Proposed Return of Cash to Shareholders

RNS Number : 1092Y

IMI PLC

21 January 2014

 



21 January 2014

IMI plc announces the terms of its proposed return of £620 million to shareholders and share capital consolidation

·          Return of 200 pence per existing ordinary share in the capital of IMI plc ("Existing Ordinary Share") (the "Return of Cash")

·          Consolidation of every 8 Existing Ordinary Shares into 7 new ordinary shares ("New Ordinary Shares") (the "Share Capital Consolidation")

IMI plc ("IMI" or the "Company") today announces the terms of its Return of Cash to IMI shareholders ("Shareholders"), following the completion of the disposal of its Beverage Dispense and Merchandising divisions as announced on 2 January 2014. The Company intends to return 200 pence per Existing Ordinary Share to Shareholders on the register as at 6.00 p.m. on 14 February 2014 (the "Record Time"), which amounts to approximately £620 million in aggregate. The Return of Cash is being structured as a "B and C share" scheme to allow Shareholders, subject to applicable overseas restrictions, to elect to receive their cash proceeds as an immediate income payment, an immediate capital payment, a deferred capital payment or any combination of the three (the "Alternatives").

Key elements of the proposed Return of Cash

·     All Shareholders will be entitled to receive 200 pence per Existing Ordinary Share;

·     Shareholders, subject to restrictions in respect of US Shareholders and certain other overseas Shareholders (as referred to below), can elect to receive their cash proceeds of 200 pence per Existing Ordinary Share as: (i) an immediate income payment (the "Income Option"); (ii) an immediate capital payment (the "Immediate Capital Option"); (iii) a capital payment deferred until after 7 April 2014 (the "Deferred Capital Option"); or (iv) any combination of the above;

·     Shareholders who do not make a valid election, and all Shareholders with a registered address in the United States, Canada, Australia, New Zealand or Japan or who are resident or located in one of those jurisdictions (together, "Restricted Shareholders"), will be deemed to have elected for the Income Option in respect of all of their entitlement to the Return of Cash;

·     the Return of Cash is conditional upon Shareholder approval, which will be sought at a general meeting of the Company to be held at 10.00 a.m. on 13 February 2014 (the "General Meeting");

·     the latest time and date for receipt of Shareholders' elections will be 4.30 p.m. on 14 February 2014;

·     it is expected that payments will be made in respect of the Income Option and the Immediate Capital Option by 10 March 2014; and

·     it is expected that payments will be made in respect of the Deferred Capital Option by 21 April 2014.

Share Capital Consolidation

Alongside the Return of Cash, the Company proposes a consolidation of its ordinary share capital in order to maintain (subject to normal market fluctuations) the market price for IMI ordinary shares at approximately the same level as prevailed immediately prior to the implementation of the Return of Cash. Accordingly, Shareholders will receive 7 New Ordinary Shares in substitution for every 8 Existing Ordinary Shares held at the Record Time. The effect of this Share Capital Consolidation will be to reduce the number of IMI ordinary shares in issue to reflect the return of 200 pence per Existing Ordinary Share to Shareholders under the Return of Cash. However, Shareholders will own the same proportion of the Company as they did beforehand, subject to fractional entitlements.

A shareholder circular (the "Circular") containing the full terms and conditions of the Return of Cash and the Share Capital Consolidation, a notice convening the General Meeting and instructions to Shareholders on making an election as to how they wish to receive their proceeds of the Return of Cash, together with an election form and a proxy form, are expected to be posted to Shareholders later today. The Circular will also be available on the Company's website at www.imiplc.com. A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.hemscott.com/nsm.do.

Terms used in this announcement but which are otherwise undefined shall have the same meanings as set out in the Circular.

This summary should be read in conjunction with the full text of the announcement, including the cautionary statements therein, and the Circular.

Equiniti Shareholder Helpline

Tel: [phone] (and [phone] from outside the UK)

The Shareholder helpline will be available between the hours of 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) and will remain open until 2 May 2014. Please note that calls to the Shareholder helpline numbers may be monitored or recorded. Calls to 0871 384 2917 are charged at 8 pence per minute (excluding VAT) plus your standard network charge.  Calls to [phone] from outside the UK are chargeable at applicable international rates.

Enquiries to:

Will Shaw                                IMI                                                        Tel:      [phone]

Suzanne Bartch                      StockWell Communications               Tel:      [phone]

Robert Morgan

Edmund Byers                        J.P. Morgan Cazenove                       Tel:      [phone]

James Thomlinson

Andrew Seaton                       Citi                                                       Tel:      [phone]

Christopher Wren

PROPOSED RETURN OF CASH TO SHAREHOLDERS

INTRODUCTION

IMI plc ("IMI" or the "Company") today announces the terms of the proposed return of cash of approximately £620 million to IMI shareholders ("Shareholders"), following the completion of the disposal of its Beverage Dispense and Merchandising divisions as announced on 2 January 2014. The Company intends to return 200 pence per existing ordinary share in the capital of the Company ("Existing Ordinary Shares") to Shareholders on the register as at 6.00 p.m. on 14 February 2014 (the "Record Time") (the "Return of Cash"). The Company also announces the associated consolidation of every 8 Existing Ordinary Shares into 7 new ordinary shares (the "New Ordinary Shares") (the "Share Capital Consolidation").

