Circ re. Scrip Dividend Scheme


 

TIDMPHP 
 
RNS Number : 1812B 
Primary Health Properties PLC 
21 October 2009 
 

21 October 2009 
 
 
 
 
Primary Health Properties PLC (the "Company") 
 
 
Scrip Dividend Scheme 
 
 
On 18 August 2009 the Company announced that it was intending to pay an interim 
dividend of 8.5p per ordinary share of 50 pence each ("Ordinary Share") in 
respect of the six months ended 30 June 2009 ("Interim Dividend") and that 
subject to approval of the holders of the Ordinary Shares ("Shareholders"), 
Shareholders would be offered the opportunity to take up new Ordinary 
Shares ("New Shares") instead of cash in respect of dividends until 2014 ("Scrip 
Dividend Scheme"). 
 
 
At the Company's general meeting held on 6 October 2009 ("General Meeting"), 
Shareholders granted the authority to the Directors to implement the Scrip 
Dividend Scheme. 
 
 
Accordingly, the Board is now pleased to offer Shareholders the opportunity to 
receive the Interim Dividend in New Shares (the "Scrip Dividend Offer") instead 
of cash (the "Cash Dividend"). 
 
 
Scrip dividends are attractive to many shareholders because they enable 
shareholders to increase their holding in the Company in a simple manner without 
incurring any dealing costs or stamp duty. At the same time, the Company will 
retain more cash in its business, which would otherwise be paid as a dividend. 
 
 
A circular providing details of the Scrip Dividend Offer and explaining how 
Shareholders may elect now and in the future to receive a Scrip Dividend instead 
of a Cash Dividend ("Circular") along with a Scrip Dividend mandate form ("Scrip 
Mandate Form") will be posted to Shareholders today and will be available on the 
Company's website at www.php.group.co.uk. 
 
 
Scrip Dividend Offer 
 
 
The Scrip Dividend Offer is made to Shareholders on the register of members at 
the close of business on 9 October 2009 ("Record Date") but not in respect of 
the new Ordinary Shares issued pursuant to the Firm Placing and Placing and Open 
Offer (as defined in the prospectus dated 18 September 2009) approved by 
Shareholders at the General Meeting. 
The Interim Dividend is payable on 20 November 2009. Shareholders who choose to 
take up the Scrip Dividend Offer will increase their total holding of Ordinary 
Shares in the Company without incurring dealing expenses or stamp duty. 
 
 
Shareholders will be entitled to receive one New Share, credited as fully paid, 
for approximately every 32.83 Ordinary Shares held on the Record 
Date. Shareholders' Scrip Dividend Offer entitlements have been determined on 
the basis of the Interim Dividend and the price per Ordinary Share of 279.10p 
(being the average of the closing middle market quotations, derived from the 
Daily Official List of the UK Listing Authority for an Ordinary Share on the day 
on which the shares are first quoted as ex-dividend and the four subsequent 
dealing days, being 7 to 13 October 2009 inclusive ("Interim Dividend Share 
Price")). 
 
 
If all Shareholders eligible to receive the Interim Dividend were to choose to 
receive the Cash Dividend, the total cash payment by the Company would be 
approximately GBP2,997,648, in respect of which the applicable tax credit 
available to Shareholders would be approximately GBP299,765 (on the assumption 
that the recipients of such dividends are companies or persons resident in the 
United Kingdom). If the Scrip Dividend Offer was taken up in full, it would 
result in the allotment of a maximum of 1,074,041 New Shares (ignoring any 
reduction in respect of fractions) representing approximately 1.75 per cent. of 
the Company's issued Ordinary Share capital as at the date of this document. 
 
 
No fraction of a New Share will be allotted and calculations of entitlements to 
New Shares will always be rounded down the nearest whole New Share. Any residual 
cash balance will be carried forward to be included in the calculation for the 
next dividend and no interest will be paid on any residual cash balances. 
 
 
To protect Shareholders against a fall in the price of an Ordinary Share between 
the date on which the Scrip Mandate Form is lodged with Capita Registrars and 10 
November 2009, being the final date for receipt of the Scrip Mandate Form 
("Final Receipt Date"), the Scrip Dividend Offer will be withdrawn if the middle 
market quotation of an Ordinary Share, derived from the Daily Official List of 
the UK Listing Authority for the Final Receipt Date, has fallen relative to the 
Interim Dividend Share Price by 10 per cent. to 251.19p. In such circumstances, 
any Scrip Dividend Mandate will be deemed to be void and the Cash Dividend will 
be paid in the usual way. If the price falls after the Final Receipt Date, any 
Scrip Dividend Mandate will remain in force. 
 
 
Application will be made for the New Shares to be admitted to the Official List 
of the UKLA and to trading on the London Stock Exchange. On issue, New Shares, 
which may be held in uncertificated form, will rank pari passu with the issued 
Ordinary Shares in the Company in respect of all rights arising on or after the 
date of issue. 
 
 
Allotment of New Shares under the Scrip Dividend Offer is subject to the 
following conditions: 
 
 
  *  the price of the Ordinary Shares not falling by 10 per cent. on the Final 
  Receipt Date; 
  *  admission of the New Shares to the Official List of the UKLA and to trading on 
  the London Stock Exchange; and 
  *  the authority granted to Directors at the General Meeting to allot shares in 
  lieu of any cash dividend and in connection with a scrip dividend alternative 
  pursuant to Section 551 of the Companies Act 2006 not lapsing. 
 
 
 
If any of these conditions are not met, the Scrip Dividend Offer will be 
cancelled and dividends will be paid in cash to all Shareholders. 
 
 
 
 
+--------------------------------------------------+---------------------+ 
| Financial Calendar for the Interim Dividend      |                2009 | 
+--------------------------------------------------+---------------------+ 
| Ordinary Shares quoted ex-dividend               |           7 October | 
+--------------------------------------------------+---------------------+ 
| Record date for the Interim Dividend             |           9 October | 
+--------------------------------------------------+---------------------+ 
| Posting of Circular and Scrip Dividend Mandate   |          21 October | 
| Form                                             |                     | 
+--------------------------------------------------+---------------------+ 
| Latest date for receipt of Scrip Dividend        |         10 November | 
| Mandate Form                                     |                     | 
+--------------------------------------------------+---------------------+ 
| Interim dividend warrants despatched for payment |         19 November | 
| and definitive share certificates and notional   |                     | 
| tax voucher to CREST participants posted         |                     | 
+--------------------------------------------------+---------------------+ 
| Payment date                                     |         20 November | 
+--------------------------------------------------+---------------------+ 
| Dealings expected to commence in new Ordinary    |         20 November | 
| Shares                                           |                     | 
+--------------------------------------------------+---------------------+ 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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