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Notice to NEPI shareholders in respect of an election to receive either a cash dividend 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 AN ELECTION TO RECEIVE EITHER
A CASH DIVIDEND OR A RETURN OF CAPITAL
CASH DIVIDEND OR RETURN OF CAPITAL
As announced on 6 February 2013, shareholders are advised that the board of the company has declared a final
distribution of 12.05 euro cents per share in respect of the six months ended 31 December 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 2.774 new NEPI shares for every 100 NEPI shares held on the relevant record date, being Thursday,
28 March 2013 (“return of capital”) at an issue price of €4.43 per share or a cash dividend of 12.05 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 144 362 152 ordinary shares of €0.01 each in issue.
A circular to NEPI shareholders in respect of the election being offered to NEPI shareholders to receive either
the cash dividend or the return of capital, together with an election form, will be posted to shareholders
today, Friday, 1 March 2013 and is available on the company’s website at www.nepinvest.com.
SALIENT DATES AND TIMES
For shareholders on the SA share register
2013
Announcement of Euro to Rand conversion rate released on SENS on or before Wednesday, 13 March
Last day to trade in order to be eligible for the cash dividend or alternatively the return
of capital on Wednesday, 20 March
Shares commence trading “ex” the cash dividend or return of capital on Friday, 22 March
Record date for shareholders recorded on the SA share register Thursday, 28 March
Closing date for receipt of completed election forms by no later than 12:00 on Thursday, 28 March
Share certificates posted and dividend payments made, CSDP/broker accounts
credited/updated and new NEPI shares listed on the JSE on Monday, 8 April
Announcement on SENS of the amount of new NEPI shares issued on Monday, 8 April
Notes:
1. All dates and times quoted above are local dates and 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 between Friday, 22 March 2013 and Thursday, 28 March 2013
both days inclusive, nor may transfers of shares between sub-registers in the United Kingdom, South Africa and
Romania take place between Friday, 22 March 2013 and Monday, 8 April 2013 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 Wednesday, 13 March 2013. A further announcement in this respect will be
made on or before Wednesday, 13 March 2013.
For shareholders on the UK share register
2013
Last day to trade in order to be eligible for the cash dividend or alternatively the return
of capital on Monday, 25 March
Shares commence trading “ex” the cash dividend or return of capital on Tuesday, 26 March
Record date for shareholders recorded on the UK share register Thursday, 28 March
Closing date for receipt of completed election forms by no later than 12:00 on Thursday, 28 March
Share certificates posted and dividend payments made, CREST accounts
credited/updated and new NEPI shares listed on AIM on Monday, 8 April
Announcement on RNS of the amount of new NEPI shares issued on Monday, 8 April
Notes:
1. All dates and times quoted above are local dates and times in the United Kingdom. The above dates and times are subject
to change. Any changes will be released on 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 recertificated, nor may transfers of shares between sub-registers in the
United Kingdom and Romania take place between Friday, 22 March 2013 and Monday, 8 April 2013 both days inclusive.
For shareholders registered in Romania
2013
Last day to trade in order to be eligible for the cash dividend or alternatively the return Monday, 25 March
of capital on
Shares commence trading “ex” the cash dividend or return of capital on Tuesday, 26 March
Romanian record date Thursday, 28 March
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 Thursday, 28 March
Dividend paid and/or broker share accounts updated and new NEPI shares listed on the
BVB on Monday, 8 April
Announcement on the BVB of the amount of new NEPI issued on Monday, 8 April
Notes:
1. All dates and times quoted above are local dates and 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 Friday, 22 March 2013 and Monday, 8 April 2013 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 dividends tax, 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.
1 March 2013
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: 01/03/2013 08:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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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,
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