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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 10 August 2016, shareholders are advised that the board of directors (“the board”) of the company has declared
an interim distribution of 18.68 Euro cents per share in respect of the six months ended 30 June 2016, and that the board has
resolved to offer shareholders the election to receive a return of capital by way of an issue of new NEPI shares (“return of
capital”) or a cash dividend. The cash dividend will be paid to shareholders unless a shareholder elects to receive a return of
capital. Shareholders on the South African register will receive their cash dividend in South African Rand converted from Euro at
an exchange rate to be announced on Tuesday, 13 September 2016.
The number of new NEPI shares to which a shareholder is entitled in terms of the return of capital will be determined with
reference to the ratio that the cash dividend of 18.68 Euro cents per share bears to the reference price, being up to a 5% discount to
the five-day volume weighted average traded price (less the cash dividend) of NEPI shares on the JSE (converted to Euro for
those shares held on the UK and Romanian registers), to be announced on Tuesday, 13 September 2016.
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 are funded by way of a reduction of part of the company’s share premium account (which is a reduction of capital).
As at the date of this announcement, the company has 318 843 185 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 (“circular”), together with an election form, has been posted to shareholders on 31 August 2016 and is
available on the company’s website at www.nepinvest.com.
SALIENT DATES AND TIMES
For shareholders on the SA share register
2016
Announcement on SENS to NEPI shareholders in respect of an election to receive either a cash Wednesday, 31 August
dividend or a return of capital and issue of dividend election circular
Announcement on SENS of reference price, Rand exchange rate and return of capital ratio by Tuesday, 13 September
11:00 on
Last day to trade in order to be eligible for the cash dividend or alternatively the return of capital Tuesday, 20 September
on
Shares commence trading ex the cash dividend or return of capital on Wednesday, 21 September
Record date for shareholders recorded on the SA share register Friday, 23 September
Closing date for receipt of completed election forms by no later than 12:00 on Friday, 23 September
Announcement on SENS of the amount of new NEPI shares issued on Friday, 30 September
Dispatch of share certificates, payment of cash dividend, CSDP/broker accounts credited/updated Monday, 3 October
and new NEPI shares listed on the JSE on
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. Uncertificated 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, 3 October 2016.
3. Transfers of shares between sub-registers in the United Kingdom, South Africa and Romania may not take place between Tuesday,
13 September 2016 and Friday, 23 September 2016 both days inclusive.
4. Share certificates may not be dematerialised or rematerialised between Wednesday, 21 September 2016 and Friday, 23 September 2016
both days inclusive.
5. Shareholders on the SA share register will receive a cash dividend in South African Rand, based on the Rand exchange rate. An
announcement in this respect will be made on Tuesday, 13 September 2016.
For shareholders on the UK share register
2016
Announcement on RNS to NEPI shareholders in respect of an election to receive either a cash Wednesday, 31 August
dividend or a return of capital and issue of dividend election circular
Announcement on RNS of reference price, Rand exchange rate and return of capital ratio on Tuesday, 13 September
Last day to trade in order to be eligible for the cash dividend or alternatively the return of capital Wednesday, 21 September
on
Shares commence trading ex the cash dividend or return of capital on Thursday, 22 September
Record date for shareholders recorded on the UK share register Friday, 23 September
Closing date for receipt of completed election forms by no later than 12:00 on Friday, 23 September
Announcement on RNS of the amount of new NEPI shares issued on Friday, 30 September
Dispatch of share certificates, payment of cash dividend, CREST accounts credited/updated and Monday, 3 October
new NEPI shares listed on AIM on
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 are issued and
reflect in their accounts with their CREST provider or broker.
3. Transfers of shares between sub-registers in the United Kingdom, South Africa and Romania may not take place between Tuesday,
13 September 2016 and Friday, 23 September 2016 both days inclusive.
4. Share certificates may not be dematerialised or rematerialised between Wednesday, 21 September 2016 and Friday, 23 September 2016
both days inclusive.
For shareholders registered in Romania
2016
Announcement on BVB to NEPI shareholders in respect of an election to receive either a cash Wednesday, 31 August
dividend or a return of capital and issue of dividend election circular
Announcement on BVB of reference price, Rand exchange rate and return of capital ratio on Tuesday, 13 September
Last day to trade in order to be eligible for the cash dividend or alternatively the return of capital Wednesday, 21 September
on
Shares commence trading ex the cash dividend or return of capital on Thursday, 22 September
Romanian record date Friday, 23 September
Last date when the shareholders registered in Romania who/which elect to receive the return of Friday, 23 September
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 15:30 on
Announcement on BVB of the amount of new NEPI shares issued on Friday, 30 September
Payment of cash dividend and/or broker share accounts updated and new NEPI shares listed on Monday, 3 October
BVB on
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
will be released on the BVB.
2. Uncertificated shareholders should note that new NEPI shares should not be traded until the new NEPI shares are issued and
reflect in their accounts with their CSDP or broker.
3. Transfer of shares between the sub-registers in the United Kingdom, South Africa and Romania may not take place between Tuesday,
13 September 2016 and Friday, 23 September 2016 both days inclusive.
4. Share certificates may not be dematerialised or rematerialised between Wednesday, 21 September 2016 and Friday, 23 September 2016
both days inclusive.
TAX IMPLICATIONS
SA resident shareholders
The receipt of the cash dividend or election 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.
The information provided above is only of direct application to shareholders on the South African share register. The gross local
dividend amount for shareholders exempt from paying South African dividends tax will be announced on Tuesday, 13 September
2016, being the date on which the exchange rate in respect of the interim dividend is announced. The net local dividend amount
for shareholders liable to pay the 15% South African dividends tax will also be announced on Tuesday, 13 September 2016.
In terms of the JSE Listings Requirements regarding dividends withholding tax in South Africa, NEPI shareholders are advised
that 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
Mirela Covasa +40 21 232 13 98
AIM Nominated Advisor and Broker
Smith & Williamson Corporate Finance Limited
Azhic Basirov / Katy Birkin +44 20 7131 4000
JSE sponsor
Java Capital +27 11 722 3050
BVB advisor
SSIF Intercapital Invest SA
Razvan Pasol +40 21 222 8731
31 August 2016
Date: 31/08/2016 08:02:00 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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