11/10/2010
Results of Elections and Update on Return of Cash
Following the announcement on Friday 8 October 2010 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 GB00B4JZFN18 and commenced trading at 8am today. Following admission, a total of 54,755,680 New Ordinary Shares of 10.5 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), deferred income (Alternative 2) or capital (Alternative 3) for UK tax purposes. Shareholders could elect for either Alternative 1 (Income Option), Alternative 2 (Deferred Income Option) or Alternative 3 (Capital Option) in respect of their holding of Existing Ordinary Shares.
As at the close of the Election Period, being 4.30pm on 8 October 2010, the results of the elections were as follows:
|
|
Number of Existing Ordinary Shares |
|---|---|
|
Alternative 1 (Income Option) |
44,500,715 |
|
Alternative 2 (Deferred Income Option) |
106,302 |
|
Alternative 3 (Capital Option) |
19,274,610 |
|
Total elections |
63,881,627 |
US Holders, and 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 19,274,610 B Shares and 44,607,017 C Shares was approved at a meeting of a committee of the Board held on 10 October 2010.
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 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 have their nominated bank accounts credited in accordance with existing mandate instructions on 15 October 2010.
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 3 (Capital Option), for £1 per B Share. Following this redemption, no B Shares will remain in issue. It is expected that cheques will be despatched, or nominated bank accounts credited in accordance with existing mandate instructions or CREST accounts will be credited in respect of Alternative 3 (Capital Option) on 15 October 2010.
Voting Rights
In conformity with the UKLA's Disclosure and Transparency Rules, the Company notifies the market that its issued share capital consists of 54,755,680 ordinary shares of 10.5 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 54,755,680. 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 22 September 2010. The expected timetable of outstanding events in relation to the Return of Cash is set out below.
Expected Timetable of Outstanding Events
|
Cheques issued or, if mandated instructions held, bank accounts credited or (with the exception of the C Share Single Dividend, which will be paid by cheque or by crediting bank accounts) if held in CREST, CREST accounts credited in respect of the C Share Single Dividend, the redemption of the B Shares, as appropriate, and fractional entitlements. |
15 October 2010 |
|
CREST accounts credited in respect of C Shares under Alternative 2 (Deferred Income Option) |
15 October 2010 |
|
Despatch of New Ordinary Share certificates and C Share Certificates in respect of C Shares under Alternative 2 (Deferred Income Option) |
15 October 2010 |
For more information
Mike McCollum, Chief Executive
Steve Whittern, Finance Director
Dignity plc +44 (0)121 354 1557
Richard Oldworth
Suzanne Brocks
Christian Goodbody
Buchanan Communications +44 (0)20 7466 5000