Topps Tiles PLC
01 August 2006
1 August 2006
Topps Tiles plc
Return of Cash
Results of elections
Topps Tiles plc (the 'Company') announces the results of elections by
Shareholders for the Share Alternatives being made available by the Company
pursuant to the Return of Cash which was approved by Shareholders at the
Company's EGM yesterday.
The terms of the Return of Cash gave Shareholders (other than US Holders) a
choice between receiving cash in a way that would be treated as income
(Alternative 1), deferred income (Alternative 2) or capital (Alternative 3) for
UK tax purposes. Shareholders could elect for Alternative 1, Alternative 2 or
Alternative 3 or a combination of these Share Alternatives in respect of their
holding of Existing Ordinary Shares.
As at the close of the Election Period, being 4.30 p.m. (London time) on 31 July
2006, the results of elections were as follows:
Number of Existing
Ordinary Shares
Alternative 1 (income) 38,739,832
Alternative 2 (deferred income) 269,052
Alternative 3 (capital) 137,247,422
Total elections 176,256,306
The C Share Choices:
Capital option 115,295,765
Single C Share Dividend 21,836,280
Deferred receipt option 115,377
Total Alternative 3 elections 137,247,422
US Holders, and Shareholders who have not elected for any of the Share
Alternatives, are deemed to have elected for Alternative 1 in respect of all of
their Existing Ordinary Shares.
Valid elections to receive Alternative 3 have been received in respect of
137,247,422 Existing Ordinary Shares. Since no more than 37,000,000 B Shares can
be issued, elections for B Shares have been scaled back pro rata (as nearly as
may be) to the number of B Shares which each Shareholder has elected to receive.
The excess number of Shareholder Entitlements has resulted in Shareholders who
elected for Alternative 3 together receiving 100,247,422 C Shares, as well as
37,000,000 B Shares.
Shareholders who have elected for Alternative 3 can change their C Share Choice
in respect of these C Shares between today and 3.00pm on 4 August 2006 by
withdrawing their original Election Form and submitting a revised election form
making a new C Share Choice in respect of all the C Shares they have received
under Alternative 3. Further details of the relevant withdrawal rights are
contained in paragraph 14 of Part 4 of the circular to Shareholders dated 7 July
2006. Additional information on how to exercise these withdrawal rights in
respect of Existing Ordinary Shares held in CREST is contained in paragraph 4 of
Part 10 of the circular. Shareholders who wish to switch between, or modify
their original elections for, Alternatives 1 and 2 can also exercise these
withdrawal rights. Shareholders who have not already elected for Alternative 3
cannot now make an election for this Share Alternative.
Share certificates will be issued, and CREST accounts will be credited, only in
respect of C Shares that are issued under Alternative 2 and Alternative 3 (to
the extent that the relevant Shareholder has elected to retain any C Shares
which he receives pursuant to Alternative 3 and receive the C Share Continuing
Dividend and be subject to the Compulsory Purchase Procedure in respect of
them). No B Shares or C Shares will be listed or traded on London Stock Exchange
or on any other recognised investment exchange.
Expected timetable of outstanding principal events:
Latest time for receipt of notices of withdrawal and ESA 3.00pm on 4
instructions from CREST holders in relation to withdrawal or August
modification of elections for Share Alternatives and C Share
Choices
Single C Share Dividend declared and C Shares in respect of 8 August 2006
which the Single C Share Dividend is payable automatically
convert into Deferred Shares
KBC Peel Hunt makes the Purchase Offer by means of an 8.00am on 8
announcement on the Regulatory News Service of London Stock August 2006
Exchange
B Shares redeemed 14 August 2006
Cheques issued/CREST accounts credited in respect of the Single 14 August 2006
C Share Dividend, the redemption of the B Shares and fractional
entitlements, together with tax vouchers
Cheques issued/CREST accounts credited in respect of the 14 August 2006
purchase of C Shares by KBC Peel Hunt
CREST accounts credited in respect of C Shares retained 14 August 2006
Despatch of New Ordinary Share certificates and retained C Share 14 August 2006
certificates
References to times in this announcement are to London time.
Definitions used in the circular to shareholders dated 7 July 2006 apply to this
announcement.
Enquiries:
Barry Bester - Chairman 01625 446 700
Nicholas Ounstead - CEO 01625 446 700
Sarah Landgrebe
Bell Pottinger Corporate & Financial 020 7861 3232
Megan MacIntyre
KBC Peel Hunt Ltd 020 7418 8900
This information is provided by RNS
The company news service from the London Stock Exchange
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