03/11/2014
Results of Elections and Update on Return of Cash
Following the announcement on 30 October 2014 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 (ISIN GB00BRB37M78) commenced trading at 8.00am today. A total of 49,170,180 New Ordinary Shares of 12 48/143 pence each are now 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 31 October 2014, the result of the elections were as follows:
| Number of Existing Ordinary Shares | |
|---|---|
| Alternative 1 (Income Option) | 36,845,139 |
| Alternative 2 (Capital Option) | 16,795,058 |
| Total elections | 53,640,197 |
Shareholders who did not elect for any of the Alternative were 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 16,795,058 B Shares and 36,845,139 C Shares was approved at a meeting of a committee of the Board held on 1 November 2014.
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.
C Share Single Dividend
The C Share Single Dividend of £1.20 per C Share 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 12 November 2014.
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 £1.20 per B Share. Following this redemption, no B Shares will remain in issue. It is expected that cheques for the redemption of such B Shares will be despatched, payments made by BACS or CREST accounts be credited in respect of Alternative 2 (Capital Option) by 12 November 2014.
Voting Rights
In conformity with the UKLA's Disclosure and Transparency Rules, the Company notifies the market that its issued share capital consists of 49,170,180 ordinary shares of 12 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 49,170,180. 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 14 October 2014. The expected timetable of outstanding events in relation to the Return of Cash is set out below.
Expected Timetable of Outstanding Events
| Despatch of New Ordinary Share certificates and, if applicable, despatch of cheques and CREST accounts credited in respect of fractional entitlements | 12 November 2014 |
| Despatch of cheques or payment by BACS in respect of proceeds under Alternative 1 (Income Option) | by 12 November 2014 |
| Despatch of cheques or CREST accounts credited in respect of the redemption of the B Shares | by 12 November 2014 |
For more information
Mike McCollum, Chief Executive
Steve Whittern, Finance Director
Dignity plc Tel: +44 (0)121 354 1557
Richard Oldworth
Sophie McNulty
Clare Akhurst
Buchanan Communications Tel: +44 (0)207 466 5000