Return of Cash - Posting of C
De La Rue PLC
21 October 2008
De La Rue plc ('De La Rue' or the 'Company')
Return of Cash - Posting of Circular
De La Rue announces that it is today posting a circular (the 'Circular') to its shareholders and convening an Extraordinary General Meeting, to be held on 14 November 2008, to obtain shareholder approval for the proposed return of £459.8m cash to shareholders.
On 16 June 2008 the Company announced that it had entered into a conditional agreement for the sale of its Cash Systems business (excluding those activities relating to banknote sorters, the Cash Processing Solutions Division) to The Carlyle Group for a total cash consideration of £360m on a cash and debt free basis, subject to adjustment for a normalised level of working capital. On 1 September 2008, the Company announced the completion of the sale.
The Return of Cash is being made using a B share scheme which gives certain shareholders a choice between receiving the cash in the form of income or capital. The return will be accompanied by a proportional share consolidation to maintain comparability of the share price, earnings per share, dividend per share and other per share data. Further details are set out below.
Highlights of the Return of Cash:
-
Shareholders to receive 305 pence in cash per existing ordinary share.
-
Return to be implemented by way of a B share issue which provides certain shareholders with flexibility to elect to receive cash in the form of income or capital or a combination of the two.
-
25 for 39 share consolidation to seek to maintain comparability of share price, earnings per share and dividends per share.
-
Extraordinary General Meeting to approve the proposed Return of Cash at 10.30 a.m.on 14 November 2008.
-
Last date for election of the capital option 1.00pm on 21 November 2008
-
Cheques expected to be dispatched to shareholders and CREST accounts credited on 28 November 2008.
Details of the Return of Cash:
Subject to shareholder approval and listing of the B shares, shareholders will receive one B share for every existing ordinary share that they hold on 14 November 2008. Shareholders (other than those in the United States, Canada, Australia, Japan or the Republic of South Africa) will be able to elect between the following choices in respect of those B shares:
* To receive a single dividend of 305 pence per B share for some or all
of their B shares. B shares in respect of which a shareholder has chosen to receive this single dividend payment will automatically be converted into deferred shares, which will have negligible value.
* To accept an offer by JPMorgan Cazenove Limited ('JPMorgan Cazenove') to sell some or all of their B shares to JPMorgan Cazenove (acting as principal) for 305 pence per B share, free of all dealing expenses and
commissions, on 25 November 2008 (or such later date as the Company and JPMorgan Cazenove may agree)(the 'Purchase Offer'). Further details of the Purchase Offer are contained within the Circular.
The B shares will be admitted to trading on the London Stock Exchange's main
market for listed securities and admitted to the Official List of the UK Listing
Authority. Shareholders who do not elect, or who are not eligible to elect, for any of the B share alternatives will receive the single dividend of 305 pence per B share on all of their B shares, subject to such dividend being declared.
A share consolidation will take place in conjunction with the Return of Cash. Existing ordinary shares will be subdivided and consolidated so that shareholders receive 25 New Ordinary Shares (subject to fractional entitlements) for every 39 existing ordinary shares held on 14 November 2008. The intention is that, subject to market movements, the share price of one New Ordinary Share immediately after listing should be approximately equal to the share price of one existing ordinary share immediately beforehand. The effect of the share consolidation will be to reduce the number of issued ordinary shares to reflect the return of 305 pence per ordinary share, but shareholders will own the same proportion of De La Rue issued share capital immediately following the consolidation as they did previously (subject to fractional entitlements). The ratio used for the share consolidation has been set by reference to De La Rue's market capitalisation at close of business on 20 October 2007.
The New Ordinary Shares will be traded on the London Stock Exchange in the same way as existing ordinary shares and will be equivalent to the existing ordinary shares in all material respects, including their dividend, voting and other rights.
Full details of the Return of Cash and share consolidation are contained in the Circular.
De La Rue plc confirms that it will today file a prospectus in connection with the proposed listing of B Shares with the Financial Services Authority in accordance with the Prospectus Rules.
Two copies of the Prospectus and Circular are being submitted to the Financial Services Authority and will be available for inspection at the Financial Services Authority's Document Viewing Facility which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS (Tel: 020 7000 1000)
Copies of the Prospectus and Circular will be available from or can be inspected at the registered office of De La Rue plc (De La Rue House, 8 Jays Close, Viables, Basingstoke, RG22 4BS, United Kingdom) and the offices of Ashurst LLP (Broadwalk House, 5 Appold Street, London, EC2A 2HA). Copies will also be available on the company's website: www.delarue.com
Expected timetable of principal events
|
Latest time and date for receipt of forms of proxy for EGM |
10.30 am on 12 November 2008 |
|
EGM |
10.30 am on 14 November 2008 |
|
Record date for issue of B shares and share consolidation |
5.00 pm on 14 November 2008 |
|
Commencement of dealings in new ordinary shares and the B shares |
8.00 am on 17 November 2008 |
|
Latest time for receipt of election forms for the B share choices |
1.00 pm on 21 November 2008 |
|
Single B share dividend declared and JPMorgan Cazenove makes purchase offer |
25 November 2008 |
|
Cheques dispatched and CREST accounts credited |
28 November 2008 |
De La Rue plc
+44 (0) 1256 605 303
Leo Quinn, Chief Executive
Stephen King, Finance Director
Gary Williams, Head of Corporate Affairs
Financial Dynamics +44 (0) 20 7269 7121
Richard Mountain
Rothschild +44 (0) 20 7280 5000
Crispin Wright
Stuart Vincent
JPMorgan Cazenove +44 (0) 20 7588 2828
Michael Wentworth Stanley
Dermot McKechnie
Documents submitted:
Circular relating to the proposed Return of Cash
Prospectus relating to the admission of the Official List of the B shares
Form of proxy
Election form for use by shareholders in respect of the Purchase Offer
JPMorgan Cazenove Limited is authorised and regulated in the United Kingdom for the conduct of investment business by the Financial Services Authority and is acting exclusively for De La Rue and no-one else in connection with the Return of Cash and will not be responsible to anyone other than De La Rue for providing the protections afforded to clients of JPMorgan Cazenove Limited nor for giving advice in relation to the return of cash.
NM Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for De La Rue and no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than De La Rue for providing the protections afforded to clients of NM Rothschild & Sons Limited, or for providing advice in relation to these matters.
Shareholders in the United States, Canada, Australia, Japan or the Republic of South Africa will automatically receive the single B share dividend and the Purchase Offer is not being and will not be offered to shareholders who have their registered address or who are located in or are residents, citizens or nationals of such jurisdictions or a trustee, custodian or nominee holding Shares on behalf of a resident, citizen or national of such jurisdictions.
This information is provided by RNS
Latest directors dealings
- 9 minutes ago NATWEST GROUP
- 13 minutes ago SThree
- 39 minutes ago GSK
- 40 minutes ago 3i Group
- 1 hour ago M&G