NEPI ROCKCASTLE PLC - Election to receive either a cash dividend or a return of capital: finalisation announcement

Election to receive either a cash dividend or a return of capital: finalisation announcement

NEPI Rockcastle plc
Incorporated and registered in the Isle of Man
Registered number 014178V
Share code: NRP
ISIN: IM00BDD7WV31
(“NEPI Rockcastle” or “the company”)


ELECTION TO RECEIVE EITHER A CASH DIVIDEND OR A RETURN OF CAPITAL: FINALISATION ANNOUNCEMENT


NEPI Rockcastle shareholders are referred to the circular issued on 21 February 2020, in respect of an election
to receive the final dividend (the “final dividend”) for the year ended 31 December 2019, either as a cash
dividend or as a return of capital and are advised as follows:

-     Shareholders holding shares traded on the JSE will receive their cash dividend in South African Rand
      converted from Euro at an exchange rate determined as on Monday, 2 March 2020 of
      EUR1.00:ZAR 17.2640. Accordingly, the cash dividend of 27.31 eurocents per share will be equal to
      ZAR 4.7148 per share.

-     Equity markets showed significant volatility since the publication of the circular. NEPI Rockcastle is
      confident that its business fundamentals and growth prospects remain sound, and that these are not fully
      reflected in its recent share price movement. Hence, the company will offer shareholders the option of
      receiving their distribution in shares instead of cash at a price which equals EPRA NAV per share of
      EUR 7.32 (“reference price”). The reference price for NEPI Rockcastle shares traded on JSE is
      ZAR 126.3725 (being the reference price of EUR 7.32 converted to ZAR at the exchange rate of
      EUR1.00:ZAR 17.2640), which includes a 13.15% premium to the five-day volume weighted average
      traded price (less distribution) of NEPI Rockcastle shares on the JSE as at 2 March 2020. For NEPI
      Rockcastle shares traded on Euronext Amsterdam, the reference price is EUR 7.32.

-     Shareholders electing to receive the return of capital will receive 3.7309 new NEPI Rockcastle shares for
      every 100 NEPI Rockcastle shares held by such shareholders on the record date of Friday, 13 March 2020,
      representing the ratio that the cash dividend bears to the reference price. The final dividend will be paid
      from the Isle of Man.

If no shareholders were to elect to receive the return of capital, the value of the dividends would amount to
EUR 163 804 616. Should all shareholders elect to receive the return of capital, the maximum total number
of new NEPI Rockcastle shares to be issued by NEPI Rockcastle pursuant to the return of capital will be 
22 377 676.

The share capital of the company as at the date of this announcement is as follows:
                                                                                                 ‘000 EUR
Share capital
Authorised
2 000 000 000 ordinary shares of €0.01 each                                                        20 000
Issued share capital
599 797 201 ordinary shares of €0.01 each                                                           5 998
Share premium                                                                                   3 625 348
Total                                                                                           3 631 346
                                                                                                                
Should all eligible NEPI Rockcastle shareholders elect to receive the return of capital, the share capital of
the company after issue of the new NEPI Rockcastle shares will be as follows:

                                                                                                 ‘000 EUR
Share capital
Authorised
2 000 000 000 ordinary shares of €0.01 each                                                        20 000
Issued share capital
622 174 877 ordinary shares of €0.01 each                                                           6 222
Share premium                                                                                   3 625 124
Total                                                                                           3 631 346

Dividend tax (and therefore the information provided in this paragraph) is only of direct application to
shareholders holding shares traded on the JSE. The gross local dividend amount is ZAR 4.7148 per share for
shareholders exempt from paying South African dividends tax. The net local dividend amount is ZAR 3.7718
per share for shareholders liable to pay the dividends tax rate of 20%. There is no withholding tax payable in
the Isle of Man.

NEPI Rockcastle has a dual primary listing on the Main Board of the JSE and Euronext Amsterdam.

For further information, please contact:

NEPI Rockcastle plc
Mirela Covasa                                                    +40 21 232 1398

JSE sponsor
Java Capital                                                     +27 11 722 3050

Euronext Listing Agent
ING Bank                                                         +31 20 563 6685

Media Relations                                                  +44 20 7404 5959
Brunswick Group                                                  +27 11 502 73 00
                                                                  nepirockcastle@brunswick.com

3 March 2020

Date: 03-03-2020 11:12:00
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