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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 5 February 2014, shareholders are advised that the board of directors (“the board”) of the company
has declared an final distribution of 13.86 Euro cents per share in respect of the six months ended 31 December 2013
and that the board has resolved to offer to shareholders the election to receive a return of capital by way of an issue of
2.742 new NEPI shares for every 100 NEPI shares held on the relevant record date, being Friday, 4 April 2014
(“return of capital”) at an issue price of €5.05 per share or a cash dividend of 13.86 Euro cents per share (“cash
dividend”). A cash dividend will be paid to shareholders unless shareholders select 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 204 544 236 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 on, Thursday,
6 March 2014 and will be available on the company’s website at www.nepinvest.com from Thursday, 6 March 2014.
SALIENT DATES AND TIMES
For shareholders on the SA share register
2014
Announcement of Euro to Rand conversion rate released on SENS on or before Thursday, 20 March
Last day to trade in order to be eligible for the cash dividend or alternatively the return
of capital on Friday, 28 March
Shares commence trading ex the cash dividend or return of capital on Monday, 31 March
Record date for shareholders recorded on the SA share register Friday, 4 April
Closing date for receipt of completed election forms by no later than 12:00 on Friday, 4 April
Announcement on SENS of the amount of new NEPI shares issued on Friday, 11 April
Dispatch of share certificates, payment of cash dividend, CSDP/broker accounts
credited/updated and new NEPI shares listed on the JSE on Monday, 14 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 in South Africa.
2. Shareholders should note that new NEPI shares should not be traded until the new NEPI shares are issued or reflect in their
accounts with their CSDP or broker on Monday, 14 April 2014.
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, 31 March 2014 and Friday, 4 April 2014 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 Thursday, 20 March 2014. An announcement in this respect will be made on or before Thursday, 20 March 2014.
For shareholders on the UK share register
2014
Last day to trade in order to be eligible for the cash dividend or alternatively the return
of capital on Tuesday, 1 April
Shares commence trading ex the cash dividend or return of capital on Wednesday, 2 April
Record date for shareholders recorded on the UK share register Friday, 4 April
Closing date for receipt of completed election forms by no later than 12:00 on Friday, 4 April
Announcement on RNS of the amount of new NEPI shares issued on Friday, 11 April
Dispatch of share certificates, payment of cash dividend, CREST accounts
credited/updated and new NEPI shares listed on AIM on Monday, 14 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 Monday, 31 March 2014 and Friday, 4 April 2014 both days inclusive.
For shareholders registered in Romania
2014
Last day to trade in order to be eligible for the cash dividend or alternatively the return
of capital on Tuesday, 1 April
Shares commence trading ex the cash dividend or return of capital on Wednesday, 2 April
Romanian record date Friday, 4 April
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 13:00 on Friday, 4 April
Announcement on the BVB of the amount of new NEPI issued on Friday, 11 April
Payment of cash dividend and/or broker share accounts updated and new NEPI shares
listed on the BVB on Monday, 14 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. Uncertificated 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, 31 March 2014 and Friday, 4 April 2014 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 dividends tax in South Africa, the following additional
information is disclosed:
- As the company is not a South African registered company, it does not have any STC credits available to set-off
against the dividends withholding tax liability on the cash dividend.
- 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.
For further information please contact:
New Europe Property Investments plc
Martin Slabbert +40 74 432 8882
Nominated Adviser and Broker
Smith & Williamson Corporate Finance Limited
Azhic Basirov/Siobhan Sergeant +44 20 7131 4000
JSE sponsor
Java Capital +27 11 283 0042
Romanian advisor
SSIF Intercapital Invest SA
Razvan Pasol +40 21 222 8731
4 March 2014
Date: 04/03/2014 10:00:00 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.
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