalgamation 
include, among other things: 
(a)             the approval of the Amalgamation by the DPPEL Shareholders 
passing the DPPEL Shareholders' Written Resolution and by the Founder 
Shareholders passing the Founder Shareholders' Written Resolution by no later 
than 5.00 pm on 11 August 2010; 
(b)             the passing of such resolution or resolutions by the Eve 
Acquisitions Shareholder as may be necessary to approve, effect and implement 
the Amalgamation by Eve Acquisitions by the Effective Date; 
(c)             obtaining the consent of the GFSC to the Amalgamation; and 
(d)             the issue of the Certificate of Amalgamation by the Registrar 
pursuant to the Law by no later than 29 October 2010. 
Advice to DPPEL 
Shore Capital has been appointed as financial adviser to DPPEL in connection 
with the Amalgamation. In view of the fact that the directors of DPPEL are also 
directors of Eve Acquisitions, they are precluded under the Code from giving 
advice to DPPEL Shareholders on the terms of the Amalgamation and on providing 
any recommendation as to a specific course of action to take in relation to it. 
Accordingly, Shore Capital has been retained to perform such roles. 
Having considered relevant factors and the letter from the Board of DPPEL to be 
included in Part I of the Amalgamation Document, Shore Capital considers that 
the terms of the Amalgamation are fair and reasonable and recommends that DPPEL 
Shareholders should support the Amalgamation.  In forming its conclusions, Shore 
Capital has taken into account, inter alia, the factors set out in the letter to 
be included in Part I of the Amalgamation Document and the commercial assessment 
of the Board of DPPEL. 
The full text of the letter of recommendation from Shore Capital will be set out 
in Part II of the Amalgamation Document. 
Dealing disclosure requirements 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one 
per cent. or more of any class of relevant securities of DPPEL must make a 
dealing disclosure if the person deals in any relevant securities of DPPEL. A 
dealing disclosure must contain details of the dealing concerned and of the 
person's interests and short positions in, and rights to subscribe for, any 
relevant securities of DPPEL, save to the extent that these details have 
previously been disclosed under Rule 8. A dealing disclosure by a person to whom 
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the 
business day following the date of the relevant dealing. 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire or control an interest in relevant 
securities of DPPEL, they will be deemed to be a single person for the purpose 
of Rule 8.3. 
Dealing disclosures must be made by DPPEL, by Eve Acquisitions and by any 
persons acting in concert with any of them (please refer to Rules 8.1, 8.2 and 
8.4 of the Code for more information). 
If you are in any doubt as to whether you are required to make a dealing 
disclosure, please consult the Panel's website at www.thetakeoverpanel.org.uk or 
contact the Panel's Market Surveillance Unit on telephone number [phone] 
0129; fax number [phone]. 
Forward-looking statements 
This Announcement may contain forward-looking statements concerning Eve 
Acquisitions, DPPEL and the business sector(s) in which they operate. Generally 
the words "will", "may", "should", "continue", "believes", "expects", "intends", 
"anticipates" or similar expressions identify forward-looking statements.  By 
their nature, forward-looking statements involve risks and uncertainties that 
could cause actual results to differ materially from those suggested by them. 
Many of these risks and uncertainties relate to factors that are beyond Eve 
Acquisitions' or DPPEL's abilities to control or estimate precisely, such as 
future market conditions and the behaviour of other market participants, and 
therefore undue reliance should not be placed on such statements which speak 
only as at the date of this Announcement. Eve Acquisitions and DPPEL assume no 
obligation and do not intend to update or revise these forward-looking 
statements, except as required by the rules of the Code or by law. 
General 
The Amalgamation Document setting out details of the Offer is expected to be 
despatched to DPPEL Shareholders by Eve Acquisitions later today and in any 
event as soon as practicable. 
Shore Capital & Corporate Limited which is authorised and regulated in the 
United Kingdom by the Financial Services Authority for investment business 
activities is acting exclusively for DPPEL and no one else in connection with 
the Offer and will not be responsible to anyone other than DPPEL for providing 
the protections afforded to clients of Shore Capital nor for providing advice in 
relation to the Offer or the contents of, or any other matters referred to in, 
this Announcement. 
