Proposed Return of Cash to Shareholders of 40 pence per share via a B/C Share Scheme
Further to the Company's announcement today of its interim results, the Company announces further details of its proposed return of 40 pence per share (approximately £133 million) return of cash to its shareholders (the "Return of Cash"). A circular to shareholders in relation to the Return of Cash (the "Circular"), which includes a notice convening a general meeting of the Company to approve the Return of Cash, is being posted today.
The Board has decided to effect the Return of Cash through a structure involving an issue of B Shares and/or C Shares which would enable all Shareholders, subject to applicable overseas restrictions and tax laws, to elect to receive their Return of Cash proceeds as either income (the "Income Option") or capital (the "Capital Option") or any combination of the two.
Under this proposal, referred to as the "B/C Share Scheme", and subject to shareholder approval being obtained, for every 1 existing Ordinary Share held at 6.00 p.m. on 25 September 2013, 40 pence is to be returned to Shareholders through the issue to them of either one B Share, which will be redeemed by the Company for 40 pence, or one C Share, on which a dividend of 40 pence will be paid.
The key elements of the proposed B/C Share Scheme are as follows:
- Shareholders, other than those in certain Restricted Territories (including the United States, Australia, Japan, Canada, the Republic of South Africa or New Zealand) and subject to certain further restrictions detailed in the Circular, can elect to receive their Return of Cash proceeds pursuant to either the Income Option or the Capital Option or any combination of the two;
- Shareholders in certain Restricted Territories and Shareholders who do not make an election will be deemed to have elected for the Income Option;
- the latest time and date for receipt of shareholders' forms of proxy and CREST proxy instructions is 10.00 a.m. on 23 September 2013;
- the B/C Share Scheme is conditional upon Shareholder approval, which will be sought at a general meeting of the Company to be held at 10.00 a.m. on 25 September 2013;
- the record time for the entitlement to B Shares and/or C Shares is 6.00 p.m. on 25 September 2013;
- the latest time and date for receipt of shareholders' elections is 4.30 p.m. on 2 October 2013;
- cheques are expected to be despatched to Shareholders, BACS payments are expected to be made to Shareholders and CREST accounts are expected to be credited, in each case by 14 October 2013.
As explained above, the Circular setting out full details of the B/C Share Scheme and explaining why the Directors consider the B/C Share Scheme to be in the best interests of Shareholders as a whole will be despatched to Shareholders later today. The Circular will also be available at the Company's website. A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM
Tel: +44 (0)20 7747 2000
Roger Cagle, Deputy Chief Financial Officer and Chief Financial Officer
BofA Merrill Lynch
Tel: +44 (0)20 7628 1000
The terms defined in the Circular have the same meanings when used this announcement. Unless otherwise stated, references to time contained in this announcement are to London time.
This announcement does not constitute an offer to sell, an invitation to induce an offer or a solicitation of an offer to buy or subscribe for securities, nor shall there be any sale of securities referred to in this announcement, in or from any jurisdiction in which such offer, invitation, solicitation or sale would be unlawful.
No application will be made to the UK Listing Authority or to the London Stock Exchange for any of the B Shares, C Shares or Deferred Shares to be admitted to the Official List or to trading on the London Stock Exchange’s main market for listed securities, nor will the B Shares, C Shares or the Deferred Shares be listed or admitted to trading on any other securities or investment exchange.
None of the securities referred to in this announcement have been or will be registered under the US Securities Act or the state securities laws of the United States and none of them may be offered or sold in the United States or to any US persons unless pursuant to a transaction that has been registered under the US Securities Act and the relevant state securities laws or a transaction that is not subject to the registration requirements of the US Securities Act and the state securities laws, either due to an exemption therefrom or otherwise.