TIDMUCP
RNS Number : 3596Y
Unitech Corporate Parks Plc
28 November 2014
28 November 2014
Unitech Corporate Parks plc
("UCP" or the "Company")
Proposed Initial Cash Return by way of a B Share Scheme,
Amendment to the Articles of Association, Notice of Annual General
Meeting and Notice of Extraordinary General Meeting
Introduction
Further to the announcement on 4 November 2014, the Company
announces that it has today published a circular (the "Circular")
relating to a proposed Initial Cash Return by way of a B Share
Scheme and amendments to the Articles of Association of the
Company. Included with the Circular are notices of the Company's
Annual General Meeting and the Extraordinary General Meeting.
The Chairman's Letter in respect of the proposed Initial Cash
Return, as contained in the Circular, is set out below.
Terms used and not defined in this announcement bear the meaning
given to them in the Circular.
A copy of the Circular will shortly be available at the
Company's website: www.unitechcorporateparks.com.
Letter from the Chairman of Unitech Corporate Parks plc
"Dear Shareholder
Proposed Initial Cash Return by way of a B Share Scheme,
Amendment to the Articles of Association
Notice of Annual General Meeting
and
Notice of Extraordinary General Meeting
1. INTRODUCTION
On 11 June 2014, the Company announced that it had entered into
an agreement with Brookfield for the sale and purchase of the
entire issued share capital of Candor Investments Limited, the
wholly-owned subsidiary of the Company which was the holding
company for all of the Company's Property Interests. The Disposal
Agreement provided that Brookfield would acquire Candor, subject to
certain conditions, for an aggregate cash consideration of
approximately GBP205.9 million (subject to adjustment). As
announced on 4 November 2014, the Disposal has now completed and
the consideration received from Brookfield amounted to GBP188.9
million which reflects an adjustment of GBP15.7 million in relation
to certain funds placed with two financial institutions in the name
of two Project Companies which had not been repaid by Completion
and GBP1.2 million in relation to payments made by Candor to or on
behalf of UCP prior to Completion. The Company continues to work
actively towards the recovery of the funds placed with the two
financial institutions and alternative means to obtain redress.
The Company is now pleased to announce that the Company proposes
to make an Initial Cash Return to Shareholders. It is currently
expected that this will amount to 49.25 pence per Ordinary Share
and is subject to Shareholder approval at the Extraordinary General
Meeting and satisfaction of the conditions referred to in paragraph
1 of Part III of this document. In light of the Company being
responsible for claims pursuant to the Disposal Agreement in
relation to breach of limited warranties within 30 days and
purchase price adjustments within 60 days of Completion, the
Company intends to confirm the amount of the Initial Cash Return by
way of an announcement by 7 January 2015.
The Initial Cash Return will be made by way of the B Share
Scheme which will allow Shareholders (other than an Overseas
Shareholder resident, or with a registered address, in a Restricted
Territory) to make an election as to whether to receive the Initial
Cash Return as a dividend by way of the B Share Dividend or as a
capital return by way of the B Share Purchase Offer, or a
combination of both.
The purpose of this document is to provide further details of
the alternative options available to Shareholders and how
Shareholders may elect to choose one of them. In addition, as
Shareholder approval is being sought for the Initial Cash Return at
the Extraordinary General Meeting, Shareholders will find at the
end of this document, a Notice of Extraordinary General Meeting,
which has been convened for 10.30 a.m. on 22 December 2014 at which
the Resolution will be put to Shareholders. Shareholders will also
find at the end of this document a Notice of Annual General Meeting
which has been convened for 10.00 a.m. on the same date. Both the
Annual General Meeting and Extraordinary General Meeting will be
held at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP. It
is important that Shareholders complete, sign and return the Forms
of Proxy for use at the Annual General Meeting and Extraordinary
General Meeting enclosed with this document, whether or not they
intend to attend the Annual General Meeting or Extraordinary
General Meeting.
The completion and return of the Forms of Proxy will not
preclude Shareholders from attending the
Annual General Meeting or Extraordinary General Meeting and
voting in person, should they so wish.
