Court sanction of scheme of a
NEWS RELEASE
19 November 2010
WOLSELEY PLC
COURT SANCTION OF SCHEME OF ARRANGEMENT
Wolseley plc ("Old Wolseley") received Court approval for the Scheme of Arrangement between Old Wolseley and its shareholders at a hearing today.
The next Court hearing, to be held on 22 November 2010, will be for the Reduction of Capital under the Scheme of Arrangement between Old Wolseley and its shareholders.
The expected effective date for the Scheme of Arrangement is 23 November 2010.
Defined terms in this announcement have the same meaning as in the Scheme Circular and the Prospectus.
Timetable
The expected timetable of key events is provided below.
|
Friday 19 November 2010 |
First Court hearing to sanction the Scheme of Arrangement |
|
6.00 p.m. Friday 19 November 2010 |
Scheme Record Time |
|
Monday 22 November 2010 |
Last day of dealings in, and for registration of transfers of, Old Wolseley Shares |
|
Monday 22 November 2010 |
Second Court hearing to confirm the reduction of capital associated with the Scheme |
|
Tuesday 23 November 2010 |
Scheme Effective Date |
|
Tuesday 23 November 2010 |
Delisting of Old Wolseley Shares, admission and listing of New Wolseley Shares and commencement of dealings in New Wolseley Shares on the London Stock Exchange |
|
Tuesday 23 November 2010 |
Credit of New Wolseley Shares in Uncertificated form to CREST accounts |
|
Monday 6 December 2010 |
Jersey Court hearing to sanction the New Wolseley Reduction of Capital |
|
Tuesday 7 December 2010 |
Dispatch of share certificates in respect of New Wolseley Shares in Certificated form |
|
Thursday 20 January 2011 |
New Wolseley Annual General Meeting |
Unless otherwise stated, all references to times in this document are to London time. These times and dates are indicative only. In particular, certain Court dates are subject to confirmation by the Court. If the scheduled date of the second Court hearing is changed, Old Wolseley will give adequate notice of the change by issuing an announcement through a Regulatory Information Service. Any changes to other times or dates indicated above may, in Old Wolseley's or New Wolseley's discretion, be notified in the same manner. All Wolseley shareholders have the right to attend the Court hearings.
- Ends -
ENQUIRIES:
John Martin +44 (0)118 929 8700
Chief Financial Officer
Mark Fearon +44 (0)118 929 8741
Director of Corporate Communications and Investor Relations
Brunswick +44 (0)20 7404 5959
Andrew Fenwick
Kate Miller
Notes to Editors:
1. About Wolseley
Wolseley plc is the world's largest specialist trade distributor of plumbing and heating products to professional contractors and a leading supplier of building materials. Group revenue for the year ended 31 July 2010 was approximately £13.2 billion and operating profit, before exceptional items and the amortisation and impairment of acquired intangibles, was £450 million. At 31 July 2010 Wolseley had approximately 47,000 employees operating in 25 countries. Wolseley is listed on the London Stock Exchange (LSE: WOS) and is in the FTSE 100 index of listed companies.
2. About the Scheme of Arrangement
On 27 September 2010, Wolseley plc ("Old Wolseley") announced proposals to change the corporate structure of the Wolseley Group (the "Group"). The restructuring proposals (the "Proposals") will create a new Group holding company which will be UK listed, incorporated in Jersey and will have tax residence in Switzerland ("New Wolseley").
The Board has concluded that the interests of its business and its shareholders are best served by establishing an international holding company corporate structure that will help provide more certainty in its taxation position. The Proposals are expected to enable the Group to achieve a competitive effective corporate tax rate. The Proposals will not change the tax position of the UK business.
The Proposals are being implemented by means of a scheme of arrangement of Old Wolseley under Part 26 of the Companies Act 2006 (the "Scheme") and were approved by shareholders at a court meeting and a general meeting held on 2 November 2010. A circular setting out full details of the Proposals was sent to Old Wolseley shareholders on 1 October 2010 and a prospectus in relation to New Wolseley was published by New Wolseley on 22 October 2010. The Scheme is expected to become effective on or around 23 November 2010.
New Wolseley will have the same Board and management team as Old Wolseley (save for Alain Le Goff who has stepped down for personal reasons). The New Wolseley Group will have the same business and operations after the Scheme becomes effective as the current Group. The Proposals will not result in any changes in the day-to-day operations of the business of the Group or its strategy. It is expected that New Wolseley will continue to report the Group financial results in pounds sterling. The Proposals are not expected to have any adverse implications for Wolseley shareholders as a whole.
This information is provided by RNS
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