News

12/08/2013

Results of Elections and Update on Return of Cash

Following the announcement on 8 August 2013 detailing the results of the General Meeting held earlier that day, the Company is pleased to provide an update in respect of the Return of Cash and also to confirm that the New Ordinary Shares have been admitted to the Official List under ISIN GB00BCDBG720 and commenced trading at 8am today. Following admission, a total of 53,201,890 New Ordinary Shares of 11^4/13 pence each will be in issue.

Results of Elections

The Return of Cash gave Shareholders (other than US Holders) a choice between receiving cash in a way that would be treated as income (Alternative 1) or capital (Alternative 2) for UK tax purposes. Shareholders could elect for Alternative 2 (Capital Option) in respect of their holding of Existing Ordinary Shares or rely on the default Alternative 1 (Income Option).

As at the close of the Election Period, being 4.30pm on 9 August 2013, the result of the elections were as follows:

Shareholders who have not elected for any of the Alternatives, are deemed to have elected for Alternative 1 (Income Option) in respect of all their Existing Ordinary Shares.

Based on Shareholders' elections or, as the case may be, deemed elections for the Alternatives set out above, the allotment and issue of 20,613,992 B Shares and 36,680,352 C Shares was approved at a meeting of a committee of the Board held on 11 August 2013.

No application has been made, or will be made, for the B Shares or the C Shares to be admitted to listing on the Official List or admitted to trading on the London Stock Exchange's market for listed securities or any other recognised investment exchange. Share certificates will be issued, and CREST accounts will be credited, only in respect of C Shares that are issued under Alternative 2 (Deferred Income Option).

C Share Single Dividend

The C Share Single Dividend of £1.08 has been declared by a committee of the Board in respect of those C Shares issued to Shareholders under the Return of Cash who elected for, or, as the case may be, were deemed to have elected for, Alternative 1 (Income Option). It is expected that Shareholders receiving the C Share Single Dividend will either be sent cheques, or payment made by BACS, by 20 August 2013.

The C Shares issued under Alternative 1 (Income Option) will be automatically reclassified as Deferred Shares of negligible value, following payment of the C Share Single Dividend.

Redemption of B Shares

A committee of the Board has also approved the redemption of the B Shares issued to Shareholders under the Return of Cash who elected for Alternative 2 (Capital Option), for £1.08 per B Share. Following this redemption, no B Shares will remain in issue. It is expected that cheques will be despatched, payments made by BACS or CREST accounts be credited in respect of Alternative 2 (Capital Option) by 20 August 2013.

Voting Rights

In conformity with the UKLA's Disclosure and Transparency Rules, the Company notifies the market that its issued share capital consists of 53,201,890 ordinary shares of 11^4/13 pence with voting rights. The Company does not hold shares in Treasury. Therefore the total number of ordinary shares in the capital of the Company with voting rights is 53,201,890. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules.

All defined terms used in this announcement shall have the same meaning as in the Circular issued to Shareholders dated 23 July 2013. The expected timetable of outstanding events in relation to the Return of Cash is set out below.

Expected Timetable of Outstanding Events

For more information:

Dignity plc
Mike McCollum, Chief Executive
Steve Whittern, Finance Director
+44(0) 121 354 1557

Buchanan
Richard Oldworth
Sophie McNulty
Clare Akhurst
+44 (0) 20 7466 5000

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