Neither Ajay Chandra nor Mohammad Yusuf Khan have taken part in
any of the Board's deliberations or participated in any Board vote
regarding the Initial Cash Return since they are not considered
independent. Mr Chandra is Managing Director of Unitech, of which
Nectrus, a substantial shareholder of the Company, is an affiliate.
The Independent Directors have also determined that Dr Khan is no
longer independent of Unitech and therefore Nectrus.
2. SUMMARY OF THE B SHARE SCHEME
The Board has proposed a flexible method by which the Initial
Cash Return is to be effected in light of the Company's diverse
shareholder base, which includes institutional, corporate and
individual Shareholders based in a number of jurisdictions.
Accordingly, the Initial Cash Return will be by way of the B Share
Scheme under which Shareholders will receive a bonus issue of a
newly created class of shares, B Shares, pro rata to their holding
of Ordinary Shares. Each Shareholder (other than an Overseas
Shareholder resident, or with a registered address, in a Restricted
Territory) will then be able to elect for the Initial Cash Return
to be through either the payment of a dividend in respect of the B
Shares (the B Share Dividend), acceptance of an offer by the
Company to purchase the B Shares (the B Share Purchase Offer) or a
combination of both. In the absence of an election being made,
Shareholders will be deemed to have elected to receive their return
by way of the B Share Dividend.
Regardless of which election Shareholders make, each Shareholder
will receive the same amount per Ordinary Share. Assuming no
adjustment to the estimated Initial Cash Return of 49.25 pence per
Ordinary Share pursuant to the terms of the Disposal Agreement
referred to above, the Initial Cash Return will amount to
approximately GBP177.3 million in aggregate.
The main features of the B Shares, and the alternative options
available to Shareholders, are summarised in paragraph 3 below.
3. THE B SHARE SCHEME
Under the Initial Cash Return, Shareholders will receive:
One B Share for every one Ordinary Share held on the Record
Date
You will have the following alternative options in relation to
your B Shares. Shareholders should read
Part VI 'Taxation' before determining their elections since each
will have different tax consequences.
Shareholders who are in any doubt as to their tax position or
who are subject to tax in a jurisdiction other than the United
Kingdom should consult an appropriate professional adviser.
Overseas Shareholders resident, or with a registered address, in
a Restricted Territory should be aware that a choice for the
receipt of their Initial Cash Return cannot be offered.
Accordingly, Overseas Shareholders in a Restricted Territory will
only be entitled to receive the B Share Dividend.
Option 1: B Share Dividend
If you choose this option in respect of your B Shares, you will
receive a single dividend of an amount equal to the Initial Cash
Return per B Share in respect of those B Shares. Following receipt
of the B Share Dividend, your B Shares will automatically convert
into Deferred Shares with extremely limited rights and negligible
value.
It is expected that the B Share Dividend will be treated as
income for United Kingdom tax purposes.
If you wish to choose Option 1: B Share Dividend in respect of
all of your B Shares you do not need to complete and return the
personalised Form of Election (if you are a Shareholder who holds a
share certificate or share certificates in respect of your Ordinary
Shares (a "certificated Shareholder")) or send a TTE Instruction in
CREST (if you are a Shareholder who holds their Ordinary Shares in
CREST (an "uncertificated Shareholder")).
Option 2: B Share Purchase Offer
If you choose this option in respect of your B Shares, the
Company will buy those B Shares for an amount equal to the Initial
Cash Return per B Share. All B Shares bought back by the Company
will immediately be cancelled.
It is expected that the proceeds from the B Share Purchase Offer
will be treated as capital for United Kingdom tax purposes.
Overseas Shareholders resident, or with a registered address, in
a Restricted Territory will not be eligible for the B Share
Purchase Offer and so will be deemed to have elected for Option 1:
B Share Dividend in respect of their B Share Entitlement.
If you wish to choose Option 2: B Share Purchase Offer in
respect of some or all of your B Shares you need to complete and
return a valid Form of Election for certificated Shareholders
(Shareholders are not required to return their share certificates
with the Form of Election) or submit a valid TTE Instruction in
CREST for uncertificated Shareholders. Details of how to complete
and return your Form of Election are set out in Part II of this
document and details on how to send a valid TTE Instruction through
CREST are set out in Part VII of this document.
