Return of Cash and Share Capi

RNS Number : 2308R

Randall & Quilter Inv Hldgs PLC

18 August 2010

 



Date:	18 August 2010
On behalf of:	Randall & Quilter Investment Holdings plc ("Randall & Quilter" or the "Group")
Embargoed until:	0700hrs

RANDALL & QUILTER INVESTMENT HOLDINGS PLC

RETURN OF CASH TO SHAREHOLDERS AND SHARE CAPITAL CONSOLIDATION

Randall & Quilter Investment Holdings plc (the "Company") has today issued its interim results for the six months ended 30 June 2010 ("Interim Results"), in which it stated that in order to reflect the source of profits being generated by the Company and its subsidiaries (the "Group") and to increase the flexibility of the method by which capital is returned to Shareholders, the Company is proposing to make a return of approximately £1.6m (equivalent to 2.9 pence per existing ordinary share of 2 pence each ("Existing Ordinary Share")) (the "Return of Value") to shareholders through the issue of B Shares and a Share Capital Consolidation (as defined below).  The Interim Results also provide an update on the Company's current trading and prospects.  This announcement provides further information on the proposed structure and timing of the Return of Value.

The Return of Value (together with certain other matters necessary to effect the Return of Value, including the proposed adoption of new articles of association of the Company) requires the approval of Shareholders.  These approvals will be sought at a general meeting of the Company which is expected to be held at 10.00 am on 3 September 2010 at the Company's registered office at 9-13 Fenchurch Buildings, London EC3M 5HR (the "General Meeting").  A circular (incorporating a notice of General Meeting) concerning the Return of Value and the Share Capital Consolidation (the "Circular") will be posted to Shareholders later today.

Under the Return of Value, Shareholders will receive one B share of 2.9 pence each (the "B Shares") for every one Existing Ordinary Share held by them on the record date (expected to be 5.00pm on 3 September 2010).  At the closing middle-market price of 91 pence per Existing Ordinary Share on 16 August 2010, the proposed Return of Value to Shareholders represents approximately 3.2 per cent. of the Company's market capitalisation at that date.  The main features of the B Shares and the choices available to Shareholders in relation to how they receive their cash are summarised below.  In addition to the receipt of B Shares by Shareholders under the Return of Value, there will be a one-off share capital consolidation whereby the Existing Ordinary Shares will be replaced by new ordinary shares of 2 ⁶/₉₁ pence each (the "New Ordinary Shares") so as to reduce the number of shares of the Company in issue approximately in proportion to the percentage of the Company's market capitalisation which is to be returned to Shareholders by the Return of Value (the "Share Capital Consolidation").  The aim of the Share Capital Consolidation is to ensure, so far as possible, that the market price of an ordinary share in the capital of the Company remains the same before and after the Return of Value and to maintain comparability of historical and future per share data.  The ratio used for the Share Capital Consolidation has been set by reference to the closing middle-market price of 91 pence per Existing Ordinary Share on 16 August 2010.  Further details of the Share Capital Consolidation are summarised below.

The New Ordinary Shares will be traded on AIM in the same way as the Existing Ordinary Shares and will be equivalent in all material respects to the Existing Ordinary Shares, including their dividend, voting and other rights.  The B Shares will not be admitted to trading on AIM.

A timetable of expected principal events is set out as the Appendix to this announcement.

Principal terms of the Return of Value

·          Existing Ordinary Shares to be consolidated into New Ordinary Shares at a ratio of 91 New Ordinary Shares for every 94 Existing Ordinary Shares held at the record time for the Return of Value which is expected to be 5.30 p.m. on 3 September 2010

·          Shareholders can elect to receive the Return of Value in income or capital form by electing for the Dividend Alternative or the Capital Alternative (or a combination thereof) as set out in more detail in the paragraph headed 'Shareholders' Choices' below

·          Shareholders electing for the Capital Alternative (as defined in the Circular) will have their B Shares redeemed by the Company at 2.9 pence per B Share (expected to be paid by 14 September 2010)

·          Shareholders electing for the  Dividend Alternative (as defined in the Circular) will receive a single dividend of 2.9 pence per B Share in respect of those B Shares (expected to be paid by 14 September 2010)

