Proposed Bonus Issue of Shares and Notice of GM

RNS Number : 4541A

Reach PLC

29 September 2020

 

29 September 2020

Reach plc

("the Company")

Publication of Circular and Notice of General Meeting

Proposed Bonus Issue of Shares, Adoption of New Articles of Association and

Adoption of the Reach All-Employee Share Plan

1. Bonus Issue

Further to the announcement made on 28 September 2020, the Company today confirms that, in lieu of payment of a cash interim dividend, it will issue new ordinary shares by way of a bonus issue to Qualifying Shareholders (the "Bonus Issue"). In accordance with the Company's Articles of Association, the Bonus Issue is conditional on shareholder approval being obtained at a general meeting to be held at Stoke Mill, Woking Road, Guildford, GU1 1QA on 22 October 2020 at 10:30 a.m. (or any adjournment thereof) (the "General Meeting").

The Bonus Issue will return value through the issue of 12,798,952 Shares based on a share price of 61.4954 pence per share, being the volume weighted average price of a Share over the five day period ended on 25 September 2020 (the "Bonus Issue Shares").

The Bonus Issue Shares will be issued on 23 October 2020 to shareholders who appear on the register of members as at 6:00pm on 22 October 2020 (the "Qualifying Shareholders") (the "Bonus Issue Record Time"), and each Qualifying Shareholder is expected to receive:

one Bonus Issue Share for every 23.38¹Ordinary Shares held at the Bonus Issue Record Time

Applications will be made to the FCA and to the London Stock Exchange for admission of the Bonus Issue Shares to listing on the premium listing segment of the UK Official List in accordance with the Listing Rules and to trading on the Main Market for listed securities (the "Admission"). It is currently expected that Admission of the Bonus Issue Shares will become effective at 8.00 a.m. on 23 October 2020. Following Admission, the Bonus Issue Shares will be fully paid up and rank pari passu in all respects with the Shares of the Company in issue at the time of the Bonus Issue and will have the rights, and be subject to the restrictions, provided for in the Articles of Association of the Company, including the right to receive and retain in full all dividends or other distributions. No Bonus Issue Shares will be issued in respect of any treasury shares held in the Company at the Bonus Issue Record Time.

No fraction of a Bonus Issue Share will be issued and the calculation of entitlements to Bonus Issue Shares will always be rounded down to the nearest whole Ordinary Share. Any fractional entitlements will be aggregated and the Company will procure that the maximum whole number of Bonus Issue Shares resulting therefrom will be allotted and sold in the market and the net proceeds of sale will be donated by the Company to charity.

The Company announces the dates and times given in the table below in connection with the Bonus Issue, which are indicative only and are based on the Company's current expectations and are subject to change. If any dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Shareholders by announcement through a Regulatory Information Service. All times shown are London times unless otherwise stated.

EVENT	TIME AND/OR DATE
Latest time and date for receipt of the Form of Proxy (or appointing a proxy electronically or submitting a proxy via CREST) for the General Meeting	10.30 a.m. on 20 October 2020
Voting Record Time(1)	6.30 p.m. on 20 October 2020
General Meeting	10.30 a.m. on 22 October 2020
Bonus Issue Record Time	6.00 p.m. on 22 October 2020
Bonus Issue Ex-date	8.00 a.m. on 23 October 2020
Admission and commencement of dealings in the Bonus Issue Shares on the premium segment of the Official List and the Main Market of the London Stock Exchange	by 8.00 a.m. on 23 October 2020
CREST accounts of Shareholders holding in uncertificated form credited with the Bonus Issue Shares	on or soon after 8.00 a.m. on 23 October 2020
Despatch of share certificates for the Bonus Issue Shares to Shareholders holding in certificated form	within 14 days of Admission

Notes:

⁽¹⁾ Entitlement to vote at the General Meeting by appointing a proxy, and the number of votes which may be cast at the General Meeting, will be determined by reference to the Company's register of members at 6.30 p.m. on 20 October 2020 or, if the meeting is adjourned, not later than 48 hours before the time appointed for the adjourned meeting (as the case may be). In each case, changes to the register of members after the relevant deadline shall be disregarded.

⁽²⁾ All events in the above timetable following the holding of the General Meeting are conditional on the passing of the Resolutions at such meeting.

2. Adoption of new Articles of Association

The existing Articles of Association were adopted on 13 May 2010. The new Articles of Association are proposed with a view to updating the existing articles to allow further flexibility around the holding of general meetings, with further amendments which include but are not limited to; amendments to reflect the recommendations in the UK Corporate Governance Code and updates within the Companies Act 2006; changes to the way dividends are paid so it is more convenient for shareholders and simplifying the procedure in relation to untraced shareholders.  

The Company has also taken this opportunity to make a number of minor changes, including grammatical changes to the new Articles of Association and to update the Existing Articles with the change in name to Reach plc.

The principal changes to the Existing Articles are summarised within the Circular. A copy of the proposed new Articles of Association have been published on the Company's website at  www.reachplc.com and will be available for inspection at 3 More London Riverside, London, SE1 2AQ during normal business hours on any weekday up to and including the date of the General Meeting.