If you do not properly complete and return your Form of Election
or if you are a CREST holder and you do not send a valid TTE
Instruction, you will be deemed to have elected for Option 1: B
Share Dividend in respect of all of your B Shares.
Further information on each of the B Share Alternatives is set
out in Part III of this document.
4. ADOPTION OF NEW ARTICLES
As the Current Articles need to be updated in order to implement
the B Share Scheme and to ensure that the Board composition
following a likely reduction in the size of the Board upon
completion of the lnitial Cash Return continues to comply with the
requirements set out in the Company's Current Articles, it is
proposed that the New Articles are adopted in substitution for the
Current Articles. The New Articles reflect the following key
changes to the Current Articles:
(a) the following new definitions have been added to article 2.1 (Definitions):
"B Shares" the non-cumulative limited-voting preference shares
of 0.0001 pence each in the capital of the Company with the rights
and restrictions described in Article 5A;
"Deferred Shares" the non-voting redeemable deferred shares of
0.0001 pence each in the capital of the Company with the rights and
restrictions described in Article 5B;
(b) in article 4 (Share capital amount), the amount of share
capital of the Company available for issue has been increased by
GBP360, divided into 360,000,000 B Shares, to enable the Company to
issue the B Shares in connection with the B Share Scheme;
(c) the power of the Board to allot and issue the B Shares, by
way of a bonus issue, and the rights and restrictions attaching to
the B Shares (as more particularly summarised in Part IV of this
document) are set out in a new article 5A;
(d) the rights and restrictions attaching to the Deferred Shares
(as more particularly summarised in Part V of this document) are
set out in a new article 5B;
(e) the requirement to obtain prior Shareholder authority in
relation to a reduction of capital (under article 12) and a
capitalisation of reserves (under article 141) has been qualified
to the extent that the new articles 5A and 5B contain appropriate
authorisations in connection with the same in order to help
facilitate the B Share Scheme; and
(f) in order to reflect a likely reduction in the size of the
Board following completion of the Initial Cash Return, articles 79
and 80 have been amended to provide for a minimum number of three
directors.
Copies of the New Articles together with a comparison of the New
Articles against the Current Articles are available for review from
the Company's registered office at any time before the
Extraordinary General Meeting; in addition, copies of the New
Articles will be available on the Company's website at
www.unitechcorporateparks.com and at the Extraordinary General
Meeting.
5. ADDITIONAL RETURNS OF CAPITAL AND FUTURE OF THE COMPANY
As set out in the circular dated 11 June 2014, the Company
intends to make cash returns to Shareholders in the period from
Completion up to the time at which the Company enters a members'
voluntary winding up or other restructuring. The aggregate cash
returns were estimated at that time to amount to 56p per Ordinary
Share, based on a number of assumptions, and such amount would be
reduced to the extent of, inter alia:
(a) Any deductions from the consideration payable at Completion,
pursuant to the terms of the Disposal Agreement
As referred to above, the consideration was reduced by 60 per
cent. of the amount of certain funds placed with two financial
institutions in the name of two Project Companies which had not
been repaid by Completion. This reduction amounted to GBP15.8
million (INR 1,570 million). The Disposal Agreement provides that
60 per cent. of any recovery of such outstanding funds (denominated
in Indian Rupees) by or on behalf of the Project Companies will be
repaid to the Company. The Board believes that the Project
Companies have strong grounds for enforcing repayment and the
Company and the Project Companies continue to pursue repayment of
these funds from the two financial institutions and may decide to
proceed with alternative means to obtain redress although the
timing and eventual amount recovered cannot be estimated with
certainty. Any net repayment received by the Company of these funds
(and converted into Sterling at the Sterling:Rupee exchange rate
prevailing at that time) is anticipated to be returned to
Shareholders as referred to below.
(b) Any claims by the Purchaser under the limited warranties or
the Company's undertakings on the Disposal Agreement
In the event that there are any such claims by the Purchaser,
these will need to be brought within a period of not more than 60
days from Completion. In such circumstances the Company may reduce
the Initial Cash Return. The Company expect to announce the amount
of the Initial Cash Return on 7 January 2015.
