New Articles and Share Split
Young & Co's Brewery PLC
16 January 2008
16 January 2008
YOUNG & CO.'S BREWERY, P.L.C.
ADOPTION OF NEW ARTICLES OF ASSOCIATION,
4 FOR 1 SHARE SPLIT AND RENEWAL OF SHARE BUY-BACK AUTHORITY
The Board of Young & Co.'s Brewery, P.L.C. (the 'Company') announces that it
will shortly be sending to shareholders a circular which will contain proposals
for the adoption of new articles of association, a 4 for 1 share split and
renewal of the Company's authority to buy-back shares if the share split is
approved.
Holders of A shares will be asked to consider these proposals at a general
meeting on 20 February 2008. Holders of non-voting shares will be asked to
consider the form of the new articles at a class meeting to be held on the same
day.
Adoption of new articles
In 2005, certain necessary amendments were made to the Company's articles of
association as a result of the conversion of all B ordinary shares into A
ordinary shares. The Board also stated that it intended to submit at a later
date a proposal to adopt new articles of association more in line with current
best practice.
The existing articles were adopted in 1890 and, apart from the necessary
amendments referred to above, were last amended in December 2002. Although
amendments were made in 2005 when the B ordinary shares were converted, the
existing articles still refer to B ordinary shares.
The Board has decided that any new articles should be in modern plain English,
be brought into line with the Companies Act 2006 and generally not replicate
provisions contained in the Companies Act 2006, as advocated by the Government.
Given all of this, the Board believes that the Company should adopt new articles
rather than seek to amend the existing ones. The key changes made to reflect
this approach will be summarised in the circular being sent to shareholders and
in view of the nature of some of them, separate meetings of the holders of the A
shares and the holders of the non-voting shares are needed.
Share split
Following simplification of the Company's share structure in 2005, the Board has
continued to consider ways to improve further the capital structure. In light of
this, the Board has concluded that a share split has a number of potential
benefits for shareholders; these include moving the share prices into a more
normal range and improving liquidity in the Company's shares. The Board also
believes that a share split should help attract and retain a diverse shareholder
base.
It is therefore proposed that:
- each existing A ordinary share of 50p be sub-divided into 4 new A
ordinary shares of 12.5p each; and
- each existing non-voting ordinary share of 50p be sub-divided into 4
new non-voting ordinary shares of 12.5p each.
The Company's current allotted, called up and fully paid capital comprises
7,266,000 A ordinary shares of 50p each and 4,790,000 non-voting ordinary shares
of 50p each. Immediately following the share split becoming effective, the
capital will comprise 29,064,000 new A ordinary shares of 12.5p each and
19,160,000 new non-voting ordinary shares of 12.5p each.
The share split is conditional upon the necessary approval being received from
the holders of the A shares and upon the new ordinary shares being admitted to
trading on AIM. Dealings in the new ordinary shares are expected to commence on
25 February 2008 and, at that time, the existing shares will be removed from AIM
and cancelled.
Buy-back authority
If the share split is approved, the holders of the A shares will be asked to
renew the Company's buy-back authority but reflecting the change in the
Company's capital. It is proposed that the scope of the existing authority
remains the same (in terms of the aggregate nominal value of the shares that may
be purchased under it) but that it refer to the new 12.5p shares rather than the
existing 50p ones.
Further details and information
Further details can be found in the circular which will shortly be posted to
shareholders and placed on the investor relations section of the Company's
website, www.youngs.co.uk. The circular will also contain the notices of the
meetings.
For further information, please contact:
Young & Co.'s Brewery, P.L.C.
Peter Whitehead 020 8875 7000
Finance Director
Anthony Schroeder 020 8875 7000
Company Secretary
Hogarth Partnership
James Longfield 020 7357 9477
This information is provided by RNS
The company news service from the London Stock Exchange
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