Scheme of Arrangement

11th September 2007 New Corporate Structure - Posting of Circular Reckitt Benckiser plc today posts a circular to shareholders regarding its corporate restructuring. The proposals seek to create additional distributable reserves to allow the long-term continuation of the Company's progressive dividend and share buyback policies. In addition, the proposals seek to cancel and repay the Company's preference shares. The proposals in summary are: - * A scheme of arrangement whereby shares in Reckitt Benckiser plc will be swapped for an equivalent number of shares in Reckitt Benckiser Group plc, a new holding company. * This will be followed by a reduction in capital of the new holding company to create distributable reserves. * Reckitt Benckiser Group plc shares will be listed on the London Stock Exchange in exactly the same way as the existing Reckitt Benckiser plc shares (which will be de-listed). * The Reckitt Benckiser Preference Shares will be cancelled and repaid at par value of £1 each. * Reckitt Benckiser's share premium account and capital redemption reserve will be cancelled to create distributable reserves within the Company. The proposals are subject to Court approval and the approval of shareholders (for the scheme of arrangement and capital reductions) and preference shareholders (for the cancellation and repayment of the preference shares). A circular is being posted to shareholders today. The Court, EGM and Preference Shareholder Class meetings will be held on 4th October 2007. Reckitt Benckiser plc has been advised by Credit Suisse Securities (Europe) Limited. For Further Information: Reckitt Benckiser plc +44 (0) 1753 217800 Tom Corran SVP Investor Relations & Corporate Communications All Queries Mark Wilson Corporate Controller & Investor Relations Manager Investor Queries Fiona Fong Head of Corporate Communications Press Queries Credit Suisse Securities (Europe) Limited +44 (0) 20 7888 8888 Piers de Montfort / Chris Byrne Investor Queries Brunswick PR Agency +44 (0) 207 404 5959 Susan Gilchrist / Catherine Hicks Press Queries The Proposals in Detail Scheme of arrangement to create additional distributable reserves at the holding company level and cancellation of preference shares On 25 July 2007, Reckitt Benckiser plc ("Reckitt Benckiser" or the "Company") announced its intention to implement proposals to (i) create additional distributable reserves by the insertion of a new holding company of the Group by means of a scheme of arrangement followed by a reduction of capital of the new holding company, and (ii) to seek the cancellation and repayment of the Reckitt Benckiser Preference Shares (the "Proposals"). Reckitt Benckiser today announces further details of the Proposals and confirms that a circular is today being posted to Reckitt Benckiser Shareholders containing full details and seeking Reckitt Benckiser Shareholders' approval of the Proposals, as well as to the cancellation of the Company's share premium account and capital redemption reserve. If the scheme of arrangement is approved and becomes effective, Reckitt Benckiser Ordinary Shareholders will receive one Reckitt Benckiser Group Ordinary Share for every one Reckitt Benckiser Ordinary Share held at the Scheme Record Time. The new listed holding company, which is to be called Reckitt Benckiser Group plc, will have the same board, management and corporate governance as the Company. A prospectus relating to Reckitt Benckiser Group plc is also being published today, in connection with the admission to the Official List and admission to trading on the London Stock Exchange of Reckitt Benckiser Group plc. The prospectus can be accessed via http://www.reckittbenckiser.com/downloads/ prospectus.pdf Reasons for the Proposals Under English law, Reckitt Benckiser can only pay dividends to its shareholders and/or repurchase shares to the extent that it has distributable reserves. The objective of the scheme of arrangement and the reduction of capital of Reckitt Benckiser Group plc (as well as the cancellation of the Company's share premium account and capital redemption reserve) is to create distributable reserves. The Directors believe that the establishment of Reckitt Benckiser Group as a new holding company at this stage is the most suitable and effective way to provide greater flexibility in the capital structure of the Group and provide sufficient distributable reserves which will be available to Reckitt Benckiser Group plc for future dividends and share repurchases. The scheme of arrangement and reduction of capital of Reckitt Benckiser Group plc are expected to increase the distributable reserves available to the holding company of the Group from £380 million as at 31 December 2006 to approximately £14.4 billion. The cancellation of the Company's share premium account and capital redemption reserve also will create additional distributable reserves of approximately £ 538 million within Reckitt Benckiser. The market for the Reckitt Benckiser Preference Shares is extremely limited and illiquid and the proposals for the cancellation and repayment of the Reckitt Benckiser Preference Shares will provide Reckitt Benckiser Preference Shareholders with the opportunity to convert their illiquid assets into cash at a premium to the price at which the securities have recently traded. The Board also considers that the administrative costs resulting from the maintenance of separate classes of ordinary shares and preference shares are