3. Reach All-Employee Share Plan (the "Share Plan")

In recognition of their contribution and achievements during a challenging year, and to ensure all Reach colleagues have an opportunity to share in the future success of the business, the Company plans to award all colleagues a number of Shares during Q4, subject to Shareholder approval. By implementing an all-employee share plan, the Company can utilise the treasury shares it holds, conserving cash and ensuring there is no dilution of share capital. The Company also intends to launch a sharesave scheme for employees during 2021, subject to Shareholder approval for that scheme being obtained at the 2021 annual general meeting. It is currently intended that under the All-Employee Share Plan employees will receive an award of Shares which will be made in late 2020 and which will vest one year later. The value of the Shares subject to an award is proposed to be up to the value of £400 (as at the time of award) for each full-time employee.

The principal terms of the Share Plan are summarised in an Appendix to the Notice of General Meeting. A copy of the Share Plan is available for inspection on the Company's website at www.reachplc.com and will be available for inspection at 3 More London Riverside, London, SE1 2AQ during normal business hours on any weekday up to and including the date of the General Meeting.

4. Publication of Circular and Notice of Meeting

The Company further announces that a shareholder circular, containing the Notice of General Meeting, (the "Circular") seeking approval of the Bonus Issue, the adoption of new Articles of Association and an All-Employee Share Plan will be posted to Shareholders shortly. The Circular is not required to be approved by the FCA under the Listing Rules.

Shareholders' attention is drawn to section five headed "Procedures at the General Meeting and impact of COVID-19" in the Chairman's Letter in the Circular. In view of the restrictions introduced by the UK Government in response to COVID-19, Shareholders are asked not to attend the General Meeting in person and, in the interests of safety, any attempted entry to the General Meeting will be refused. As further detailed in the Circular, Shareholders are strongly encouraged instead to appoint the Chairman of the meeting as their proxy and provide voting instructions to the proxy in advance of the General Meeting.

Shareholders are invited to submit any questions via email to [e-mail] or in writing to General Meeting Questions, c/o Company Secretary, Reach plc, One Canada Square, Canary Wharf, London E14 5AP by 10.30 a.m. on Tuesday, 20 October 2020. Answers of which will be posted on the Company's website following the end of the meeting.

The Circular and the Notice of General Meeting have been published on the Company's website at www.reachplc.com . A copy of the Circular containing the Notice of General Meeting have been submitted to the National Storage Mechanism and will be available for viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

¹ Rounded to 2 decimal places for presentation purposes.

Enquiries
Reach plc
Jim Mullen, Chief Executive Simon Fuller, Chief Financial Officer Lorraine Clover, Group Company Secretary		020 7293 3000
Tulchan Communications
David Allchurch / Giles Kernick		020 7353 4200
LEI: 213800GNI5XF3XOATR61 Classification: 3.1 Additional regulated information required to be disclosed under the laws of a Member State

APPENDIX - DEFINITIONS

The following words and expressions shall have the following meanings in this Announcement unless the context otherwise requires:

"Admission"	the admission of the Bonus Issue Shares to listing on the premium listing segment of the UK Official List in accordance with the UK Listing Rules and to trading on the Main Market for listed securities in accordance with the UK Admission and Disclosure Standards;
"Articles of Association"	The articles of association of the Company, being either the existing articles of association or the proposed new articles of association as the context requires, and "Existing Articles" and "New Articles" shall be construed accordingly;
"Bonus Issue"	the issue of the Bonus Issue Shares at Admission;
"Bonus Issue Record Time"	6.00 p.m. on 22 October 2020;
"Bonus Issue Shares"	12,798,952 Shares of  £0.10  each in the capital of the Company;
"Circular"	the document published on 29 September 2020 as a circular prepared in accordance with the Listing Rules;
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form;
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended;
"Directors" or "Board"	the board comprising the executive directors and non-executive directors of the Company as at the date of this Announcement;
"Euroclear"	Euroclear UK and Ireland Limited, incorporated in England and Wales with registered number 02878738;
"FCA"	the UK Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA;
"Form of Proxy"	the form of proxy accompanying the Circular for use by Shareholders in relation to the General Meeting;
"FSMA"	the Financial Services and Markets Act 2000, as amended;
"General Meeting"	the general meeting of the Company to be held at the Company's office at Stoke Mill, Woking Road, Guildford, GU1 1QA on 22 October 2020 at 10.30 a.m. (or any adjournment thereof), notice of which is set out at the end of the Circular;
"Listing Rules"	the listing rules and regulations made by the FCA under Part VI of the FSMA, as amended;
"Main Market"	the main market of the London Stock Exchange;
"Notice of General Meeting"	the notice set out at the end of the Circular giving Shareholders notice of the General Meeting;
"Official List"	the official list of the FCA;
"Qualifying Shareholders"	Shareholders who are on the register of members on the Bonus Issue Record Time;
"Regulatory Information Service"	any of the services authorised by the FCA from time to time for the purpose of disseminating regulatory announcements;
"Resolutions"	means the Shareholder ordinary resolutions of Reach plc necessary to approve, effect and implement the Bonus Issue, including, without limitation, to: (i) grant authority to the Directors to allot and issue the Bonus Issue  Shares (and any amendment(s) thereof; and (ii) grant authority to the Directors to allot and issue the Bonus Issue Shares (and any amendment(s) thereof);
"Shareholders"	the holders of the Shares in the capital of the Company;
"Shares" or "Ordinary Shares"	the ordinary shares of 0.10 each in the capital of the Company;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;
"Voting Record Time"	20 October 2020 at 6.30 p.m., or, if the General Meeting is adjourned, not later than 48 hours before the time appointed for the adjourned meeting.

 

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