» Notice to Nepi Shareholders in Respect of an Election to Receive Either a Cash Dividend or a Return of Capital

Notice to Nepi Shareholders in Respect of an Election to Receive Either a Cash Dividend or a Return of Capital

Posted on: 28 August 2013


Cash Dividend or Return of Capital

As announced on 6 August 2013, shareholders are advised that the board of directors (“the board”) of the company has declared an interim distribution of 12.93 Euro cents per share in respect of the six months ended 30 June 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 2.694 new NEPI shares for every 100 NEPI shares held on the relevant record date, being Friday, 20 September 2013 (“return of capital”) at an issue price of €4.80 per share or a cash dividend of 12.93 Euro cents per share (“cash dividend”). A cash dividend will be paid to shareholders unless shareholders elect 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 182 440 117 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 today, Wednesday, 28 August 2013 and is available on the company’s website at www.nepinvest.com




Salient Dates and Times

For shareholders on the SA share register
Announcement of Euro to Rand conversion rate released on SENS on or beforeFriday, 6 September 2013
Last day to trade in order to be eligible for the cash dividend or alternatively the return of capital onFriday, 13 September 2013
Shares commence trading "ex" the cash dividend or return of capital onMonday, 16 September 2013
Record date for shareholders recorded on the SA share registerFriday, 20 September 2013
Closing date for receipt of completed election forms by no later than 12:00 onFriday, 20 September 2013
Announcement on SENS of the amount of new NEPI shares issued onFriday, 27 September 2013
Dispatch of share certificates, payment of cash dividend, CSDP/broker accounts credited/updated and new NEPI shares listed on the JSE onMonday, 30 September 2013

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.
  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, 30 September 2013.
  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, 16 September 2013 and Monday, 30 September 2013 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 Friday, 6 September 2013. An announcement in this respect will be made on or before Friday, 6 September 2013.


For shareholders on the UK share register
Last day to trade in order to be eligible for the cash dividend or alternatively the return of capital onTuesday, 17 September 2013
Shares commence trading "ex" the cash dividend or return of capital onWednesday, 18 September 2013
Record date for shareholders recorded on the UK share registerFriday, 20 September 2013
Closing date for receipt of completed election forms by no later than 12:00 onFriday, 20 September 2013
Announcement on RNS of the amount of new NEPI shares issued onFriday, 27 September 2013
Dispatch of share certificates, payment of cash dividend, CREST accounts credited/updated and new NEPI shares listed on AIM onMonday, 30 September 2013

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, 16 September 2013 and Friday, 20 September 2013 both days inclusive.


For shareholders registered in Romania
Last day to trade in order to be eligible for the cash dividend or alternatively the return of capital onTuesday, 17 September 2013
Shares commence trading "ex" the cash dividend or return of capital onWednesday, 18 September 2013
Romanian record dateFriday, 20 September 2013
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 12:00 onFriday, 20 September 2013
Announcement on the BVB of the amount of new NEPI issued onFriday, 27 September 2013
Payment of cash dividend and/or broker share accounts updated and new NEPI shares listed on the BVB onMonday, 30 September 2013

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, 16 September 2013 and Friday, 20 September 2013 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 the dividends tax, the following additional information is disclosed:

  • As the company is not a South African registered company, it does not have any STC credits.
  • 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.