Return of Cash to Shareholders: Results of B/C Share Scheme Elections
Following approval by Shareholders of the Return of Cash and certain related matters at the General Meeting of the Company held on 25 September 2013, the Company today provides an update in respect of the Return of Cash by way of the B/C Share Scheme.
Results of B/C Share Scheme elections
As at the Election Deadline of 4.30 p.m. on 2 October 2013, Shareholders' elections or, as the case may be, deemed elections, for the Share Alternatives in respect of the B/C Share Scheme were as follows:
Number of Ordinary Shares
* Percentage based on issued share capital excluding treasury shares
Shareholders who had not made a valid election and all Overseas Shareholders resident, or with a registered address in the United States, Australia, Japan, Canada, the Republic of South Africa, New Zealand or any other Restricted Territory have been deemed to have elected for the Income Option in respect of all of their Ordinary Shares.
For the Share Alternatives set out above, 94,984,376 B Shares of 40 pence each and 236,847,671 C Shares of 0.0000001 pence each will be issued at 8.00 a.m. today.
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.
Redemption of B Shares (Capital Option)
All B Shares of 40 pence each to be issued pursuant to the Capital Option (being 94,984,376 B Shares) are expected to be redeemed today for 40 pence per B Share. Following the redemption, such B Shares will be cancelled.
It is expected that Shareholders entitled to receive payments in respect of the proceeds of the redemption of B Shares issued pursuant to the Capital Option will be sent cheques or, if Shareholders held their Ordinary Shares in CREST, will have their CREST accounts credited, by 14 October 2013.
C Share Dividend (Income Option)
The C Share Dividend of 40 pence per C Share to be issued pursuant to the Income Option, will become payable today. Consequently, upon the C Shares being issued, they will automatically be reclassified as Deferred Shares having negligible cash and carrying extremely limited rights.
It is expected that Shareholders entitled to receive the C Share Dividend will be sent cheques or, if mandate instructions are held in respect of a Sterling bank account, that payments will be made by BACS to mandated accounts in respect of the C Share Dividend by 14 October 2013.
No share certificates will be issued in respect of the B Shares, C Shares or Deferred Shares.
SOCO Tel: +44 (0)20 7747 2000
Roger Cagle, Deputy Chief Executive Officer and Chief Financial Officer
BofA Merrill Lynch Tel: +44 (0)20 7628 1000
The terms defined in the circular to shareholders in relation to the Return of Cash dated 29 August 2013 have the same meanings when used in 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.
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.