(c) Any taxation liability resulting from the Disposal
There has been no change to the taxation advice received by the
Board prior to the announcement of the Disposal, namely that the
sale of Candor is not expected to result in a tax liability for UCP
in either India or Mauritius. The Company is, however, required to
file a tax return in India after the end of the current tax year on
31 March 2015 and the Board has decided, conservatively, to retain
an amount of GBP4 million until such tax return has been filed. In
light of the advice that no tax liability is expected to result
from the Disposal, it is therefore anticipated that this sum should
ultimately be able to be returned to Shareholders.
(d) Any differences between actual costs and the estimated
running expenses of the Company until the final return of capital
to Shareholders
The Company currently estimates that disposal costs and running
expenses of the Company in the period from November 2014 up to the
Company entering a members' voluntary winding up or other
restructuring will amount to approximately GBP3.6 million.
The Board has also decided to retain a further GBP4 million as a
prudent reserve against additional external costs which may be
incurred and unforeseen events, and will be returned to
Shareholders at the time of the members' voluntary winding up or
other restructuring of the Company to the extent not utilised. For
example, on 10 April 2014, Cruz City 1 Mauritius Holdings ("Cruz
City") obtained from the English Court a worldwide freezing order
(the "Freezing Order") over the assets of Unitech Limited, Burley
Holdings Limited and Arsanovia Limited. UCP was served with the
Freezing Order and was obliged to take all steps necessary to
ensure compliance by it with the terms of the Freezing Order in a
manner that did not affect UCP's operations and contractual
relations (including the agreement to sell certain of its assets to
Brookfield) or its ability to make distributions to Shareholders
(which include an affiliate of Unitech Limited). UCP will continue
to take such steps, as required to ensure compliance with the
Freezing Order. UCP has incurred, and expects to further incur,
legal costs and expenses in this regard. On 5 September 2014, UCP
obtained from the English Court an order requiring Cruz City to
reimburse UCP's reasonable legal costs incurred in relation to the
Freezing Order ("the Costs Order"). UCP intends to take such steps
as are necessary to ensure compliance by Cruz City with the Costs
Order.
Following Completion, the Company's cash balances net of the
provision for the Disposal transaction costs and future running
costs of the Company in the period up to the Company entering a
members' voluntary winding up or other restructuring and the GBP8
million retentions referred to above, amounted to GBP177.3 million
(approximately 49.25 pence per Ordinary Share).
No provision has been made for claims by the Purchaser under the
limited warranties or the undertakings given by the Company under
the Disposal Agreement and accordingly in the absence of any claims
or unforeseen circumstances it is expected that the Initial Cash
Return to be announced on 7 January 2015 will amount to 49.25 pence
per Ordinary Share (amounting to GBP177.3 million in
aggregate).
The Company's Investing Policy, as approved by Shareholders on
27 June 2014, is to return capital to Shareholders. It is expected
that at the end of this process the Company will enter a members'
voluntary winding up or other restructuring and this is likely to
take place in 2015.
6. TAXATION
A guide to certain UK tax consequences of the B Share Scheme
under current UK law and HM Revenue & Customs' practice,
together with certain US tax consequence is set out in Part VI of
this document.
7. OVERSEAS SHAREHOLDERS
Overseas Shareholders' attention is drawn to paragraph 8 of Part
III of this document. In particular, Overseas Shareholders (other
than those in Restricted Territories) should note that, by making a
valid election for the B Share Purchase Offer, such Shareholders
will be deemed to represent, warrant, undertake and/or agree (as
applicable) in the terms set out in paragraph 8 of Part III of this
document. Furthermore, Overseas Shareholders resident, or with a
registered address, in a Restricted Territory will be deemed to
have elected for the B Share Dividend in respect of all of their B
Share Entitlement. The tax consequences of the B Share Scheme may
vary for Overseas Shareholders and, accordingly, Overseas
Shareholders should consult their own independent professional
adviser without delay.
