11th September 2007
New Corporate Structure - Posting of Circular
Reckitt Benckiser plc today posts a circular to shareholders regarding its
corporate restructuring.
The proposals seek to create additional distributable reserves to allow the
long-term continuation of the Company's progressive dividend and share buyback
policies. In addition, the proposals seek to cancel and repay the Company's
preference shares.
The proposals in summary are: -
* A scheme of arrangement whereby shares in Reckitt Benckiser plc will be
swapped for an equivalent number of shares in Reckitt Benckiser Group plc,
a new holding company.
* This will be followed by a reduction in capital of the new holding company
to create distributable reserves.
* Reckitt Benckiser Group plc shares will be listed on the London Stock
Exchange in exactly the same way as the existing Reckitt Benckiser plc
shares (which will be de-listed).
* The Reckitt Benckiser Preference Shares will be cancelled and repaid at par
value of £1 each.
* Reckitt Benckiser's share premium account and capital redemption reserve
will be cancelled to create distributable reserves within the Company.
The proposals are subject to Court approval and the approval of shareholders
(for the scheme of arrangement and capital reductions) and preference
shareholders (for the cancellation and repayment of the preference shares). A
circular is being posted to shareholders today. The Court, EGM and Preference
Shareholder Class meetings will be held on 4th October 2007.
Reckitt Benckiser plc has been advised by Credit Suisse Securities (Europe)
Limited.
For Further Information:
Reckitt Benckiser plc +44 (0) 1753 217800
Tom Corran SVP Investor Relations & Corporate Communications All Queries
Mark Wilson Corporate Controller & Investor Relations Manager Investor Queries
Fiona Fong Head of Corporate Communications Press Queries
Credit Suisse Securities (Europe) Limited +44 (0) 20 7888 8888
Piers de Montfort / Chris Byrne Investor Queries
Brunswick PR Agency +44 (0) 207 404 5959
Susan Gilchrist / Catherine Hicks Press Queries
The Proposals in Detail
Scheme of arrangement to create additional distributable reserves at the
holding company level and cancellation of preference shares
On 25 July 2007, Reckitt Benckiser plc ("Reckitt Benckiser" or the "Company")
announced its intention to implement proposals to (i) create additional
distributable reserves by the insertion of a new holding company of the Group
by means of a scheme of arrangement followed by a reduction of capital of the
new holding company, and (ii) to seek the cancellation and repayment of the
Reckitt Benckiser Preference Shares (the "Proposals").
Reckitt Benckiser today announces further details of the Proposals and confirms
that a circular is today being posted to Reckitt Benckiser Shareholders
containing full details and seeking Reckitt Benckiser Shareholders' approval of
the Proposals, as well as to the cancellation of the Company's share premium
account and capital redemption reserve.
If the scheme of arrangement is approved and becomes effective, Reckitt
Benckiser Ordinary Shareholders will receive one Reckitt Benckiser Group
Ordinary Share for every one Reckitt Benckiser Ordinary Share held at the
Scheme Record Time.
The new listed holding company, which is to be called Reckitt Benckiser Group
plc, will have the same board, management and corporate governance as the
Company.
A prospectus relating to Reckitt Benckiser Group plc is also being published
today, in connection with the admission to the Official List and admission to
trading on the London Stock Exchange of Reckitt Benckiser Group plc. The
prospectus can be accessed via http://www.reckittbenckiser.com/downloads/
prospectus.pdf
Reasons for the Proposals
Under English law, Reckitt Benckiser can only pay dividends to its shareholders
and/or repurchase shares to the extent that it has distributable reserves. The
objective of the scheme of arrangement and the reduction of capital of Reckitt
Benckiser Group plc (as well as the cancellation of the Company's share premium
account and capital redemption reserve) is to create distributable reserves.
The Directors believe that the establishment of Reckitt Benckiser Group as a
new holding company at this stage is the most suitable and effective way to
provide greater flexibility in the capital structure of the Group and provide
sufficient distributable reserves which will be available to Reckitt Benckiser
Group plc for future dividends and share repurchases. The scheme of arrangement
and reduction of capital of Reckitt Benckiser Group plc are expected to
increase the distributable reserves available to the holding company of the
Group from £380 million as at 31 December 2006 to approximately £14.4 billion.
The cancellation of the Company's share premium account and capital redemption
reserve also will create additional distributable reserves of approximately £
538 million within Reckitt Benckiser.
The market for the Reckitt Benckiser Preference Shares is extremely limited and
illiquid and the proposals for the cancellation and repayment of the Reckitt
Benckiser Preference Shares will provide Reckitt Benckiser Preference
Shareholders with the opportunity to convert their illiquid assets into cash at
a premium to the price at which the securities have recently traded. The Board
also considers that the administrative costs resulting from the maintenance of
separate classes of ordinary shares and preference shares are not justifiable.