Return of Cash

The Return of Cash will involve the Company returning 200 pence per Existing Ordinary Share to Shareholders, which amounts to approximately £620 million in aggregate.

The Return of Cash has been structured with the objective of enabling Shareholders, subject to restrictions in respect of US Shareholders and other Shareholders with a registered address in, or who are resident or located in, a Restricted Territory (being any of the United States, Canada, Australia, New Zealand and Japan) (together, "Restricted Shareholders"), to elect to receive their cash proceeds of 200 pence per Existing Ordinary Share as:

·     an immediate income payment (the "Income Option");

·     an immediate capital payment (the "Immediate Capital Option");

·     a capital payment deferred until after 7 April 2014 (the "Deferred Capital Option"); or

·     any combination of the above options (the "Alternatives"). 

There is a maximum limit on the number of Existing Ordinary Shares which can be elected for the Deferred Capital Option. In the unlikely event that this limit is exceeded, the Deferred Capital Option will be scaled back on a pro rata basis for those Shareholders who elect for it.

This structure has been chosen to complete the Return of Cash because:

·     it treats all Shareholders equally regardless of the size of their existing shareholdings in the Company; and

·     it gives all Shareholders, subject to restrictions in respect of US Shareholders and other Restricted Shareholders, a choice as to how and when they receive their cash.

It is important to note that Shareholders who do not make a valid election, and all US Shareholders and other Restricted Shareholders, will be deemed to have elected for the Income Option in respect of ALL of their entitlement to the Return of Cash. 

The Return of Cash is conditional upon shareholder approval, which will be sought at a general meeting of the Company to be held at 10.00 a.m. on 13 February 2014 (the "General Meeting").

A shareholder circular (the "Circular") containing the full terms and conditions of the Return of Cash and the Share Capital Consolidation, a notice convening the General Meeting and instructions to Shareholders on making an election as to how they wish to receive their proceeds of the Return of Cash, together with an election form and a proxy form, are expected to be posted to Shareholders later today. The Circular will also be available on the Company's website at www.imiplc.com. A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.hemscott.com/nsm.do.

Share Capital Consolidation

As mentioned above, the Return of Cash is intended to result in the payment to Shareholders of approximately £620 million of cash by the Company.  It is anticipated that, as a result of the decrease in value of the Company due to the Return of Cash, there would, without a consolidation of the Company's ordinary share capital, be a corresponding decrease in the market price of the ordinary shares in the Company. 

Accordingly, in order to maintain (subject to normal market fluctuations) the market price for Ordinary Shares at approximately the same level as prevailed immediately prior to the implementation of the Return of Cash, a consolidation of the Company's ordinary share capital is also proposed.  As a result of the Share Capital Consolidation, Shareholders will hold 7 New Ordinary Shares in substitution for every 8 Existing Ordinary Shares held at the Record Time.

THE RETURN OF CASH ALTERNATIVES

Each Shareholder (with the exception of US Shareholders and other Restricted Shareholders) will be able to choose between the three Alternatives described below as to how they receive their cash proceeds under the Return of Cash. This is intended to give Shareholders the flexibility to receive their cash proceeds as income, immediate capital, deferred capital or any combination of the three. 

Each Alternative is expected to return 200 pence of cash per Existing Ordinary Share.

For legal and accounting reasons each of the Alternatives involves the Company issuing Shareholders with new shares depending on their election (so called B Shares and C Shares).  These new shares will exist for the specific purpose of the Return of Cash, after which they will have no value for Shareholders and will, in effect, be extinguished. 

Shareholders who do not make a valid election, and all US Shareholders and other Restricted Shareholders, will be deemed to have elected for the Income Option in respect of ALL of their entitlement in respect of the Return of Cash.

The following is a summary of the Alternatives. Shareholders should read the Circular in full to ensure that they understand the Alternatives, their entitlement in respect of the Return of Cash and the action they need to take.

Alternative 1 - Income Option

For shares validly elected (or deemed elected) for the Income Option, a Shareholder will receive a dividend of 200 pence for each Existing Ordinary Share held at the Record Time.  

It is expected that the dividend of 200 pence per Existing Ordinary Share will become payable by 24 February 2014 and the proceeds will be sent to relevant Shareholders by 10 March 2014.