Lazard & Co., Limited which is authorised and regulated in the United Kingdom by 
the Financial Services Authority for investment business activities is acting 
exclusively for DPGP, the sole shareholder in Eve Acquisitions, and no one else 
in connection with the Offer and will not be responsible to anyone other than 
DPGP for providing the protections afforded to clients of Lazard nor for 
providing advice in relation to the Offer or the contents of, or any other 
matters referred to in, this Announcement. 
Please note that addresses, electronic addresses and certain other information 
provided by DPPEL Shareholders, persons with information rights and other 
relevant persons for the receipt of communications from DPPEL may be provided to 
an offeror as required under the Code. 
Any person who has received this Announcement in electronic form or by means of 
a website publication may request a copy of this Announcement in hard copy form 
and may request that all future documents, announcements and information sent to 
him in relation to the offer be in hard copy form.  Unless so requested, a hard 
copy of this Announcement will not be sent to you.  This Announcement and all 
future documents, announcements and information can be requested in hard copy 
form (free of charge), by submitting a request in writing to Berwin Leighton 
Paisner LLP or by calling Nick Watson or Brian Mulkerrins on [phone]. 
In accordance with Listing Rule 9.6.1R, two copies of the Amalgamation Document 
will be submitted to the FSA and will be available for inspection at the FSA's 
Document Viewing Facility which is situated at: 
 
Financial Services Authority 
25 The North Colonnade 
Canary Wharf 
London E14 5HS 
The Amalgamation Document will also be available for inspection at the offices 
of Berwin Leighton Paisner LLP at Adelaide House, London Bridge, London EC4R 9HA 
and will be published on DPGP's website at http://www.dpgproperties.com. 
In accordance with Rule 19.11 of the Code, a copy of this Announcement has been 
published on DPGP's website.  The Announcement can be viewed at 
http://www.dpgproperties.com. 
Overseas territories 
The Offer is not being made, directly or indirectly, in or into, or by use of 
the mails of, or by any means or instrumentality (including, without limitation, 
facsimile transmission, internet, email, telex or telephone) of interstate or 
foreign commerce of, or any facility of a national state or other securities 
exchange of, the United States, Canada, Australia, the Republic of South Africa 
or Japan and subject to certain exceptions cannot be accepted by any such use, 
means instrumentality or facility or from within those territories.  Accordingly 
copies of this Announcement and any related offer documentation are not being, 
and must not be, mailed or otherwise distributed or sent in or into the United 
States, Canada, Australia, the Republic of South Africa or Japan and so doing 
may invalidate a purported acceptance of the Offer or approval of the 
Amalgamation. 
 
The implications of the Amalgamation for DPPEL Shareholders resident in, or 
citizens of, jurisdictions outside the United Kingdom or Guernsey ("Overseas 
Security Holders") may be affected by the laws of the relevant jurisdiction. 
Overseas Security Holders should inform themselves about, and observe, any 
applicable legal requirements. It is the responsibility of the Overseas Security 
Holders to satisfy themselves as to the full observance of the laws of the 
relevant jurisdiction in connection therewith, including the obtaining of any 
governmental, exchange control or other consents which may be required, the 
compliance with other necessary formalities which are required to be observed 
and the payment of any issue, transfer or other taxes due in such jurisdiction. 
