Publication of Circular

RNS Number : 2110S

Redrow PLC

07 March 2019

 

7 March 2019

Redrow plc ("Redrow")

Return of Cash: Publication of Circular

As previously referred to in the announcement of its interim results on 6 February 2019, Redrow today announces that it intends to return 30 pence per ordinary share to shareholders, amounting to a return of approximately £111 million (the "Return of Cash").

The Return of Cash will be implemented by way of a B share scheme (the "B Share Scheme") requiring the issue and allotment of a new class of shares (the "B Shares") by Redrow to shareholders in proportion to their existing holding of Redrow ordinary shares.  Following the allotment and issue of the B Shares, it is expected that Barclays Bank PLC (or a subsidiary thereof) ("Barclays") (acting as principal, and not as agent, nominee or trustee for Redrow) will make an offer to purchase all of the B Shares for an amount of 30 pence per B Share, free of all expenses and commissions (the "B Share Purchase Offer").  It is expected that the majority of United Kingdom tax-resident shareholders will receive capital treatment on the proceeds of the B Share Purchase Offer.

To maintain comparability, so far as possible, between the market price of each ordinary Redrow share before and after the Return of Cash, and to reflect the value that will be returned to shareholders, it is intended that the B Share Scheme will be accompanied by a consolidation of Redrow's existing ordinary share capital (the "Share Consolidation") at a ratio of 20 for 21 (or such other ratio as may be proposed by the board of directors of Redrow).

The B Share Scheme and Share Consolidation are subject to the approval of Redrow's shareholders and accordingly the following documentation has been published and will shortly be posted to shareholders:

·    an explanatory circular regarding the B Share Scheme and the Share Consolidation, and containing a notice of general meeting (the "Circular"); and

·      the form of proxy for use at the general meeting (the "Form of Proxy").

Redrow's general meeting (the "General Meeting") to approve the B Share Scheme, the Share Consolidation and associated resolutions regarding the share capital of Redrow will be held at 10.00 a.m. on Wednesday 27 March 2019 at Redrow House, St David's Park, Ewloe, Flintshire CH5 3RX.

The record time for entitlement to the B Shares and the Share Consolidation will be 6.00 p.m. on Friday 5 April 2019.  Subject to the receipt of the requisite shareholder approvals at the General Meeting, the B shares are expected to be issued on 8 April 2019 and the B Share Purchase Offer is expected to be made on 9 April 2019, with the despatch of payments and the crediting of CREST accounts in respect of proceeds from the sale of the B Shares expected to occur on 16 April 2019.  A detailed timetable of principal events and the full terms and conditions of the B Share Scheme and related Share Consolidation are set out in the Circular.

The Circular can be found on Redrow's website at http://investors.redrowplc.co.uk.  A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM.

Important Notices

This announcement introduces the proposals contained in the Circular, which should be read by shareholders before taking a decision. The announcement is not a summary of the proposals and should not be regarded as a substitute for reading the Circular.

The release, publication or distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any such restrictions.

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. This announcement does not constitute an invitation to participate in the B Share Scheme in or from any jurisdiction in or from which, or to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise or where such offer would require a prospectus to be published. Neither this announcement, nor any other document issued in connection with the proposed return of cash to shareholders, may be issued or distributed to any person except under circumstances which do not constitute an offer to the public under applicable securities laws.

Barclays, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority in the United Kingdom, is acting exclusively for Redrow and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Redrow for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither Barclays, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Barclays in connection with this announcement, any statement contained herein or otherwise.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own financial or tax advice immediately from your stockbroker, bank manager, fund manager, solicitor, accountant, tax advisor or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from any appropriately authorised independent financial adviser.

LEI Number:
2138008WJZBBA7EYEL28

Announcement Classification:
3.1: Additional regulated information required to be disclosed under the laws of a Member State

 

END

 

 

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