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Return of Value Dignity
What will you receive as a result of the Proposals?
You will receive Redeemable B Shares and Consolidated Ordinary Shares to replace your Existing Ordinary Shares. Under the terms of the Return of Cash, Shareholders will receive 7 Consolidated Ordinary Shares and 9 Redeemable B Shares for every 9 Existing Ordinary Shares. The Company cannot issue fractions of shares. Therefore, if the number of Existing Ordinary Shares you own cannot be divided by 9 and multiplied by 7 to produce a whole number, you will receive a cheque in respect of fractional entitlements in addition to your pro rata entitlement of Consolidated Ordinary Shares. For example, if you currently own 100 Ordinary Shares (100 Ordinary Shares divided by 9 and multiplied by 7 equals 77.78), you will receive 77 Consolidated Ordinary Shares and a cheque in respect of your fractional entitlement to 0.78 of a Consolidated Ordinary Share, in addition to your 100 Redeemable B Shares. The process by which you will receive each of these is described further below.
Fractional entitlements will be aggregated and sold in the market on behalf of the relevant Shareholders and the proceeds of the sale will be distributed pro rata to those Shareholders. It is expected that cheques in respect of the proceeds of sale of such fractional entitlements will be despatched and CREST accounts credited with the proceeds as appropriate, on 11 August 2006.
When will you receive the Redeemable B Shares?
Redeemable B Shares are expected to be issued on 2 August 2006 to all Shareholders on the register at close of business on 1 August 2006 (the ‘‘Redeemable B Share Record Time’’ for the issue) on the basis of one Redeemable B Share for every one Ordinary Share held. Only Shareholders on the Company’s register of members at the Redeemable B Share Record Time will be able to participate in the Return of Cash.
The Redeemable B Shares will not be admitted to the Official List. They are not transferable, have not been marketed and nor have they been made available in whole or in part to the public. Share certificates for the Redeemable B Shares will not be issued.
What will the Redeemable B Shares be worth?
Each Redeemable B Share has a nominal value of £1. As your Board has decided to return cash to Shareholders equivalent to £1 per Existing Ordinary Share, you will receive 1 Redeemable B Share with a total redemption value of £1 per Existing Ordinary Share you own. For example, if you own 100 Existing Ordinary Shares, you will receive 100 Redeemable B Shares, worth £100 when redeemed.
When will you receive cash in respect of the Redeemable B Shares?
Following the issue of the Redeemable B Shares to Shareholders, the Company will redeem those Redeemable B Shares at par value at 9a.m. on 3 August 2006. It is expected that Redeemable B Shareholders will be sent a cheque for the redemption proceeds (or have their CREST accounts credited) on 11 August 2006.
Why and how are your Existing Ordinary Shares being consolidated?
Following approval of Shareholders at the EGM, and subject to the Consent becoming unconditional, you will receive 7 Consolidated Ordinary Shares for every 9 Existing Ordinary Shares held at the Consolidation Record Time (the close of business on 1 August 2006). This will be achieved by first sub-dividing each Existing Ordinary Share into 7 new shares of 1 pence each and immediately consolidating every 9 of those new shares into one Consolidated Ordinary Share of 9 pence each.
The Consolidation is intended to allow you and the Company to compare historical earnings and returns per share with future earnings and returns per share, to ensure the share price for Ordinary Shares is not directly impacted by the Return of Cash, to maintain the comparability of future dividend per share amounts with previously reported dividend per share amounts and to maintain the intrinsic value of share options that have been previously granted. The Consolidated Ordinary Shares will have the same rights attaching to them as the Existing Ordinary Shares. The Consolidation ratio has been determined by reference to a price of 484 pence per Existing Ordinary Share, being the average middle market closing price per Existing Ordinary Share, as derived from the Daily Official List for the five working days ended 23 June 2006, the latest practicable date prior to the publication of this document.
The effect of the Consolidation will be to reduce the number of Ordinary Shares in issue by approximately 22 per cent. to reflect the fact that this proportion of the Company’s market capitalisation (represented by the proposed issue of Redeemable B Shares) is being returned to Shareholders. As a Shareholder, your proportionate interest in the Company’s issued ordinary share capital will remain unchanged, subject to adjustments arising from fractional entitlements. The rights of Redeemable B Shareholders will be unaffected by the Consolidation.
Holders of Existing Ordinary Shares whose holdings are registered in CREST will automatically have their new Consolidated Ordinary Shares credited to their CREST account. Definitive share certificates in respect of Consolidated Ordinary Shares will be despatched by first class post or air mail, as appropriate, on 11 August 2006 to Shareholders who hold their Existing Ordinary Shares in certificated form. From Admission, certificates in respect of the Existing Ordinary Shares will no longer be valid and they should be destroyed on receipt of certificates for Consolidated Ordinary Shares.
What happens to any fractions of your Existing Ordinary Shares?
If your holding of Existing Ordinary Shares cannot be divided by 9 and multiplied by 7 to produce a whole number, you will be left with a fractional entitlement to a Consolidated Ordinary Share following the Consolidation. We will arrange to have these fractional entitlements aggregated and sold in the market on your behalf and you will receive a cheque (or your CREST account credited) for your proportion of the net proceeds of sale. Cheques in respect of the proceeds of sale of such fractional entitlements, together with certificates for the Consolidated Ordinary Shares are expected to be despatched to Shareholders on 11 August 2006.
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