 
 
Enquiries 
 
Lazard & Co., Limited (Financial Adviser to Eve Acquisitions)               +44 
(0) 20 7187 2000 
Patrick Long 
Philip Chapman 
 
Shore Capital & Corporate Limited (Financial Adviser to DPPEL)           +44 (0) 
20 7408 4090 
Michael Cobb 
Edward Mansfield 
 
Financial Dynamics 
[phone] 
Stephanie Highett 
Richard Sunderland 
Rachel Drysdale 
 
Appendix 1 
TERMS AND CONDITIONS OF THE AMALGAMATION 
1             Introduction 
1.1           DPPEL and Eve Acquisitions shall amalgamate pursuant to the Law 
with the object that, on the Amalgamation becoming effective: 
1.1.1        DPPEL will become the amalgamated company for the purposes of the 
Law; 
1.1.2        the Amalgamated Company will by operation of law succeed to all the 
property, rights, powers and privileges of DPPEL and Eve Acquisitions and will 
become liable for all debts, liabilities and obligations of DPPEL and Eve 
Acquisitions subsisting immediately prior to the Effective Date; 
1.1.3        legal proceedings which could have been instituted or continued by 
or against DPPEL or Eve Acquisitions may be instituted or continued by or 
against the Amalgamated Company, and any conviction, ruling, order or judgement 
in favour of or against DPPEL or Eve Acquisitions may be enforced by or against 
the Amalgamated Company; 
1.1.4        every Eve Acquisitions Share will be converted into one ordinary 
share in the Amalgamated Company and all the issued shares of DPPEL immediately 
prior to the Effective Date will be cancelled on the terms set out in the 
Amalgamation Document; and 
1.1.5        the particulars of Eve Acquisitions will be deleted from the 
Register of Companies in Guernsey. 
1.2           Eve Acquisitions has in issue 4,012,013 ordinary shares of no par 
value, all of which are held by DPGP, which is a wholly-owned subsidiary of DPH. 
1.3           As at the date of this Announcement, the authorised share capital 
of DPPEL consists of an unlimited number of ordinary shares of no par value and 
100 Founder Shares of GBP0.6733 each of which 209,245,575 DPPEL Shares and two 
Founder Shares are in issue. 
1.4           As required by the Law, the boards of directors of Eve 
Acquisitions and DPPEL have separately resolved that, in their opinion, the 
Amalgamation is in the best interests of the company of which they are 
directors, and that they are satisfied on reasonable grounds that the 
Amalgamated Company will meet the solvency test laid down by the Law, namely 
that, immediately after the Amalgamation: 
1.4.1        the Amalgamated Company will be able to pay its debts as they 
become due; and 
1.4.2        the value of the Amalgamated Company's assets will be greater than 
the value of its liabilities. 
1.5           As required by the Law, written notice of the proposed 
Amalgamation has been or will be given to each creditor of Eve Acquisitions and 
DPPEL as shown or will be shown in their respective books of accounts. 
2             Terms of the Amalgamation 
For the purposes of Section 63(1) of the Law, the terms of the Amalgamation 
shall be as follows: 
2.1           Name and registered number 
The name of the Amalgamated Company will be DP Property Europe Limited. The 
registered number of the Amalgamated Company will be 43943. 
2.2           Type 
The Amalgamated Company will be a non-cellular company within the meaning of 
section 2(1)(c) of the Law and the liability of its members will be limited by 
shares within the meaning of section 2(2)(a)(i) of the Law. 
2.3           Registered office 
The registered office of the Amalgamated Company will be at FirstRand Trustees 
Limited, La Plaiderie House, La Plaiderie, St Peter Port, Guernsey GY1 1WF. 
2.4           Directors 
The directors of the Amalgamated Company will be: 
Full name                         Nationality       Date of birth 
Business occupation 
Obie Moore                       American           3 December 1954 
Company director 
Anthony Foster                  British                16 October 1964 
  Company director 
Paul Smith                         British                27 April 1959 
        Company director 
The service address for all the directors of the Amalgamated Company will be its 
registered office address: FirstRand Trustees Limited, La Plaiderie House, La 
Plaiderie, St Peter Port, Guernsey GY1 1WF. 
2.5           Share structure of the Amalgamated Company 
2.5.1        The issued shares of the Amalgamated Company as at the Effective 
Date will be 4,012,013 ordinary shares of no par value. The aggregate value and 
amount paid up on the issued shares of the Amalgamated Company at the issue 
price of GBP1.00 each will be GBP4,012,013. 
