NEPI ROCKCASTLE PLC - Election to receive either a cash dividend or a return of capital: finalisation announcement

Election to receive either a cash dividend or a return of capital: finalisation announcement

NEPI Rockcastle plc
(Incorporated and registered in the Isle of Man)
(Registered number 014178V)
JSE and Euronext share code: NRP
ISIN: IM00BDD7WV31
(“NEPI Rockcastle” or “the company”)


ELECTION TO RECEIVE EITHER A CASH DIVIDEND OR A RETURN OF CAPITAL: FINALISATION ANNOUNCEMENT


NEPI Rockcastle shareholders are referred to the circular issued on Monday, 23 September 2019, in respect
of an election to receive the interim dividend (the “interim dividend”) for the six months ended 30 June 2019,
either as a cash dividend or as a return of capital and are advised as follows:

-   Shareholders holding shares traded on the JSE will receive their cash dividend in South African Rand
    converted from Euro at an exchange rate determined on Monday, 30 September 2019 of EUR1.00:ZAR
    16.5997. Accordingly, the cash dividend of 29.02 eurocents per share will be equal to ZAR 4.8172 per
    share.

-   The reference price is ZAR 123.3589 (“reference price”), being a 5% discount to the five-day volume
    weighted average traded price (less distribution) of NEPI Rockcastle shares on the JSE as at Monday,
    30 September 2019. For NEPI Rockcastle shares traded on Euronext Amsterdam, the reference price is
    EUR 7.4314 (being the reference price of ZAR 123.3589 converted to Euro at the Rand exchange rate of
    EUR1.00:ZAR 16.5997).

-   Shareholders electing to receive the return of capital will receive 3.9050 new NEPI Rockcastle shares for
    every 100 NEPI Rockcastle shares held by such shareholders on the record date of Friday,
    11 October 2019, representing the ratio that the cash dividend bears to the reference price. The interim
    dividend will be paid from the Isle of Man.

If no shareholders were to elect to receive the return of capital, the value of the dividends would amount to
EUR 170 010 445.01. Should all shareholders elect to receive the return of capital, the maximum total number
of new NEPI Rockcastle shares to be issued by NEPI Rockcastle pursuant to the return of capital will be
22 877 310.

The share capital of the company as at the date of this announcement is as follows:
                                                                                                   ‘000 EUR
Share capital
Authorised
2 000 000 000 ordinary shares of €0.01 each                                                          20 000
Issued share capital
585 838 887 ordinary shares of €0.01 each                                                             5 858
Share premium                                                                                     3 625 488
Total                                                                                             3 631 346

Should all eligible NEPI Rockcastle shareholders elect to receive the return of capital, the share capital of the
company after issue of the new NEPI Rockcastle shares will be as follows:

                                                                                                   ‘000 EUR
Share capital
Authorised
2 000 000 000 ordinary shares of €0.01 each                                                          20 000
Issued share capital
608 716 197 ordinary shares of €0.01 each                                                             6 087
Share premium                                                                                     3 625 259
Total                                                                                             3 631 346

Dividend tax (and therefore the information provided in this paragraph) is only of direct application to
shareholders holding shares traded on the JSE. The gross local dividend amount is ZAR 4.8172 per share for
shareholders exempt from paying South African dividends tax. The net local dividend amount is ZAR 3.8538
per share for shareholders liable to pay the dividends tax rate of 20%. There is no withholding tax payable in
the Isle of Man.

NEPI Rockcastle has a dual primary listing on the Main Board of the JSE and Euronext Amsterdam.

For further information, please contact:

NEPI Rockcastle plc
Mirela Covasa                                                    +40 21 232 1398

JSE sponsor
Java Capital                                                     +27 11 722 3050

Euronext Listing Agent
ING Bank                                                         +31 20 563 6685

Media Relations                                                  +44 20 7404 5959
Brunswick Group                                                  +27 11 502 73 00
                                                                 nepirockcastle@brunswick.com

1 October 2019

Date: 01/10/2019 11:25:00
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