Alternative 2 - Immediate Capital Option

For shares validly elected for the Immediate Capital Option, a Shareholder will receive a capital payment of 200 pence for each Existing Ordinary Share held at the Record Time.

It is expected that the capital payment of 200 pence per Existing Ordinary Share will become payable by 24 February 2014 and the proceeds will be sent to relevant Shareholders by 10 March 2014.

Alternative 3 - Deferred Capital Option

For shares validly elected for the Deferred Capital Option, a capital payment of 200 pence per Existing Ordinary Share held at the Record Time will become payable between 7 April and 14 April 2014 with the proceeds expected to be sent to relevant Shareholders by 21 April 2014. 

The Deferred Capital Option is limited for technical legal and accounting reasons. In the unlikely event that this limit is exceeded, all elections under the Deferred Capital Option will be scaled back on a pro rata basis, with the balance of entitlements treated as if they had been elected under the Immediate Capital Option.

The three Alternatives summarised above are explained in further detail in paragraph 4 of Part IV of the Circular. Shareholders should read the Circular in full.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Forms of Proxy and CREST proxy instructions for the General Meeting	10.00 a.m. on 11 February 2014
General Meeting	10.00 a.m. on 13 February 2014
Election Deadline: latest time and date for receipt of Forms of Election or TTE Instructions from CREST holders in relation to the Alternatives	4.30 p.m. on 14 February 2014
Latest time and date for dealings in Existing Ordinary Shares	4.30 p.m. on 14 February 2014
Record Time for entitlement to B Shares and/or C Shares and for the Share Capital Consolidation. Share register of Existing Ordinary Shares closed and Existing Ordinary Shares disabled in CREST	6.00 p.m. on 14 February 2014
Cancellation of trading of Existing Ordinary Shares. Admission of New Ordinary Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities. Dealings commence in New Ordinary Shares	8.00 a.m. on 17 February 2014
CREST accounts credited with New Ordinary Shares and (if applicable) B Shares issued pursuant to the Deferred Capital Option	Approximately 8.00 a.m. on 17 February 2014
B Shares issued pursuant to the Immediate Capital Option and/or the Deferred Capital Option and C Shares issued pursuant to the Income Option and (if applicable) the Immediate Capital Option and/or the scaling-back arrangements of the Deferred Capital Option	8.00 a.m. on 17 February 2014
C Share Dividend becomes payable on C Shares issued pursuant to the Income Option and those C Shares automatically reclassified as Deferred Shares	By 24 February 2014
Redemption of B Shares under the Immediate Capital Option	By 24 February 2014
If applicable, J.P. Morgan Cazenove makes the Purchase Offer for C Shares issued pursuant to the Immediate Capital Option and/or the scaling back arrangements of the Deferred Capital Option by means of an announcement through a Regulatory Information Service	By 24 February 2014
Despatch of cheques or payment by BACS to mandated sterling bank accounts, in respect of proceeds under the Income Option	By 10 March 2014
Despatch of cheques or, if held in CREST, CREST accounts credited in respect of proceeds under the Immediate Capital Option	By 10 March 2014
Despatch of share certificates in respect of: New Ordinary Shares and, if applicable, despatch of cheques and CREST accounts credited in respect of fractional entitlements	By 10 March 2014
Redemption of B Shares issued under the Deferred Capital Option	Between 7 April and 14 April 2014
Despatch of cheques or, if held in CREST, CREST accounts credited in respect of proceeds under the Deferred Capital Option	By 21 April 2014

Notes:

·      All time references above are to London time.

·      These dates are given on the basis of the Board's current expectations and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service and will be available on www.imiplc.com.

·      All events in the timetable following the General Meeting are conditional upon approval of each of Resolutions 1 and 2 set out in the notice convening the General Meeting contained in the Circular. All events in the timetable from Admission of the New Ordinary Shares are conditional upon Admission occurring.

TAX

A guide to certain UK tax consequences of the Return of Cash under current UK law and HM Revenue & Customs' practice is set out in paragraph 1 of Part VI of the Circular and a summary of certain United States federal income tax consequences of the Income Option for Shareholders under current United States federal income tax law is set out in paragraph 2 of Part VI of the Circular.

Shareholders who are subject to tax in a jurisdiction other than the UK or the United States, or who are in any doubt as to the potential tax consequences of the Return of Cash, should consult an appropriate professional adviser.

RECOMMENDATION TO SHAREHOLDERS

The Board has received financial advice from J.P. Morgan Cazenove and Citigroup Global Markets Limited in relation to the Return of Cash and the Share Capital Consolidation. In providing their financial advice to the Board, J.P. Morgan Cazenove and Citigroup Global Markets Limited have taken into account the Board's commercial assessment of the Return of Cash and the Share Capital Consolidation.