2.5.2        The rights, privileges, limitations and conditions attached to the 
ordinary shares in the Amalgamated Company are as follows: 
(a)        at a general meeting of the Amalgamated Company, on a show of hands 
every shareholder present in person or by proxy and entitled to vote shall have 
one vote, and on a poll, or a written resolution, every shareholder present in 
person or by proxy shall have one vote for each ordinary share held by him; and 
(b)        each shareholder shall be entitled to a share of any dividends 
declared by the Amalgamated Company proportionately to the amounts paid or 
credited as paid on his ordinary shares during any portion or portions of the 
period in respect of which the dividend is paid. 
2.6           Treatment of the issued shares of Eve Acquisitions 
On the Effective Date, each Eve Acquisitions Share will be converted into an 
ordinary share of no par value in the Amalgamated Company. The holders of Eve 
Acquisitions Shares will not be required to execute any stock transfer forms nor 
to deliver up any share certificates for the Amalgamation to be effective. 
2.7           Treatment of the issued shares of DPPEL 
On the Effective Date, all the issued shares of DPPEL will be cancelled and, for 
the avoidance of doubt, the DPPEL Shares and the Founder Shares in issue 
immediately prior to the Effective Date shall not be converted into shares of 
the Amalgamated Company. 
2.8           Consideration and settlement 
2.8.1        Following the Amalgamation, instead of shares in the Amalgamated 
Company, the Qualifying DPPEL Shareholders will receive 7.25 pence for each 
DPPEL Share they hold as at the Amalgamation Record Time and each Founder 
Shareholder will receive 67 pence for the Founder Share it holds as at the 
Amalgamation Record Time. Such consideration shall be paid as described in 
paragraph 2.8.2 below. DPGP has waived its rights to receive any payment or 
other consideration for any shares in DPPEL held by it or on its behalf. 
2.8.2        Where Qualifying DPPEL Shareholders hold shares in certificated 
form, a cheque for the cash consideration due will be despatched to such 
Qualifying DPPEL Shareholder by first class post within 14 days of the Effective 
Date. 
Fractional entitlements to the Consideration will be rounded down to the nearest 
penny. 
All cash payments will be made in pounds sterling by cheque drawn on a branch of 
a UK clearing bank. Cheques will be sent to Qualifying DPPEL Shareholders at 
their respective addresses appearing in the register of members of DPPEL (or, in 
the case of joint holders, at the address of the joint holder whose name stands 
first in the register) at the Amalgamation Record Time or in accordance with any 
special instructions regarding communications notified to the Escrow Agent, 
Computershare Investor Services PLC, up until the Effective Date. Encashment of 
such cheques shall constitute an absolute discharge of Eve Acquisitions and the 
Amalgamated Company. All documents and remittances sent to Qualifying DPPEL 
Shareholders or their appointed agents will be at their own risk. 
Where Qualifying DPPEL Shareholders hold shares in uncertificated form (that is, 
in CREST), within 14 days of the Effective Date, Qualifying DPPEL Shareholders 
will have their cash entitlements paid by means of CREST by Eve Acquisitions/the 
Amalgamated Company procuring the creation of an assured payment obligation in 
favour of the Qualifying DPPEL Shareholder's payment bank in respect of the 
consideration due, in accordance with CREST assured payment arrangements. 
The Amalgamated Company may, however, elect to pay or procure the payment of the 
consideration due to Qualifying DPPEL Shareholders who hold shares in 
uncertificated form in the manner referred to above (that is, in the same manner 
as with respect to Qualifying DPPEL Shareholders who hold their shares in 
certificated form) if, for any reason outside its reasonable control, it is not 
able to effect the settlement by means of the CREST assured payment 
arrangements. 
2.8.3        Settlement of the Consideration to the Founder Shareholders 
A cheque for the cash consideration due will be despatched to the Founder 
Shareholders by first class post within 14 days of the Effective Date. 
Fractional entitlements to the Consideration will be rounded down to the nearest 
penny. 
