Circ re. Proposed Return of Cash
Persimmon PLC (the 'Company')
Proposed Return Of Cash To Shareholders
18 March 2013
PROPOSED RETURN OF CASH TO SHAREHOLDERS OF 75 PENCE PER ORDINARY SHARE BY MEANS OF A B/C SHARE SCHEME
In February 2012, the Company announced a strategy which aims to return £1.9 billion (£6.20 per share) of surplus capital to shareholders over 9½ years ending in 2021, whilst at the same time building a stronger, larger business.
Further to the 2012 Final Results announcement on 25 February 2013, the Company announces that it is today posting a circular (the "Circular") to its Shareholders containing details of a proposed 75 pence per share (approximately £227 million in aggregate) return of cash to Shareholders (the "Return of Cash"). The proposed 75 pence per share cash return is the first payment under the Capital Return Plan.
The Circular includes a notice convening a General Meeting of the Company to be held on the same day as the Annual General Meeting, on 18 April 2013, to approve the Return of Cash.
The Board proposes to effect the Return of Cash through a bonus issue of B Shares and/or C Shares which is intended to enable Shareholders, subject to applicable overseas restrictions, to elect to receive their Return of Cash proceeds as either a return of capital (the "Capital Option (B Shares)") or as dividend income (the "Income Option (C Shares)") or any combination of the two.
Under this proposed Return of Cash, referred to as a 'B/C share scheme', and subject to Shareholder approval being obtained, for every one existing Ordinary Share held at 6.00 pm on 19 April 2013, 75 pence is to be returned to Shareholders through the issue to them of either one B Share, which will be redeemed by the Company for 75 pence, or one C Share, on which a dividend of 75 pence will be paid, after which the C Share will be automatically reclassified as a Deferred Share and subsequently repurchased by the Company for an aggregate consideration of one penny and then cancelled.
The special resolution to approve the Return of Cash will also adopt new amended articles of association of the Company that incorporate the terms of the B Shares, C Shares and Deferred Shares in accordance with the B/C share scheme. These are further described in the Circular.
The expected timetable of the proposed Return of Cash is as follows:
· the proposed Return of Cash is conditional upon Shareholder approval, which will be sought at a General Meeting of the Company to be held at 12.30 pm on 18 April 2013;
· the latest time and date for receipt of Shareholders' forms of proxy and CREST proxy instructions to vote on the resolution to approve the Return of Cash is 12.30 pm on 16 April 2013;
· the record date for the entitlement to B Shares and/or C Shares under the Return of Cash is 6.00 pm on 19 April 2013;
· the latest time and date for receipt of Shareholders' Forms of Election in respect of the Capital Option (B Shares) and Income Option (C Shares) is 11.00 am on 3 May 2013;
· payments are expected to be made to Shareholders and CREST accounts are expected to be credited by 28 June 2013.
If the Resolution is not passed at the General Meeting, the Return of Cash will not proceed.
The Circular will be available later today on the Company's website, www.corporate.persimmonhomes.com, and will be submitted to the National Storage Mechanism, where it will be available for inspection at www.Morningstar.co.uk/uk/nsm.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to subscribe for any securities, nor the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.
None of the B Shares, C Shares or Deferred Shares have been or will be registered under the US Securities Act or the state securities laws of the United States and none of them may be offered or sold in the United States unless pursuant to a transaction which has been registered under the US Securities Act and/or relevant state securities laws or which is not subject to the registration requirements of the US Securities Act or such laws, either because of an exemption therefrom or otherwise.
None of the U.S. Securities and Exchange Commission, any state securities commission in the United States, nor any other securities commission or regulatory authority has approved or disapproved of the securities described in this document or determined if this document is truthful, complete or accurate. Any representation to the contrary is a criminal offence in the United States.
Enquiries:
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Persimmon plc
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Citigate Dewe Rogerson Simon Rigby Kevin Smith Lindsay Noton
Tel: +44 (0) 20 7638 9571 |
This information is provided by RNS
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