8. ANNUAL GENERAL MEETING
Shareholders will find at the end of this document a notice
convening an Annual General Meeting of
the Company, to be held at IOMA House, Hope Street, Douglas,
Isle of Man IM1 1AP at 10.00 a.m. on 22 December 2014.
The following resolutions will be proposed at this year's Annual
General Meeting:
Resolutions numbered 1 to 7 in the Notice of Annual General
Meeting to be proposed at the Annual General Meeting are all
'ordinary business' and will each be proposed as an ordinary
resolution as follows:
1. the receipt and adoption of the audited annual accounts of
the Company for the financial year ended 31 March 2014, together
with the reports of the Directors and auditors thereon;
2. the re-election of Donald Lake who retires and, being
eligible, offers himself for re-election as a Director at the
Annual General Meeting;
3. the re-election of Ajay Chandra who retires and, being
eligible, offers himself for re-election as a Director at the
Annual General Meeting;
4. the re-election of Nicholas Sallnow-Smith who retires and,
being eligible, offers himself for re-election as a Director at the
Annual General Meeting;
5. the re-election of John Sleeman who retires and, being
eligible, offers himself for re-election as a Director at the
Annual General Meeting;
6. the re-election of Mohammad Khan who retires and, being
eligible, offers himself for re-election as a Director at the
Annual General Meeting; and
7. the reappointment of KPMG Audit LLC as auditors of the
Company and the authorisation of the Directors to determine the
auditors' remuneration.
Re-Election of Directors
In accordance with the Company's articles of association, and in
line with UK Corporate Governance Code best practice, each of the
Directors shall retire, and seek re-election, as a Director at the
Annual General Meeting.
Biographical details of the Directors
Donald Lake
Mr Lake is a fellow of The Royal Institution of Chartered
Surveyors, having qualified with Matthews & Goodman in the City
of London. Subsequently, he was a director of the property arm of C
T Bowring & Co. Limited and for 14 years the sole external
member of the property investment committees of Crusader Insurance
PLC.
Mr Lake has many years' experience of commercial and residential
development projects in the UK and some European countries. Mr Lake
is also a director of Alpha UK Multi-Property Trust PLC (listed on
the London Stock Exchange), Business Centre Properties PLC and
Healthcare & Leisure Property
Limited (both formerly listed in the Channel Islands), and of
European Property Investment Portfolio PLC (an open ended
fund).
Mr Lake is the non-executive chairman of the Company, of the
Company's subsidiaries in Mauritius and is a member of the
Company's Audit Committee.
Ajay Chandra
Ajay has a Bachelor's degree in Civil Engineering from Cornell
University, USA and a Master's degree in Business Administration
from the University of North Carolina, USA. He is currently the
Managing Director of Unitech, which is the largest listed Real
Estate developer in India. He is responsible for all of Unitech
real estate activities in the Eastern, Southern and Western regions
of India and also for Unitech's expansion into amusement and
entertainment parks across India.
Between 1992 and 1993, Mr Chandra worked as an equity analyst
for Jardine Fleming, an international investment bank, covering
both banking and hospitality sectors.
Nicholas Sallnow-Smith
Mr Sallnow-Smith has a wide-ranging property, finance and
management background in Asia and the
United Kingdom over the last 30 years, including through his
role as chief executive of Hongkong Land Holdings Limited between
2000 and 2007 and regional chief executive, NE Asia, of Standard
Chartered PLC until 2008. He is chairman of the Link Management
Limited, investment manager to The Link Real Estate Investment
Trust, which is currently Asia's largest REIT and is also an
independent non-executive director of Wynn Macau Limited.
Mr Sallnow-Smith is a non-executive Director of the Company and
is Chairman of the Company's Audit Committee.
John Sleeman
Mr Sleeman has over 35 years of investment banking experience
with extensive knowledge of equity capital markets, M&A and
debt. John was a director of Samuel Montagu and Managing Director,
Head of the International Team, Corporate Finance and Advisory at
HSBC Bank plc, responsible for HSBC's Investment Banking business
in Russia, Central and Eastern Europe, North and sub-Saharan
Africa, Greece, India, Israel, Malta, the Middle East and
Turkey.
