TIDMNEPI
RNS Number : 5150P
New Europe Property Investments PLC
19 February 2016
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 9 February 2016, shareholders are advised that
the board of directors ("the board") of the company has declared a
final distribution of 17.17 Euro cents per share in respect of the
six months ended 31 December 2015, which combined with the
distributable earnings for the first half of the financial year,
results in a 35.34 Euro cents per share distribution for 2015, 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.
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 17.17 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
or before Friday, 26 February 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 298 590 564
ordinary shares of EUR0.01 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,
will be posted to shareholders today, 19 February 2016 and will
also be available from today on the company's website at
www.nepinvest.com.
SALIENT DATES AND TIMES
For shareholders on the SA share register
2016
--------------------------------------- --------------------
Announcement on SENS of Rand exchange
rate on or before, by 11:00 Friday, 26 February
Announcement on SENS of reference
price and return of capital ratio
on or before, by 11:00 Friday, 26 February
Last day to trade in order to be
eligible for the cash dividend or
alternatively the return of capital
on Friday, 4 March
Shares commence trading ex the cash
dividend or return of capital on Monday, 7 March
Record date for shareholders recorded
on the SA share register Friday, 11 March
Closing date for receipt of completed
election forms by no later than
12:00 on Friday, 11 March
Announcement on SENS of the amount
of new NEPI shares issued on Friday, 18 March
Dispatch of share certificates,
payment of cash dividend, CSDP/broker
accounts credited/updated and new
NEPI shares listed on the JSE on Tuesday, 22 March
--------------------------------------- --------------------
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 Tuesday, 22 March 2016.
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, 7 March 2016 and Friday, 11 March 2016 both days
inclusive.
4. 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 or before Friday, 26
February 2016.
For shareholders on the UK share register
2016
-------------------------------------- --------------------
Announcement on RNS of reference
price and return of capital ratio
on or before Friday, 26 February
Last day to trade in order to be
eligible for the cash dividend or
alternatively the return of capital
on Wednesday, 9 March
Shares commence trading ex the cash
dividend or return of capital on Thursday, 10 March
Record date for shareholders recorded
on the UK share register Friday, 11 March
Closing date for receipt of completed
election forms by no later than
12:00 on Friday, 11 March
Announcement on RNS of the amount
of new NEPI shares issued on Friday, 18 March
Dispatch of share certificates,
payment of cash dividend, CREST
accounts credited/updated and new
NEPI shares listed on AIM on Tuesday, 22 March
-------------------------------------- --------------------
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. 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 CREST provider or broker on Tuesday, 22 March
2016.
3. Share certificates may not be uncertificated or
recertificated, nor may transfers of shares between sub-registers
in the United Kingdom, South Africa and Romania take place between
Monday, 7 March 2016 and Friday, 11 March 2016 both days
inclusive.
For shareholders registered in Romania
2016
---------------------------------------- --------------------
Announcement on BVB of reference
price and return of capital ratio
on or before Friday, 26 February
Last day to trade in order to be
eligible for the cash dividend or
alternatively the return of capital
on Wednesday, 9 March
Shares commence trading ex the cash
dividend or return of capital on Thursday, 10 March
Romanian record date Friday, 11 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 15:30 on Friday, 11 March
Announcement on BVB of the amount
of new NEPI shares issued on Friday, 18 March
Payment of cash dividend and/or
broker share accounts updated and
new NEPI shares listed on BVB on Tuesday, 22 March
---------------------------------------- --------------------
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. 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 Tuesday, 22 March 2016.
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, 7 March 2016 and Friday, 11 March 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.
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
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