Proposed Return of Cash to Shareholders

RNS Number : 4652C

Persimmon PLC

17 March 2014

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR NEW ZEALAND

Persimmon Plc (the 'Company')

Proposed Return of Cash to Shareholders

17 March 2014

The Company has today posted a circular ("Circular") to its Shareholders containing the notice of the Company's Annual General Meeting and giving details of a proposed return of cash, which was announced on 25 February 2014 ("Return of Cash") (being approximately £214 million in aggregate). The proposal is to make a Return of Cash to shareholders of 70 pence per ordinary share, which will be paid on 4 July 2014. 

The Board proposes to effect the Return of Cash through a bonus issue of B Shares and/or C Shares in the same manner as the first Capital Return Plan payment made on 28 June 2013. This is intended to enable shareholders, subject to applicable overseas restrictions, to elect to receive their Return of Cash proceeds as either a return of capital (the "Capital Option (B Shares)") or as dividend income (the "Income Option (C Shares)") or any combination of the two.

The Annual General Meeting of the Company will be held on 16 April 2014, at which, in addition to routine business, the approval of the Return of Cash will be proposed. The special resolution to approve the Return of Cash will adopt new amended articles of association of the Company that incorporate the terms of the B Shares, C Shares and Deferred Shares and are fully explained in the Circular.

Subject to shareholder approval being obtained, for every one existing ordinary share held at 6.00pm on 4 June 2014, 70 pence is to be returned through the issue of either one B Share, which will be redeemed by the Company for 70 pence, or one C Share, on which a dividend of 70 pence will be paid, after which the C Share will be automatically reclassified as a Deferred Share and subsequently repurchased by the Company and cancelled.

The expected timetable of the proposed Return of Cash is as follows:

·      the latest time and date for receipt of shareholders' forms of proxy and CREST proxy instructions to vote on the resolution to approve the Return of Cash is 12 noon on 14 April 2014;

·      the record date for the entitlement to B Shares and/or C Shares under the Return of Cash is 6.00 pm on 4 June 2014;

·      the latest time and date for receipt of shareholders' Forms of Election in respect of the Capital Option (B Shares) and Income Option (C Shares) is 11.00 am on 20 June 2014;

·      payments are expected to be made to Shareholders and CREST accounts on 4 July 2014.

The Circular will be available later today on the Company's website, www.corporate.persimmonhomes.com, and will be submitted to the National Storage Mechanism, where it will be available for inspection at www.Morningstar.co.uk/uk/nsm.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to subscribe for any securities, nor the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

None of the B Shares, C Shares or Deferred Shares has been or will be registered under 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 which has been registered under the US Securities Act and/or relevant state securities laws or which is not subject to the registration requirements of the US Securities Act or such laws, either because of an exemption therefrom or otherwise.

None of the U.S. Securities and Exchange Commission, any state securities commission in the United States, nor any other securities commission or regulatory authority has approved or disapproved of the securities described in this document or determined if this document is truthful, complete or accurate. Any representation to the contrary is a criminal offence in the United States.

Enquiries:

Persimmon Plc                                                            Jeff Fairburn, Group Chief Executive Mike Killoran, Group Finance Director Tel: [phone]  Citigate Dewe Rogerson Tel: [phone]

 

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