Mr Sleeman has served as a board director of OSJC Power Machines
and JSC Open Investments, and is currently chairman of PV Crystalox
Solar PLC. He is a founding partner of, and now senior adviser to,
S.P. Angel Corporate Finance LLP, an investment banking boutique
that is a Member of the London Stock Exchange, an AIM nominated
adviser and Broker and an ISDX Growth Markets Corporate
Adviser.
Mr Sleeman is a fellow of the Institute of Chartered Accountants
in England and Wales and an Associate of the Chartered Institute of
Bankers.
Mr Sleeman is a non-executive Director of the Company and is a
member of the Company's Audit Committee.
Mohammad Yusuf Khan
Dr Khan holds an honorary doctorate degree in Business
Management from Burkes University and a degree in science from the
University of Kashmir. He is currently the chairman of the Banking
and Advisory Council for Yes Bank Limited. He is also a director of
Bharat Hotels in India and a senior advisor to Berenson &
Company.
Previously, Dr Khan has held the positions of chairman of
J&K Bank, Managing Director of J&K Agro Industries
Development Corporation and managing director of J&K Tourism
Development Corporation. Dr Khan is the chairman of Chinab Valley
Power Corporation, a director of the Federal Bank of India and a
director of Zee Entertainment.
Dr Khan is a non-executive Director of the Company and is a
member of the Company's Audit Committee.
9. EXTRAORDINARY GENERAL MEETING
Shareholders will find at the end of this document a notice
convening an Extraordinary General Meeting of the Company, to be
held at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP
at
10.30 a.m. on 22 December 2014.
At the Extraordinary General Meeting, the Resolution will be
proposed to approve, amongst other things, the B Share Scheme and
the adoption of the New Articles.
10. ACTION TO BE TAKEN
Action Shareholders should take in relation to the Annual
General Meeting and Extraordinary General Meeting
Shareholders will find enclosed with this document Forms of
Proxy for use at the Annual General Meeting and Extraordinary
General Meeting. Whether or not you intend to be present at the
Annual General Meeting or Extraordinary General Meeting, you are
requested to complete and return the Forms of Proxy so as to reach
the Company's registered office at IOMA House, Hope Street,
Douglas, Isle of Man IM1 1AP, either by personal delivery, post
(Shareholders may use the accompanying reply paid envelope if
posting from inside the UK), facsimile transmission (+44 (0)1624
681392) or email (grainned@iomagroup.co.im), as soon as possible
and, in any event, not later than 10.00 a.m. on 20 December 2014 in
respect of the Annual General Meeting and not later than 10.30 a.m.
on 20 December 2014 in respect of the Extraordinary General
Meeting, in both cases being not less than 48 hours before the time
appointed for the Annual General Meeting and Extraordinary General
Meeting respectively.
Completion and return of the Forms of Proxy will not, however,
prevent you from attending at the Annual General Meeting or
Extraordinary General Meeting and voting in person if you should
wish to do so.
Action Shareholders should take in relation to the B Share
Scheme
The procedure for making elections under the B Share Scheme
depends on whether your existing Ordinary Shares are held in
certificated or uncertificated form and is summarised below.
Shareholders (other than Overseas Shareholders resident, or with
a registered address, in a Restricted Territory) may elect for any
combination of the B Share Alternatives provided that the total
number of Ordinary Shares in respect of which an election is made
does not exceed a Shareholder's total holding as at the Record
Date.
Shareholders need to make their own decision regarding any
election(s) they make under the B Share Scheme between the B Share
Alternatives and are recommended to consult their own independent
professional adviser.
(a) Ordinary Shares held in certificated form
Shareholders (other than Overseas Shareholders resident, or with
a registered address, in a Restricted Territory) who hold Ordinary
Shares in certificated form should make any election for the B
Share Alternative(s) suitable for them by completing the Form of
Election, in accordance with the instructions printed thereon, and
returning it to Capita Asset Services, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as
possible and, in any event, so as to be received by post or using
the accompanying reply paid envelope if posting from inside the
United Kingdom or (during normal business hours only) by hand by no
later than 1.00 p.m. on 8 January 2015.