not justifiable. Reckitt Benckiser Shareholders should note that the proposals to create additional distributable reserves and the cancellation of the Reckitt Benckiser Preference Shares are not inter-conditional. Conditions to and implementation of the Proposals Implementation of the scheme of arrangement and the reduction of capital of Reckitt Benckiser Group plc is conditional (amongst other things) upon: i. approval of the scheme of arrangement by a majority of Reckitt Benckiser Ordinary Shareholders representing not less than 75 per cent. in value of those Reckitt Benckiser Ordinary Shareholders voting (in person or by proxy) at the Court Meeting; ii. approval of the scheme of arrangement by not less than 75 per cent. of all Reckitt Benckiser Shareholders who vote (in person or by proxy) at the EGM; and iii. sanction of the scheme of arrangement and confirmation of the reduction of capital of Reckitt Benckiser Group plc by the Court. The cancellation and repayment of the Reckitt Benckiser Preference Shares is conditional (amongst other things) upon: i. approval of the cancellation and repayment of the Reckitt Benckiser Preference Shares by Reckitt Benckiser Preference Shareholders at the Preference Shareholder Class Meeting; and ii. confirmation of the reduction of capital of the Reckitt Benckiser Preference Shares by the Court. The cancellation of the Company's share premium account and capital redemption reserve is conditional (amongst other things) upon: i. approval of the cancellation of the Company's share premium account and capital redemption reserve by not less than 75 per cent. of all Reckitt Benckiser Shareholders who vote (in person or by proxy) at the EGM; and ii. confirmation of the reduction of capital of the Company's share premium account and capital redemption reserve by the Court. Expected Timetable of Key Events Circular sent to shareholders and prospectus 11 September 2007 published Last date for receipt of forms of proxy for the Court 2 October 2007 Meeting, EGM and Preference Shareholder Class Meeting Court Meeting, EGM and Preference Shareholder Class 4 October 2007 Meeting Last day for dealings in Reckitt Benckiser Ordinary 22 October 2007 Shares and Reckitt Benckiser Preference Shares Scheme Record Time 6 p.m. 22 October 2007 Reckitt Benckiser Group plc ordinary shares listed on 23 October 2007 the London Stock Exchange and dealings commence Court Hearing of petition to confirm reduction of 24 October 2007 capital of Reckitt Benckiser Group plc Reckitt Benckiser Group plc reduction of capital 25 October 2007 effective Despatch of payments for cancelled Uncertificated 26 October 2007 preference shares via CREST Despatch of payments for cancelled Certificated 30 October 2007 preference shares via cheque This timetable is based on the Board's expectations and may be subject to change. Cancellation of listing of Reckitt Benckiser Ordinary Shares and Reckitt Benckiser Preference Shares Notice is hereby given that Reckitt Benckiser plc, conditional upon the scheme of arrangement being declared effective, intends to cancel its listing of ordinary shares and preference shares from 8.a.m. on Tuesday 23 October 2007 at which time it is anticipated that dealings in Reckitt Benckiser Group plc ordinary shares will commence on the London Stock Exchange. Financial Advice The Board has received advice in relation to the Proposals from Credit Suisse Securities (Europe) Limited. Documents Available for Inspection Copies of the circular and prospectus have been submitted to the UK Listing Authority and will shortly be available for inspection at the Document Viewing Facility, which is situated at the following address: Financial Services Authority, 25 The North Colonnade , Canary Wharf, London E14 5HS. Terms used but not defined herein have the meanings given to them in the circular posted to shareholders today. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENT SHALL BE SOLD, ISSUED OR TRANSFERRED IN OR INTO ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. Credit Suisse Securities (Europe) Limited is acting exclusively for Reckitt Benckiser and Reckitt Benckiser Group plc and no-one else in connection with the Proposals and will not be responsible to anyone other than Reckitt Benckiser and Reckitt Benckiser Group plc for providing the protections afforded to clients of Credit Suisse Securities (Europe) Limited or for providing advice in relation to the Proposals. Notice to United States residents In particular, this document is not an offer of securities in the United States. The Reckitt Benckiser Group Ordinary Shares will not be, and are not required to be, registered with the US Securities and Exchange Commission (the "SEC") under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States. It is expected that the Reckitt Benckiser Group Ordinary Shares will be issued in reliance on the exemption from registration provided by Section 3(a)(10) thereof. Reckitt Benckiser Shareholders (whether or not US persons) who are affiliates (within the meaning of the US Securities Act) of Reckitt Benckiser or Reckitt Benckiser Group before implementation of the Scheme or who are affiliates of Reckitt Benckiser Group after the implementation of the Scheme will be subject to timing, manner of sale and volume restrictions on the sale of Reckitt Benckiser Group Ordinary Shares received in connection with the Scheme under Rule 145(d) of the US Securities Act.
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