Notice of AGM

RNS Number : 2303S

Future PLC

19 December 2016

 

19 December 2016

Future plc

Posting of Annual Report, Notice of Annual General Meeting and Proposed Share Consolidation

Posting of Annual Report and Notice of Annual General Meeting

Future plc, the international media group, is pleased to announce that copies of its Annual Report & Accounts for the year ended 30 September 2016 were mailed to shareholders today, 19 December 2016. An electronic copy is available on the Company's website, www.futureplc.com.

A copy of the above document has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do. 

Copies of the Annual Report 2016 may be obtained from the Company at Quay House, The Ambury, Bath, BA1 1UA (contact: [e-mail]).  

The Notice of Annual General Meeting is set out on pages 79-83 of the Annual Report 2016.

The AGM will be held at Future's London office, 1-10 Praed Mews, London, W2 1QY at 10.30 a.m. on Wednesday 1 February 2017.

Proposed consolidation of Ordinary shares

Contained within the notice of AGM are details of proposals for a consolidation of share capital ("Share Consolidation"). The ordinary resolution required to effect this will be put to shareholders at the forthcoming AGM. A frequently asked question document relating to the Share Consolidation will also be posted to shareholders alongside the Annual Report.

As at 16 December 2016, the Company had 548,430,719 existing ordinary shares of 1p each ("Existing Ordinary Shares") in issue. With shares of low denominations, small absolute movements in the share price can represent large percentage movements resulting in high volatility. The Share Consolidation is expected to assist in reducing the volatility in the Company's share price and enable a more consistent valuation of the Company. The Board also believes that the bid/offer spread on shares priced at low absolute levels can be disproportionate to the share price and therefore to the detriment of shareholders. The Board believes that the Share Consolidation will result in a more appropriate number of ordinary shares in issue for a company of Future's size.

The Directors, therefore, are proposing that every 15 Existing Ordinary Shares be consolidated into one new ordinary share of 15 pence each ("New Ordinary Share").

Application will be made for the New Ordinary Shares to be admitted to the standard listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. Admission is expected to take place and dealings are expected to commence at 8.00 a.m. on 2 February 2017. The Company will also apply for the New Ordinary Shares to be admitted to CREST with effect from Admission.

Subject to Admission, the New Ordinary Shares will be traded on the London Stock Exchange's main market for listed securities in the same way as Existing Ordinary Shares and will be equivalent in all material respects to the Existing Ordinary Shares (including as to dividend, voting and other rights), and dealings in New Ordinary Shares are expected to commence at 8.00 a.m. on 2 February 2017.

Fractional entitlements to New Ordinary Shares

Unless a Shareholder's entitlement is for a number of New Ordinary Shares which is exactly divisible by 15, a right to a fractional entitlement of a New Ordinary Share will arise following the Share Consolidation. For example a Shareholder having 100 Existing Ordinary Shares would, after the Consolidation, as well as receiving 6 New Ordinary Shares, be entitled to a fractional entitlement of 10/15ths of a New Ordinary Share.

Based on the share price of 12.75p as at 16 December 2016 being the last practicable date prior to the date of the notice of AGM, no fractional entitlement could be worth more than £1.79, and therefore uneconomic to distribute to any shareholders. Accordingly, any fractional entitlements arising from the Consolidation will be aggregated and sold in the market and the net proceeds will, provided the relevant resolutions are passed at the AGM, be donated to a charity designated by the Board of Directors.

The expected timetable for the Share Consolidation

Annual Report, including Notice of AGM, posted to Shareholders	19 December 2016
Latest time and date for receipt of Forms of Proxy	10:30am 30 January 2017
Annual General Meeting	10:30am 1 February 2017
Last day of dealings in Existing Ordinary Shares	1 February 2017
Record time and date	6pm on 1 February 2017
Admission effective and dealings in New Ordinary Shares expected to commence	2 February 2017
Crediting of CREST accounts with New Ordinary  Shares	2 February 2017
Despatch of definitive share certificates in respect of New Ordinary Shares in certificated form	9 February 2017
ISIN of New Ordinary Shares	GB00BYZN9041

 

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