Wrap Text
Notice to NEPI shareholders in respect of a cash divided or a return of capital
NEW EUROPE PROPERTY INVESTMENTS PLC
(Incorporated and registered in the Isle of Man with registered number 001211V)
(Registered as an external company with limited liability under the laws of South Africa,
Registration number 2009/000025/10)
AIM share code: NEPI JSE share code: NEP BVB share code: NEP
ISIN: IM00B23XCH02
(“NEPI” or “the company”)
NOTICE TO NEPI SHAREHOLDERS IN RESPECT OF A CASH DIVIDEND OR A RETURN OF CAPITAL
CASH DIVIDEND OR RETURN OF CAPITAL
As announced on 7 August 2012, shareholders are advised that the board of the company has declared an interim dividend
for the six months ended 30 June 2012 and that the board has resolved to offer to shareholders the election to receive a
return of capital by way of an issue of 3 new NEPI shares for every 100 NEPI shares held on the relevant record date,
being Friday, 14 September 2012 (“return of capital”) or a cash dividend of 11.24 Euro cents per share (“cash
dividend”). A cash dividend will be paid to shareholders unless shareholders elect to receive a return of capital.
The rationale for the return of capital is to afford shareholders the opportunity to increase their shareholding in NEPI and
to retain flexibility with regard to the company’s cash resources.
The cash dividend will be paid out of the company’s distributable profits. The new NEPI shares to be issued pursuant to
the return of capital will be funded by way of a reduction of capital.
As at the date of this announcement, the company had 125 461 951 ordinary shares of €0.01 each in issue.
A circular to NEPI shareholders in respect of the cash dividend and the return of capital together with an election form,
was posted to shareholders today, 24 August 2012 and is available on the company’s website at www.nepinvest.com.
SALIENT DATES AND TIMES
For shareholders on the SA share register
2012
Announcement of Euro to Rand conversion rate released on SENS on Friday, 31 August
Last day to trade in order to be eligible for the cash dividend or alternatively the return of
capital on Friday, 7 September
Shares commence trading “ex” the cash dividend or return of capital on Monday, 10 September
Record date for shareholders recorded on the SA share register Friday, 14 September
Closing date for receipt of completed election forms by no later than 12:00 on Friday, 14 September
Share certificates posted and dividend payments made, CSDP/broker accounts
credited/updated and new NEPI shares listed on the JSE on Friday, 21 September
Announcement on SENS of the amount of new NEPI shares issued on Friday, 21 September
Notes:
1. All dates and times quoted above are local times in South Africa. The above dates and times are subject to change.
Any changes will be released on SENS and published in the press.
2. Dematerialised shareholders should note that new NEPI shares should not be traded until the new NEPI shares reflect
in their accounts with their CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised, nor may transfers of shares between sub-registers
in the United Kingdom, South Africa and Romania take place between Monday, 17 September 2012 and Friday,
21 September 2012 both days inclusive.
4. Shareholders on the SA share register will receive a cash dividend in South African Rand, based on the exchange
rate to be obtained by the company on or before Friday, 31 August 2012. A further announcement in this respect will
be made on or before Friday, 31 August 2012.
For shareholders on the UK share register
2012
Shares commence trading “ex” the cash dividend or return of capital Wednesday, 12 September
Record date for shareholders recorded on the UK share register Friday, 14 September
Closing date for receipt of completed election forms by no later than 12:00 on Friday, 14 September
Share certificates posted and dividend payments made, CREST accounts credited/updated
and new NEPI shares listed on AIM on Friday, 21 September
Announcement on RNS of the amount of new NEPI shares issued Friday, 21 September
Notes:
1. All dates and times quoted above are local times in the United Kingdom. The above dates and times are subject to change.
Any changes will be released on the RNS.
2. Uncertificated shareholders should note that new NEPI shares should not be traded until the new NEPI shares reflect in
their accounts with their CREST provider or broker.
3. Share certificates may not be uncertificated or re-certificated, nor may transfers of shares between sub-registers in
the United Kingdom and Romania take place between Monday, 17 September 2012 and Friday, 21 September 2012 both days
inclusive.
For shareholders on the BVB
2012
Shares commence trading “ex” the cash dividend or return of capital Wednesday, 12 September
Romanian record date Friday, 14 September
Last date when the shareholders registered in Romania who/which elect to receive the
return of capital should complete the election form and submit it to NEPI this being the
closing date for receipt of completed election forms by no later than 12:00 on Friday, 14 September
Dividend paid and/or broker share accounts updated and new NEPI shares listed on BVB
on Friday, 21 September
Announcement on BVB of the amount of new NEPI issued Friday, 21 September
Note:
1. All dates and times quoted above are local times in Romania. The above dates and times are subject to change.
Any changes with be released on the BVB.
2. Dematerialised shareholders should note that new NEPI shares should not be traded until the new NEPI shares reflect in
their accounts with their CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised, nor may transfer of shares between the sub-registers
in the United Kingdom, South Africa and Romania take place between Monday, 17 September 2012 and Friday,
21 September 2012 both days inclusive.
TAX IMPLICATIONS
SA resident shareholders
The receipt of the cash dividend or electing to receive the return of capital may have tax implications for shareholders.
For those South African resident shareholders receiving the cash dividend, such amount will be regarded as a foreign
dividend and may be subject to South African dividends tax at a rate of 15%, unless an exemption as set out in the South
African Income Tax legislation applies.
The receipt of new NEPI shares by South African resident shareholders should not be classified as a dividend or a foreign
dividend for South African tax purposes and accordingly South African dividends tax should not be levied on the new
NEPI shares. However, the legislation in this regard is complex and its implementation is currently uncertain.
Accordingly, shareholders should seek independent professional tax advice.
NEPI shareholders are advised to consult their professional advisors regarding the tax consequences of the cash dividend
and the return of capital or should they be in any doubt as to the appropriate action to take.
In terms of the JSE Listings Requirements regarding the new Dividends Tax effective 1 April 2012, the following
additional information is disclosed:
- As the company is not a South African registered company, it does not have any STC credits.
- There is no withholding tax payable in the Isle of Man.
Shareholders residing outside South Africa
The receipt of the cash dividend or electing to receive the return of capital may have tax implications for shareholders
who are resident in the United Kingdom, Romania or other countries and such shareholders are advised to obtain
appropriate advice from their professional advisors in this regard.
24 August 2012
For further information please contact:
New Europe Property Investments plc +40 74 432 8882
Martin Slabbert
Nominated Adviser and Broker +44 20 7131 4000
Smith & Williamson Corporate Finance Limited
Azhic Basirov/Siobhan Sergeant
JSE sponsor +27 11 283 0042
Java Capital
Romanian advisor +40 21 222 8731
SSIF Intercapital Invest SA
Razvan Pasol
Date: 24/08/2012 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.