All cash payments will be made in sterling by cheque drawn on a branch of a UK 
clearing bank. Cheques will be sent to Founder Shareholders at their respective 
addresses appearing in the register of members of DPPEL at the Amalgamation 
Record Time or in accordance with any special instructions regarding 
communications notified to the Escrow Agent, Computershare Investor Services 
PLC, up until the Effective Date. Encashment of such cheques shall constitute an 
absolute discharge of Eve Acquisitions and the Amalgamated Company. All 
documents and remittances sent to Founder Shareholders or their appointed agents 
will be at their own risk. 
2.9           Memorandum and Articles of Incorporation of the Amalgamated 
Company 
From the Effective Date, the memorandum and articles of incorporation of Eve 
Acquisitions will become the memorandum and articles of incorporation of the 
Amalgamated Company. A summary of the principal provisions of such memorandum 
and articles are set out in Appendix 3 to the Amalgamation Document. In 
accordance with the Law, a full copy of the memorandum and articles of 
incorporation and the amalgamation proposal to be set out in Part III of the 
Amalgamation Document will be supplied without charge to any DPPEL Shareholder, 
Founder Shareholder or Eve Acquisitions Shareholder on request. A full copy of 
the memorandum and articles of incorporation and the amalgamation proposal will 
also be available for inspection by any member of DPPEL or Eve Acquisitions at 
the registered office of DPPEL and Eve Acquisitions during normal business hours 
and will be available to be viewed at the following website: 
http://www.dpgproperties.com. 
2.10         Resident Agent 
The Resident Agent of the Amalgamated Company shall be the administrator of the 
Amalgamated Company, whose address is: FirstRand Trustees Limited, La Plaiderie 
House, La Plaiderie, St Peter Port, Guernsey GY1 1WF. 
2.11         Prohibitions and conditions 
The provisions of this paragraph 2 shall take effect subject to the Conditions 
and to any prohibitions, terms or conditions imposed by the GFSC or the Royal 
Court of Guernsey. 
2.12         Effective Date of the Amalgamation 
The Amalgamation will become effective on the date of issue of the Certificate 
of Amalgamation by the Registrar, which is expected to be on or around 1 
September 2010. 
2.13         General 
The implications of the Amalgamation for DPPEL Shareholders resident in, or 
citizens of, jurisdictions outside the United Kingdom or Guernsey ("Overseas 
Security Holders") may be affected by the laws of the relevant jurisdiction. 
Overseas Security Holders should inform themselves about, and observe, any 
applicable legal requirements. It is the responsibility of the Overseas Security 
Holders to satisfy themselves as to the full observance of the laws of the 
relevant jurisdiction in connection therewith, including the obtaining of any 
governmental, exchange control or other consents which may be required, the 
compliance with other necessary formalities which are required to be observed 
and the payment of any issue, transfer or other taxes due in such jurisdiction. 
3             Conditions of the Amalgamation 
3.1           The Amalgamation is conditional upon: 
3.1.1        each of the DPPEL Shareholders' Written Resolution and the Founder 
Shareholders' Written Resolution being passed by no later than 5.00 pm on 11 
August 2010; 
3.1.2        the satisfaction of the requirements of the Law including obtaining 
consent from the GFSC and the issue of the Certificate of Amalgamation by no 
later than 29 October 2010. 
3.2           The Amalgamation is further conditional upon, and the necessary 
action to make the Amalgamation effective will not be taken unless, prior to the 
issue of the Certificate of Amalgamation in accordance with paragraph 3.1(b) 
above: 
3.2.1        the passing by Eve Acquisitions Shareholders of such resolutions as 
are necessary to approve, effect and implement the Amalgamation; and 
3.2.2        there having been no material change in financial, economic or 
market conditions which might reasonably be expected to affect Eve Acquisitions' 
decision to implement the Amalgamation. 
3.3           Without prejudice to the right of Eve Acquisitions to withdraw 
from the Amalgamation at any time prior to the issue of the Certificate of 
Amalgamation if any of the Conditions set out in paragraph 3.1 and paragraph 3.2 
above is not satisfied, Eve Acquisitions, subject to the requirements of the 
Panel and the Law, reserves the right to waive, in whole or in part, all or any 
of these Conditions. 
