Proposed Return of Cash to Shareholders
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR NEW ZEALAND
Persimmon Plc (the 'Company')
Proposed Return of Cash to Shareholders
24 February 2015
The Company is today posting a circular (the "Circular") to its Shareholders containing the notice of a General Meeting of the Company and giving details of a proposed return of cash ("Return of Cash") (being approximately £291 million in aggregate). As described in our Final Results announcement made earlier today, the proposal is to make a Return of Cash to shareholders of 95 pence per ordinary share, which will be paid on 2 April 2015. The proposed 95 pence per ordinary share would be the third payment under the Capital Return Plan, and is an acceleration of the payment previously intended to be made on 6 July 2015.
The Board proposes to effect the Return of Cash through a bonus issue of B Shares and/or C Shares in the same manner as the previous Capital Return Plan payments made in June 2013 and in July 2014. This 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)") of as dividend income (the "Income Option (C Shares)") or any combination of the two.
Subject to shareholder approval being obtained, for every one existing ordinary share held at 6.00pm on 19 March 2015, 95 pence is to be returned through the issue of either one B Share, which will be redeemed by the Company for 95 pence, or one C Share, on which a dividend of 95 pence will be paid, after which the C Share will be automatically reclassified as a Deferred Share. The Deferred Shares will subsequently be repurchased by the Company for an aggregate consideration of one penny and cancelled.
A General Meeting of the Company will be held on 19 March 2015, at which the approval of the Return of Cash will be proposed. The special resolution to approve the Return of Cash will adopt new amended articles of association of the Company that incorporate the terms of the B Shares, C Shares and Deferred Shares and are fully explained in the Circular.
The expected timetable of the proposed Return of Cash is as follows:
· 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 3.00 pm on 17 March 2015;
· the record date for the entitlement to B Shares and/or C Shares under the Return of Cash is 6.00 pm on 19 March 2015;
· 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 27 March 2015;
· payments are expected to be made to Shareholders and CREST accounts by 2 April 2015.
The Circular will be available later today on the Company's website, 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:
Persimmon plc
Jeff Fairburn, Group Chief Executive
Mike Killoran, Group Finance Director
Tel: +44 (0) 1904 642199
Citigate Dewe Rogerson
Tel: +44 (0) 20 7638 9571
This information is provided by RNS
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