The Board considers the Return of Cash and the Share Capital Consolidation to be in the best interests of the Company and its Shareholders taken as a whole. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting. The Directors intend to vote in favour of the Resolutions at the General Meeting in respect of their own individual beneficial holdings of, in aggregate, 605,640 Existing Ordinary Shares, representing approximately 0.2% of the total issued share capital of the Company (excluding treasury shares) as at 20 January 2014 (being the last practicable date prior to publication of the Circular).

Equiniti Shareholder Helpline

Tel: [phone] (and [phone] from outside the UK)

The Shareholder helpline is available between the hours of 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) and will remain open until 2 May 2014. Please note that calls to the Shareholder helpline numbers may be monitored or recorded. Calls to 0871 384 2917 are charged at 8 pence per minute (excluding VAT) plus your standard network charge.  Calls to [phone] from outside the UK are chargeable at applicable international rates.

Enquiries to:

Will Shaw                    IMI                                                        Tel:      [phone]

Suzanne Bartch          StockWell Communications               Tel:      [phone]

Robert Morgan

Edmund Byers            J.P. Morgan Cazenove                       Tel:      [phone]

James Thomlinson

Andrew Seaton           Citi                                                       Tel:      [phone]

Christopher Wren

Cautionary Statements

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom into which this announcement is released, published or distributed should inform themselves about, and observe, any applicable restrictions or requirements. This announcement has been prepared for the purposes of complying with English law and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

J.P. Morgan Limited is acting as joint broker and joint financial adviser to the Company and J.P. Morgan Securities plc is acting for the Company in relation to the Return of Cash. J.P. Morgan Limited is authorised and regulated by the Financial Conduct Authority. J.P. Morgan Securities plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Each of J.P. Morgan Limited and J.P. Morgan Securities plc are acting exclusively for the Company and for no one else in connection with the matters described in this announcement and are not advising or acting for and are not, and will not be, responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Limited or J.P. Morgan Securities plc, or for providing advice in connection with the matters referred to or contained in this announcement.

Citigroup Global Markets Limited is acting as joint broker and joint financial adviser to the Company. Citigroup Global Markets Limited is authorised and regulated by the Financial Conduct Authority. Citigroup Global Markets Limited is acting exclusively for the Company and for no one else in connection with the matters described in this announcement and are not advising or acting for and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to clients of Citigroup Global Markets Limited, or for providing advice in connection with the matters referred to or contained in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Limited, J.P. Morgan Securities plc or Citigroup Global Markets Limited by FSMA or the regulatory regime established thereunder, each of J.P. Morgan Limited, J.P. Morgan Securities plc and Citigroup Global Markets Limited do not accept any responsibility or liability whatsoever for the contents of this announcement and no representation, express or implied, is made by J.P. Morgan Limited, J.P. Morgan Securities plc or Citigroup Global Markets Limited in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by J.P. Morgan Limited, J.P. Morgan Securities plc or Citigroup Global Markets Limited, or on behalf of J.P. Morgan Limited, J.P. Morgan Securities plc or Citigroup Global Markets Limited, in connection with the Company or the matters described in this announcement. To the fullest extent possible each of J.P. Morgan Limited, J.P. Morgan Securities plc and Citigroup Global Markets Limited accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

This announcement has been issued by, and is the sole responsibility of, the Company.

Application will be made to the UK Listing Authority and the London Stock Exchange, respectively, for the New Ordinary Shares resulting from the proposed Share Capital Consolidation to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities in place of the Existing Ordinary Shares. It is expected that dealings in the Existing Ordinary Shares will continue until 4.30 p.m. on 14 February 2014 and that Admission of the New Ordinary Shares will become effective and dealings in them will commence on the London Stock Exchange at 8.00 a.m. on 17 February 2014.

No application will be made to the UK Listing Authority or to the London Stock Exchange, respectively, for any of the B Shares, C Shares or Deferred Shares to be admitted to the Official List or to trading on the London Stock Exchange's main market for listed securities, nor will the B Shares, C Shares or Deferred Shares be listed or admitted to trading on any other recognised investment exchange.

None of the B Shares, C Shares, Deferred Shares or the New Ordinary Shares have been or will be registered under the US Securities Act of 1933 (as amended) (the "US Securities Act") or the state securities laws of the United States and none of them may be offered or sold in the United States unless pursuant to a transaction that has been registered under the US Securities Act and the relevant state securities laws or a transaction that is not subject to the registration requirements of the US Securities Act and the state securities laws, either due to an exemption therefrom or otherwise.

None of the B Shares, C Shares, Deferred Shares, New Ordinary Shares or this announcement has been approved, disapproved or otherwise recommended by any US federal or state securities commission or other regulatory authority or any non-US securities commission or regulatory authority nor have such authorities passed upon or endorsed the merits of the proposed offering or confirmed the accuracy or determined the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

This announcement does not constitute an invitation to participate in the Return of Cash.

Ends

 

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