3.4           Eve Acquisitions will not invoke any of the Conditions set out in 
paragraph 3.1 and paragraph 3.2 above so as to cause the Amalgamation not to 
proceed, to lapse or to be withdrawn unless the circumstances which give rise to 
the right to invoke the relevant condition are of material significance to Eve 
Acquisitions in the context of the Amalgamation. 
3.5           The proposal for Amalgamation will lapse and the Amalgamation will 
not proceed (unless the Panel otherwise consents) if, before the time of the 
issue of the Certificate of Amalgamation, the Amalgamation is either referred to 
the Competition Commission or results in the European Commission, pursuant to 
Council Regulation (EC) 139/2004, initiating proceedings under article 6(1)(c) 
or making a referral to a competent authority of the United Kingdom under 
article 9(1). 
4             Expenses 
Eve Acquisitions and DPPEL shall each be responsible for their own costs, 
charges and expenses (including legal and other fees) incurred by them in 
connection with the negotiation, preparation and execution of the Amalgamation. 
 
 
                                   Appendix 2 
                                  DEFINITIONS 
The following definitions apply in this Announcement. 
"acting in concert" has the meaning given to it in the Code. 
"Amalgamated Company" means DPPEL, upon the Amalgamation becoming 
 
 effective. 
"Amalgamation" means the proposed amalgamation of DPPEL with Eve Acquisitions to 
be effected under the Law in accordance with the terms and Conditions set out in 
the Amalgamation Document. 
"Amalgamation Document" means the amalgamation document to be posted to DPPEL 
Shareholders, the Founder Shareholders and, for information only, to the Eve 
Acquisitions Shareholder. 
"Amalgamation Record Time" means 11.59 p.m. on the Business Day immediately 
preceding the Effective Date. 
"Announcement" means this announcement. 
"Board of DPPEL" means the board of directors of DPPEL. 
"Business Day" means a day, not being a public holiday, Saturday or Sunday, on 
which clearing banks in London are generally open for normal business. 
"Certificate of Amalgamation" means the certificate to be issued by the 
Registrar under Section 70 of the Law confirming the Amalgamation is effective. 
"certificated" or "in certificated form" means, in relation to DPPEL Shares, 
evidenced by a hard copy share certificate. 
"Closing Price" means the closing middle market quotation of a DPPEL Share as 
derived from the Daily Official List. 
"Code" means the UK City Code on Takeovers and Mergers. 
"Company" means DPPEL prior to Amalgamation 
"Computershare" means Computershare Investor Services PLC, Corporate Actions 
Projects, The Pavilions, Bridgwater Road, Bristol BS99 6AH. 
"Conditions" means the conditions to the implementation of the Amalgamation set 
out in paragraph 3 of Part III of the Amalgamation Document. 
"Consideration" means 7.25 pence per DPPEL Share and 67 pence per Founder Share. 
"CREST" means the relevant system (as defined in the Uncertificated Securities 
Regulations) in respect of which Euroclear is the operator (as defined in the 
Uncertificated Securities Regulations). 
"Daily Official List" means the Daily Official List of the London Stock 
Exchange. 
"dealing" has the meaning given to it in the Code (and "dealt" shall be 
construed accordingly). 
"DPGP" means Dinu Patriciu Global Properties Limited, a company registered in 
the British Virgin Islands under number 1510557 whose registered office is at 
Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands. 
"DPH" means DP Holding SA, a company incorporated in Switzerland under number 
13104/1998 whose registered office is at Route de Chantemerle 58, 1763 
Granges-Paccot, Fribourg, Switzerland. 
"DPPEL" means DP Property Europe Limited, a company registered in Guernsey under 
number 43943 whose registered office is at PO Box 255, Trafalgar Court, Les 
Banques, St. Peter Port, Guernsey GY1 3QL. 
"DPPEL Group" means DPPEL and its subsidiary undertakings. 
"DPPEL Shareholders" means the holders of DPPEL Shares. 
"DPPEL Shareholders' Written Resolution" means the special resolution of the 
DPPEL Shareholders in the form set out in Appendix 2, Part A to the Amalgamation 
Document to approve the Amalgamation. 