·          Shareholders (other than those resident in the United States, Canada or Australia) have the opportunity to elect for a combination of the B Share Alternatives (as defined in the Circular) to apply to their shares

·           The B Shares will not be admitted to trading on AIM or any recognised investment exchange

Share Capital Consolidation

In addition to the receipt of B Shares by Shareholders under the Return of Value, there will be a one-off Share Capital Consolidation as a result of which Shareholders will receive 91 New Ordinary Shares for every 94 Existing Ordinary Shares held on the Ordinary Share record time for the Return of Value (expected to be 5.30 pm on 3 September 2010).  As a result of the Share Capital Consolidation, the Existing Ordinary Shares will be replaced by the New Ordinary Shares so as to reduce the number of shares in issue by broadly the equivalent amount that the Return of Value bears to the Company's market capitalisation.  The aim of this is to ensure that, so far as possible, the market price of an ordinary share in the capital of the Company remains the same before and after the Return of Value and to maintain comparability of historical and future per share data.  The ratio used for the Share Capital Consolidation has been set by reference to the closing middle-market price of 91 pence per Existing Ordinary Share on 16 August 2010. 

The New Ordinary Shares will be admitted to trading on AIM in the same way as the Existing Ordinary Shares and will be equivalent in all material respects to the Existing Ordinary Shares, including their dividend, voting and other rights.

The fractional entitlements of all Shareholders to New Ordinary Shares arising as a result of the Share Capital Consolidation will be aggregated and sold in the market on their behalf and the proceeds will be retained for the benefit of the Company.  All fractional entitlements are expected to be less than £1.

Shareholders' choices

Shareholders (other than those resident in the United States, Canada or Australia who will only be entitled to receive the Dividend Alternative in respect of all of their B Shares) will be able to choose between the following two alternatives as to how the 2.9 pence cash for each Existing Ordinary Share is received:

Dividend Alternative

Shareholders who choose this alternative in respect of some or all of their B Shares will receive a single dividend of 2.9 pence in cash per B Share in respect of those B Shares, following which those B Shares will be converted into Deferred Shares.  The dividend will become payable on each such B Share on 10 September 2010 and the amount of the dividend is expected to be paid to Shareholders by 14 September 2010.

Capital Alternative

Shareholders who elect for this alternative in respect of some or all of their B Shares will have those B Shares redeemed by the Company for 2.9 pence per B Share on 10 September 2010 and the redemption proceeds will be sent to Shareholders by 14 September 2010.  Each such B Share will be cancelled on redemption.

Shareholders (who are not resident in the United States, Canada or Australia) who do not make an election will be deemed to have elected for the Capital Alternative.  Shareholders who are resident in the United States, Canada or Australia will receive the Dividend Alternative.

Contacts:

Randall & Quilter Investment Holdings plc:

Tom Booth

Tel: [phone]

Numis Securities Limited:

Stuart Skinner / Richard Thomas (Nominated Advisor)

Tel: [phone]

Charles Farquhar (Broker)

Tel: [phone]

APPENDIX: EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publishing and posting of this document to Shareholders	18 August 2010
Latest time for receipt of Forms of Proxy and CREST proxy instructions forms for General Meeting	10.00 a.m on 1 September 2010
General Meeting	10.00 a.m on 3 September 2010
Latest time and date for receipt of Forms of Election and TTE instructions from CREST holders in respect of the 'B' Share Alternatives	4.30 p.m on 3 September 2010
Latest time and date for dealing in Existing Ordinary Shares	4.30 p.m on 3 September 2010
Record time for the Return of Value and Share Capital Consolidation	5.30 p.m on 3 September 2010
New Ordinary Shares admitted to trading on AIM, dealings in New Ordinary Shares commence, CREST accounts credited with New Ordinary Shares and B Shares issued	8:00 a.m. on 6 September 2010
Dividend Alternative declared and B Shares in respect of which Dividend Alternative is payable convert into Deferred Shares	10 September 2010
Redemption of B Shares in respect of which Capital Alternative made	10 September 2010
Despatch of share certificates for New Ordinary Shares and cheques in respect of the Dividend Alternative and/or Capital Alternative. CREST accounts credited as appropriate in respect of the Dividend Alternative and/or the Capital alternative	By 14 September 2010

 

END

 

 

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