Circ re. Scrip Dividend Schem

RNS Number : 8986H

Primary Health Properties PLC

02 March 2010

 



2 March 2010

Primary Health Properties PLC (the "Company")

Scrip Dividend Scheme

On 11 February 2010 the Company announced that it was intending to pay a  second interim cash dividend of 8.75p per ordinary share of 50 pence each ("Ordinary Share") in respect of the year ended 31 December 2009 ("Interim Dividend") and that Shareholders would be offered the opportunity to take up new Ordinary Shares ("New Shares") instead of cash in respect of dividends until 2014 ("Scrip Dividend Scheme").

Accordingly, the Board is now pleased to offer Shareholders the opportunity to receive the Interim Dividend in New Shares (the "Scrip Dividend Offer") instead of cash (the "Cash Dividend").

Scrip dividends are attractive to many shareholders because they enable shareholders to increase their holding in the Company in a simple manner without incurring any dealing costs or stamp duty. At the same time, the Company will retain more cash in its business, which would otherwise be paid as a dividend.

A circular providing details of the Scrip Dividend Offer and explaining how Shareholders may elect now and in the future to receive a Scrip Dividend instead of a Cash Dividend ("Circular") along with a Scrip Dividend mandate form ("Scrip Mandate Form") will be posted to Shareholders today and will be available on the Company's website at www.php.group.co.uk.

Scrip Dividend Offer

The Scrip Dividend Offer is made to Shareholders on the register of members at the close of business on 19 February 2009 ("Record Date").

The Interim Dividend is payable on 26 March 2009. Shareholders who choose to take up the Scrip Dividend Offer will increase their total holding of Ordinary Shares in the Company without incurring dealing expenses or stamp duty.

Shareholders will be entitled to receive one New Share, credited as fully paid, for approximately every 33.25 Ordinary Shares held on the Record Date. Shareholders' Scrip Dividend Offer entitlements have been determined on the basis of the Interim Dividend and the price per Ordinary Share of 290.95p (being the average of the closing middle market quotations, derived from the Daily Official List of the UK Listing Authority for an Ordinary Share on the day on which the shares are first quoted as ex-dividend and the four subsequent dealing days, being 17 to 23 February 2009 inclusive ("Interim Dividend Share Price")).

If all Shareholders eligible to receive the Interim Dividend were to choose to receive the Cash Dividend, the total cash payment by the Company would be approximately £5,377,513 in respect of which the applicable tax credit available to Shareholders would be approximately £537,751 (on the assumption that the recipients of such dividends are companies or persons resident in the United Kingdom). If the Scrip Dividend Offer was taken up in full, it would result in the allotment of a maximum of 1,848,260 New Shares (ignoring any reduction in respect of fractions) representing approximately 3.01 per cent. of the Company's issued Ordinary Share capital as at the date of this document.

No fraction of a New Share will be allotted and calculations of entitlements to New Shares will always be rounded down the nearest whole New Share. Any residual cash balance will be carried forward to be included in the calculation for the next dividend and no interest will be paid on any residual cash balances. 

To protect Shareholders against a fall in the price of an Ordinary Share between the date on which the Scrip Mandate Form is lodged with Capita Registrars and 16 March 2009, being the final date for receipt of the Scrip Mandate Form ("Final Receipt Date"), the Scrip Dividend Offer will be withdrawn if the middle market quotation of an Ordinary Share, derived from the Daily Official List of the UK Listing Authority for the Final Receipt Date, has fallen relative to the Interim Dividend Share Price by 10 per cent. to 261.85p. In such circumstances, any Scrip Dividend Mandate will be deemed to be void and the Cash Dividend will be paid in the usual way. If the price falls after the Final Receipt Date, any Scrip Dividend Mandate will remain in force.

Application will be made for the New Shares to be admitted to the Official List of the UKLA and to trading on the London Stock Exchange. On issue, New Shares, which may be held in uncertificated form, will rank pari passu with the issued Ordinary Shares in the Company in respect of all rights arising on or after the date of issue.

Allotment of New Shares under the Scrip Dividend Offer is subject to the following conditions:

·      the price of the Ordinary Shares not falling by 10 per cent. on the Final Receipt Date;

·      admission of the New Shares to the Official List of the UKLA and to trading on the London Stock Exchange; and

·      the authority granted to Directors at the General Meeting to allot shares in lieu of any cash dividend and in connection with a scrip dividend alternative pursuant to Section 551 of the Companies Act 2006 not lapsing.

If any of these conditions are not met, the Scrip Dividend Offer will be cancelled and dividends will be paid in cash to all Shareholders.   

Financial Calendar for the Interim Dividend	2010
Ordinary Shares quoted ex-dividend	17 February
Record date for the Interim Dividend	19 February
Posting of Circular and Scrip Dividend Mandate Form	2  March
Latest date for receipt of Scrip Dividend Mandate Form	16 March
Interim dividend warrants despatched for payment and definitive share certificates and notional tax voucher to CREST participants posted	25 March
Payment date	26 March
Dealings expected to commence in new Ordinary Shares	26 March

 

END

 

 

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