"DPPEL Shares" means all of the issued ordinary shares of no par value in DPPEL 
and any further ordinary shares of no par value in DPPEL which are 
unconditionally allotted or issued and fully paid before the Effective Date. 
"Effective Date" means the date on which the Amalgamation becomes effective in 
accordance with its terms and the Conditions. 
"Euroclear" means Euroclear UK & Ireland Limited, the operator (as defined in 
the Uncertificated Securities Regulations). 
"Eve Acquisitions" means Eve Acquisitions Limited, a company registered in 
Guernsey under number 52151 whose registered office is at FirstRand Trustees 
Limited, La Plaiderie House, La Plaiderie, St Peter Port, Guernsey, GY1 1WF. 
"Eve Acquisitions Shareholder" means DPGP in its capacity as the registered 
holder of the Eve Acquisitions Shares. 
"Eve Acquisitions Shares" means the ordinary shares of no par value in Eve 
Acquisitions. 
"Founder Shareholders" means the two registered holder(s) of one Founder Share 
each. 
"Founder Shareholders' Written Resolution" means the special resolution of the 
Founder Shareholders in the form set out in Appendix 2, Part B to the 
Amalgamation Document to approve the Amalgamation. 
"Founder Shares" means the two issued Founder Shares of GBP0.6733 each in DPPEL. 
"FSA" means the United Kingdom Financial Services Authority. 
"FSMA" means the Financial Services and Markets Act 2000 (as amended from time 
to time). 
"GFSC" means the Guernsey Financial Services Commission. 
"interest" has (in relation to a person having an interest in securities) the 
meaning given to it in the Code. 
"Knight Frank" means Knight Frank LLP. 
"Law" means the Companies (Guernsey) Law, 2008 (as amended). 
"Lazard" means Lazard & Co., Limited. 
"Listing Rules" means the rules and regulations made by the UK Listing Authority 
under Part VI of FSMA. 
"London Stock Exchange" means London Stock Exchange plc. 
"Offer" means the offer by Eve Acquisitions for all the DPPEL Shares and the 
Founder Shares at a price per DPPEL Share equal to the Consideration and at a 
price of 67 pence per Founder Share, to be effected by way of the Amalgamation. 
"Overseas Shareholder" means DPPEL Shareholders who are resident in or nationals 
or citizens of jurisdictions outside the UK or who are nominees of or 
custodians, trustees or guardians for, any such residents, citizens or 
nationals. 
"Panel" means the UK Panel on Takeovers and Mergers. 
"Qualifying DPPEL Shareholders" means DPPEL Shareholders appearing in the 
register of members of DPPEL as at the Amalgamation Record Time. 
"Registrar" means the Registrar of Companies in Guernsey. 
"Shore Capital" means Shore Capital & Corporate Limited. 
"UK" means the United Kingdom of Great Britain and Northern Ireland. 
 "UK Listing Authority" the Financial Services Authority acting in its capacity 
as the competent authority for the purposes of Part VI of FSMA. 
 "Uncertificated Securities Regulations" means the Uncertificated Securities 
Regulations 2001 (SI 2001 No.3755). 
 "Written Resolution" means, as applicable, the DPPEL Shareholders' Written 
Resolution and the Founder Shareholders' Written Resolution. 
In this announcement (including in the definitions of " DPPEL Shares" and 
"Offer"): 
(a)        any reference to a share or shares of DPPEL being or to be 
"unconditionally allotted or issued" on or before a specified date, excludes: 
(i)        any ordinary share held by DPPEL as a Treasury Share on the date of the Offer; and 
(ii)        any ordinary share held by DPPEL as a Treasury Share after the date of the Offer but before the specified date, 
but includes any ordinary share that ceases or will cease to be held as a 
Treasury Share before the specified date; and 
(b)        any reference to all of the "issued and to be issued" DPPEL Shares 
shall be construed accordingly; and 
(c)        percentages of voting rights, share capital and relevant DPPEL 
securities are calculated by reference to the relevant percentage held and in 
issue outside treasury. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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