Shareholders who do not complete and return a valid Form of
Election by 1.00 p.m. on 8 January 2015 will be deemed to have
elected for Option 1: B Share Dividend in respect of their entire B
Share Entitlement.
Overseas Shareholders with a registered address in a Restricted
Territory will not be sent a Form of Election and will be deemed to
have elected for Option 1: B Share Dividend in respect of all of
their B Share Entitlement.
(b) Ordinary Shares held in uncertificated form
Shareholders (other than Overseas Shareholders resident, or with
a registered address, in a Restricted Territory) who hold their
Ordinary Shares in uncertificated form should refer to the
applicable procedures and related timings set out in paragraph 2 of
Part VII of this document. Any Shareholder whose TTE Instruction
does not settle by 1.00 p.m. on 8 January 2015 will be deemed to
have elected for Option 1: B Share Dividend in respect of their
entire B Share Entitlement.
The CREST Manual may also assist you in making a TTE
Instruction.
Shareholders who do not make a valid election, and all Overseas
Shareholders resident, or with a registered address, in a
Restricted Territory, will be deemed to have elected for Option 1:
B Share Dividend in respect of ALL of their B Share
Entitlement.
If you have any questions relating to this document and the
completion and return of the Form of Election, please telephone
Capita Asset Services between 9.00 a.m. and 5.30 p.m. (London time)
Monday to Friday on 0871 664 0321 from within the UK or +44 20 8639
3399 if calling from outside of the UK. Calls to the 0871 664 0321
number cost 10 pence per minute (including VAT) plus your service
provider's network extras. Calls to the helpline from outside the
UK will be charged at applicable international rates. Different
charges may apply to calls from mobile telephones and calls may be
recorded and randomly monitored for security and training purposes.
The helpline cannot provide advice on the merits of the proposed
Initial Cash Return nor give any financial, legal or tax
advice.
11. RECOMMENDATION
The Independent Directors, taking into account the factors set
out in this letter, believe that the Initial Cash Return is in the
best interests of the Company and its Shareholders as a whole.
Accordingly, the Independent Directors unanimously recommend that
Shareholders vote in favour of the Resolution at the Extraordinary
General Meeting, as they intend to do in respect of their own
beneficial shareholdings.
Shareholders who have any questions with respect to the contents
of this document may contact the Company Secretary, Philip Scales,
on +44 (0)1624 681250.
Yours faithfully,
Donald Lake
Chairman"
Expected timetable of principal events
Publication and despatch of this document 28 November 2014
Latest time and date for receipt of Forms 10.00 a.m. on 20 December
of Proxy for the Annual General Meeting 2014
Latest time and date for receipt of Forms 10.30 a.m. on 20 December
of Proxy for the Extraordinary General 2014
Meeting
Annual General Meeting 10.00 a.m. on 22 December
2014
Extraordinary General Meeting 10.30 a.m. on 22 December
2014
Announcement of the amount of the Initial 7.00 a.m. on 7 January
Cash Return 2015
Shares marked 'ex' by the London Stock 8.00 a.m. on 7 January
Exchange 2015
Latest time for receipt of Forms of Election 1.00 p.m. on 8 January
from certificated Shareholders and TTE 2015
Instruction from CREST holders in relation
to the B Share Alternatives
Record Date for participation in the Initial 5.00 p.m. on 8 January
Cash Return 2015
B Shares issued to Shareholders 9 January 2015
Option 1: B Share Dividend
B Share Dividend Date 9 January 2015
B Shares in respect of which the B Share 9 January 2015
Dividend is payable convert into Deferred
Shares
Dispatch of cheques or CREST accounts by 16 January 2015
credited (as appropriate) in respect of
the B Share Dividend
Redemption of Deferred Shares 19 January 2015
Option 2: B Share Purchase Offer
B Share Purchase Date 9 January 2015
Dispatch of cheques or CREST accounts by 16 January 2015
credited (as appropriate) in respect of
the B Shares purchased
All references to times in this document are to London times
unless otherwise stated.
Enquiries:
Westhouse Securities Limited
Alastair Moreton/Darren Vickers
Tel: +44 (0)20 7601 6118
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFELFLAFLSEIF
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