Circ re. Scrip Dividend Schem

RNS Number : 1812B

Primary Health Properties PLC

21 October 2009

 



21 October 2009

Primary Health Properties PLC (the "Company")

Scrip Dividend Scheme 

On 18 August 2009 the Company announced that it was intending to pay an interim dividend of 8.5p per ordinary share of 50 pence each ("Ordinary Share") in respect of the six months ended 30 June 2009 ("Interim Dividend") and that subject to approval of the holders of the Ordinary Shares ("Shareholders"), Shareholders would be offered the opportunity to take up new Ordinary Shares ("New Shares") instead of cash in respect of dividends until 2014 ("Scrip Dividend Scheme").

At the Company's general meeting held on 6 October 2009 ("General Meeting"), Shareholders granted the authority to the Directors to implement the Scrip Dividend Scheme. 

Accordingly, the Board is now pleased to offer Shareholders the opportunity to receive the Interim Dividend in New Shares (the "Scrip Dividend Offer") instead of cash (the "Cash Dividend"). 

Scrip dividends are attractive to many shareholders because they enable shareholders to increase their holding in the Company in a simple manner without incurring any dealing costs or stamp duty. At the same time, the Company will retain more cash in its business, which would otherwise be paid as a dividend.

A circular providing details of the Scrip Dividend Offer and explaining how Shareholders may elect now and in the future to receive a Scrip Dividend instead of a Cash Dividend ("Circular") along with a Scrip Dividend mandate form ("Scrip Mandate Form") will be posted to Shareholders today and will be available on the Company's website at www.php.group.co.uk. 

Scrip Dividend Offer 

The Scrip Dividend Offer is made to Shareholders on the register of members at the close of business on 9 October 2009 ("Record Date") but not in respect of the new Ordinary Shares issued pursuant to the Firm Placing and Placing and Open Offer (as defined in the prospectus dated 18 September 2009) approved by Shareholders at the General Meeting. 

The Interim Dividend is payable on 20 November 2009. Shareholders who choose to take up the Scrip Dividend Offer will increase their total holding of Ordinary Shares in the Company without incurring dealing expenses or stamp duty. 

Shareholders will be entitled to receive one New Share, credited as fully paid, for approximately every 32.83 Ordinary Shares held on the Record Date. Shareholders' Scrip Dividend Offer entitlements have been determined on the basis of the Interim Dividend and the price per Ordinary Share of 279.10p (being the average of the closing middle market quotations, derived from the Daily Official List of the UK Listing Authority for an Ordinary Share on the day on which the shares are first quoted as ex-dividend and the four subsequent dealing days, being 7 to 13 October 2009 inclusive ("Interim Dividend Share Price")).

If all Shareholders eligible to receive the Interim Dividend were to choose to receive the Cash Dividend, the total cash payment by the Company would be approximately £2,997,648, in respect of which the applicable tax credit available to Shareholders would be approximately £299,765 (on the assumption that the recipients of such dividends are companies or persons resident in the United Kingdom). If the Scrip Dividend Offer was taken up in full, it would result in the allotment of a maximum of 1,074,041 New Shares (ignoring any reduction in respect of fractions) representing approximately 1.75 per cent. of the Company's issued Ordinary Share capital as at the date of this document.

No fraction of a New Share will be allotted and calculations of entitlements to New Shares will always be rounded down the nearest whole New Share. Any residual cash balance will be carried forward to be included in the calculation for the next dividend and no interest will be paid on any residual cash balances.  

To protect Shareholders against a fall in the price of an Ordinary Share between the date on which the Scrip Mandate Form is lodged with Capita Registrars and 10 November 2009, being the final date for receipt of the Scrip Mandate Form ("Final Receipt Date"), the Scrip Dividend Offer will be withdrawn if the middle market quotation of an Ordinary Share, derived from the Daily Official List of the UK Listing Authority for the Final Receipt Date, has fallen relative to the Interim Dividend Share Price by 10 per cent. to 251.19p. In such circumstances, any Scrip Dividend Mandate will be deemed to be void and the Cash Dividend will be paid in the usual way. If the price falls after the Final Receipt Date, any Scrip Dividend Mandate will remain in force.

Application will be made for the New Shares to be admitted to the Official List of the UKLA and to trading on the London Stock Exchange. On issue, New Shares, which may be held in uncertificated form, will rank pari passu with the issued Ordinary Shares in the Company in respect of all rights arising on or after the date of issue.

Allotment of New Shares under the Scrip Dividend Offer is subject to the following conditions:

• the price of the Ordinary Shares not falling by 10 per cent. on the Final Receipt Date;

• admission of the New Shares to the Official List of the UKLA and to trading on the London Stock Exchange; and

• the authority granted to Directors at the General Meeting to allot shares in lieu of any cash dividend and in connection with a scrip dividend alternative pursuant to Section 551 of the Companies Act 2006 not lapsing. 

If any of these conditions are not met, the Scrip Dividend Offer will be cancelled and dividends will be paid in cash to all Shareholders.  

Financial Calendar for the Interim Dividend	2009
Ordinary Shares quoted ex-dividend	7 October
Record date for the Interim Dividend	9 October
Posting of Circular and Scrip Dividend Mandate Form	21 October
Latest date for receipt of Scrip Dividend Mandate Form	10 November
Interim dividend warrants despatched for payment and definitive share certificates and notional tax voucher to CREST participants posted	19 November
Payment date	20 November
Dealings expected to commence in new Ordinary Shares	20 November

 

END

 

 

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