New Europe Property Investments PLC Cash Dividend or Return of Capital (4560I)

TIDMNEPI

RNS Number : 4560I

New Europe Property Investments PLC

31 August 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 DIVID OR A RETURN OF CAPITAL

CASH DIVID 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.

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 by way of a reduction of capital.

As at the date of this announcement, the company has 318 843 185 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, 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           Wednesday, 
  in respect of an election to receive either         31 August 
  a cash dividend or a return of capital 
  and issue of dividend election circular 
 Announcement on SENS of reference price,           Tuesday, 13 
  Rand exchange rate and return of capital            September 
  ratio by 11:00 on 
 Last day to trade in order to be eligible          Tuesday, 20 
  for the cash dividend or alternatively              September 
  the return of capital on 
 Shares commence trading ex the cash dividend        Wednesday, 
  or return of capital on                          21 September 
 Record date for shareholders recorded on            Friday, 23 
  the SA share register                               September 
 Closing date for receipt of completed election      Friday, 23 
  forms by no later than 12:00 on                     September 
 Announcement on SENS of the amount of new           Friday, 30 
  NEPI shares issued on                               September 
 Dispatch of share certificates, payment              Monday, 3 
  of cash dividend, CSDP/broker accounts                October 
  credited/updated 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                Wednesday, 
  in respect of an election to receive either             31 August 
  a cash dividend or a return of capital 
  and issue of dividend election circular 
 Announcement on RNS of reference price,                Tuesday, 13 
  Rand exchange rate and return of capital                September 
  ratio on 
 Last day to trade in order to be eligible               Wednesday, 
  for the cash dividend or alternatively               21 September 
  the return of capital on 
 Shares commence trading ex the cash dividend             Thursday, 
  or return of capital on                              22 September 
 Record date for shareholders recorded on                Friday, 23 
  the UK share register                                   September 
 Closing date for receipt of completed election          Friday, 23 
  forms by no later than 12:00 on                         September 
 Announcement on RNS of the amount of new                Friday, 30 
  NEPI shares issued on                                   September 
 Dispatch of share certificates, payment                  Monday, 3 
  of cash dividend, CREST accounts credited/updated         October 
  and 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             Wednesday, 
  in respect of an election to receive either          31 August 
  a cash dividend or a return of capital 
  and issue of dividend election circular 
 Announcement on BVB of reference price,             Tuesday, 13 
  Rand exchange rate and return of capital             September 
  ratio on 
 Last day to trade in order to be eligible            Wednesday, 
  for the cash dividend or alternatively            21 September 
  the return of capital on 
 Shares commence trading ex the cash dividend          Thursday, 
  or return of capital on                           22 September 
 Romanian record date                                 Friday, 23 
                                                       September 
 Last date when the shareholders registered           Friday, 23 
  in Romania who/which elect to receive the            September 
  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 
 Announcement on BVB of the amount of new             Friday, 30 
  NEPI shares issued on                                September 
 Payment of cash dividend and/or broker                Monday, 3 
  share accounts updated and new NEPI shares             October 
  listed on 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 withholding 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 election 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                       [phone] 
----------------------------------  ----------------- 
 
 AIM Nominated Advisor and Broker 
 Smith & Williamson Corporate 
  Finance Limited 
 Azhic Basirov / Katy Birkin         [phone] 
----------------------------------  ----------------- 
 
 JSE sponsor 
 Java Capital                        [phone] 
----------------------------------  ----------------- 
 
 BVB advisor 
 SSIF Intercapital Invest SA 
 Razvan Pasol                        [phone] 
----------------------------------  ----------------- 
 

31 August 2016

This information is provided by RNS

The company news service from the London Stock Exchange

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August 31, 2016 02:02 ET (06:02 GMT)