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Finalisation announcement: Election to receive a capital repayment or cash dividend
NEPI Rockcastle N.V.
Incorporated and registered in the Netherlands
Registration number 87488329
Share code: NRP
ISIN: NL0015000RT3
("NEPI Rockcastle" or "the Company")
FINALISATION ANNOUNCEMENT: ELECTION TO RECEIVE A CAPITAL REPAYMENT OR CASH DIVIDEND
Shareholders are referred to the circular issued on Tuesday, 27 February 2024 (the "Circular") in respect of an
election to receive the dividend for the six months ended 31 December 2023 of 25.61 euro cents per share ("final
dividend"), either:
(i) via a reduction and repayment in cash of the nominal value per share ("capital repayment") (the default); or
(ii) as an ordinary cash dividend out of distributable profits ("cash dividend").
Shareholders are now advised as follows:
- Shareholders holding shares traded on the JSE and A2X will receive any capital repayment or cash
dividend in South African Rand converted from Euro at an average exchange rate of
EUR1.00:ZAR20.91054, calculated with reference to a three-day period comprising, Friday, 23 February
2024, Monday, 26 February 2024 and Monday, 4 March 2024. Accordingly, the capital repayment and
cash dividend of 25.61 euro cents per share will be equal to ZAR cents 535.51893 per share.
Shareholders holding shares traded on Euronext Amsterdam will receive any capital repayment or cash dividend
in Euros.
A summary of the Dutch, South African and United States ("U.S.") tax implications is set out below. Shareholders
are further referred to the detailed commentary on the Dutch, South African and U.S. tax implications as set out
in the announcement of Tuesday, 27 February 2024.
Capital repayment (default option)
No Dutch dividend tax will be withheld on capital repayments paid to shareholders.
For South African shareholders, the capital repayment should be treated as a return of capital (because from a
Dutch standpoint it is treated as repayment of capital), therefore no South African dividend tax should apply. The
capital repayment will reduce the shares' tax base, resulting in a potentially higher capital gain in the future when
the shares are sold. Insofar as the repayment exceeds the shares' tax base, it may immediately result in capital
gains tax.
Thus, the gross capital repayment amount paid by the Company is ZAR cents 535.51893 per share for
shareholders electing the capital repayment (the default option) subject to tax implication according to South
African law.
Cash dividend (election)
The Company must withhold 15% Dutch dividend tax ("Dutch DWHT") on the cash dividend, leaving a
distribution amount per share net of Dutch DWHT. The actual amount withheld may vary slightly due to
rounding, depending on the number of shares owned and the applied exchange rate. The Dutch DWHT will be
remitted to the Dutch tax authorities on behalf of the recipient of the cash dividend. Where required, a dividend
note will be issued.
As a general rule, for private individuals tax resident in South Africa, the gross cash dividend is subject to 20%
South African dividends withholding tax ("SADWT"), leaving a distribution amount per share net of SADWT
(i.e. 80% of the gross distribution), as discussed hereafter.
- where a regulated intermediary in South Africa ("CSDP") is satisfied that a particular private individual
tax resident in South Africa has suffered non-recoverable Dutch DWHT, such CSDP should withhold
10% SADWT (being the 20% SADWT less 10% Dutch DWHT, according to the tax treaty between the
Netherlands and South Africa ("NL/SA Treaty").
- Private individuals who are tax resident in South Africa and beneficially own the distributions are
generally entitled to a refund of 5% Dutch DWHT of the gross distribution which they may request from
the Dutch tax authorities on the basis of the NL/SA Treaty.
Thus, the net dividend amount for shareholders (private individuals) electing the cash dividend is ZAR cents
401.63920 per share, being the gross dividend of ZAR cents 535.51893 per share affected by 15% Dutch DWHT
withheld by the Company and 10% SADWT withheld by the CSDP. A refund of 5% Dutch DWHT applied to
25.61 euro cents from Dutch tax authorities is available subject to tax claim processes initiated by shareholder or
its appointed agent.
The above could be different if sufficient proof has been provided to the CSDP of the below:
- a shareholder qualifies for an exemption from SADWT on the basis of South African domestic law; and
- the formal requirements to apply such exemption from SADWT are timely satisfied (insofar as
applicable).
U.S. tax implications
This is a brief summary of the relevant U.S. tax implications and shareholders should consult the Circular for
further information.
Subject to the passive foreign investment company ("PFIC") rules discussed in the Circular, a distribution made
by the Company on the NEPI Rockcastle shares generally will be treated as a dividend includible in the gross
income of a U.S. shareholder as ordinary income to the extent of the Company's current and accumulated earnings
and profits as determined under U.S. federal income tax principles. To the extent the amount of such distribution
exceeds the Company's current and accumulated earnings and profits as so computed, the distribution will be
treated first as a non-taxable return of capital to the extent of such U.S. shareholder's adjusted tax basis in the
NEPI Rockcastle shares and, to the extent the amount of such distribution exceeds such adjusted tax basis, will
be treated as gain from the sale of such shares. The Company does not maintain calculations of earnings and
profits for U.S. federal income tax purposes. Therefore, a U.S. shareholder should expect that cash distributions
to the extent of the capital repayment and the cash dividend will generally be treated as a dividend. Such dividends
will not be eligible for the dividends received deduction allowed to corporations.
Distributions pursuant to the capital repayment and the cash dividend generally will constitute income from
sources outside the United States for foreign tax credit limitation purposes.
The capital repayment and the cash dividend will be paid in currency other than U.S. dollars. The U.S. dollar
value of the capital repayment and the cash dividend in foreign currency must be calculated by reference to the
exchange rate in effect on the date of receipt of such distribution by the U.S. shareholder, regardless of whether
the foreign currency is in fact converted into U.S. dollars. If the foreign currency so received is converted into
U.S. dollars on the date of receipt, such U.S. shareholder generally will not recognise foreign currency gain or
loss on such conversion. If the foreign currency so received is not converted into U.S. dollars on the date of
receipt, such U.S. shareholder will have a basis in the foreign currency equal to its U.S. dollar value on the date
of receipt. Any gain or loss on a subsequent conversion or other disposition of the foreign currency generally will
be treated as ordinary income or loss to such U.S. shareholder and generally will be income or loss from sources
within the United States for foreign tax credit limitation purposes.
The information provided above does not constitute tax advice and is intended only as a high-level guide on the
tax treatment of the distributions detailed in this announcement. Shareholders should consult their own
professional advisers to confirm their tax position. For shareholders residing outside of South Africa, the final
dividend may have other legal or tax implications and such shareholders are advised to obtain appropriate advice
from their professional advisers in this regard.
The salient dates and times announced on Tuesday, 27 February 2024 remain unchanged.
For further information please contact:
NEPI Rockcastle N.V.
Rudiger Dany/Eliza Predoiu +31 20 237 4770
JSE sponsor
Java Capital +27 11 722 3050
Euronext Listing Agent
ING Bank +31 20 563 6685
Media Relations mediarelations@nepirockcastle.com
5 March 2024
Date: 05-03-2024 11:00:00
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