Reckitt Benckiser Shareholders should note that the proposals to create
additional distributable reserves and the cancellation of the Reckitt Benckiser
Preference Shares are not inter-conditional.
Conditions to and implementation of the Proposals
Implementation of the scheme of arrangement and the reduction of capital of
Reckitt Benckiser Group plc is conditional (amongst other things) upon:
i. approval of the scheme of arrangement by a majority of Reckitt
Benckiser Ordinary Shareholders representing not less than 75 per cent. in
value of those Reckitt Benckiser Ordinary Shareholders voting (in person or
by proxy) at the Court Meeting;
ii. approval of the scheme of arrangement by not less than 75 per cent. of all
Reckitt Benckiser Shareholders who vote (in person or by proxy) at the EGM;
and
iii. sanction of the scheme of arrangement and confirmation of the reduction of
capital of Reckitt Benckiser Group plc by the Court.
The cancellation and repayment of the Reckitt Benckiser Preference Shares is
conditional (amongst other things) upon:
i. approval of the cancellation and repayment of the Reckitt Benckiser
Preference Shares by Reckitt Benckiser Preference Shareholders at the
Preference Shareholder Class Meeting; and
ii. confirmation of the reduction of capital of the Reckitt Benckiser
Preference Shares by the Court.
The cancellation of the Company's share premium account and capital redemption
reserve is conditional (amongst other things) upon:
i. approval of the cancellation of the Company's share premium account and
capital redemption reserve by not less than 75 per cent. of all Reckitt
Benckiser Shareholders who vote (in person or by proxy) at the EGM; and
ii. confirmation of the reduction of capital of the Company's share premium
account and capital redemption reserve by the Court.
Expected Timetable of Key Events
Circular sent to shareholders and prospectus 11 September 2007
published
Last date for receipt of forms of proxy for the Court 2 October 2007
Meeting, EGM and Preference Shareholder Class Meeting
Court Meeting, EGM and Preference Shareholder Class 4 October 2007
Meeting
Last day for dealings in Reckitt Benckiser Ordinary 22 October 2007
Shares and Reckitt Benckiser Preference Shares
Scheme Record Time 6 p.m. 22 October 2007
Reckitt Benckiser Group plc ordinary shares listed on 23 October 2007
the London Stock Exchange and dealings commence
Court Hearing of petition to confirm reduction of 24 October 2007
capital of Reckitt Benckiser Group plc
Reckitt Benckiser Group plc reduction of capital 25 October 2007
effective
Despatch of payments for cancelled Uncertificated 26 October 2007
preference shares via CREST
Despatch of payments for cancelled Certificated 30 October 2007
preference shares via cheque
This timetable is based on the Board's expectations and may be subject to
change.
Cancellation of listing of Reckitt Benckiser Ordinary Shares and Reckitt
Benckiser Preference Shares
Notice is hereby given that Reckitt Benckiser plc, conditional upon the scheme
of arrangement being declared effective, intends to cancel its listing of
ordinary shares and preference shares from 8.a.m. on Tuesday 23 October 2007 at
which time it is anticipated that dealings in Reckitt Benckiser Group plc
ordinary shares will commence on the London Stock Exchange.
Financial Advice
The Board has received advice in relation to the Proposals from Credit Suisse
Securities (Europe) Limited.
Documents Available for Inspection
Copies of the circular and prospectus have been submitted to the UK Listing
Authority and will shortly be available for inspection at the Document Viewing
Facility, which is situated at the following address: Financial Services
Authority, 25 The North Colonnade , Canary Wharf, London E14 5HS.
Terms used but not defined herein have the meanings given to them in the
circular posted to shareholders today.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENT
SHALL BE SOLD, ISSUED OR TRANSFERRED IN OR INTO ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
Credit Suisse Securities (Europe) Limited is acting exclusively for Reckitt
Benckiser and Reckitt Benckiser Group plc and no-one else in connection with
the Proposals and will not be responsible to anyone other than Reckitt
Benckiser and Reckitt Benckiser Group plc for providing the protections
afforded to clients of Credit Suisse Securities (Europe) Limited or for
providing advice in relation to the Proposals.
Notice to United States residents
In particular, this document is not an offer of securities in the United
States. The Reckitt Benckiser Group Ordinary Shares will not be, and are not
required to be, registered with the US Securities and Exchange Commission (the
"SEC") under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities laws of any state, district or other
jurisdiction of the United States. It is expected that the Reckitt Benckiser
Group Ordinary Shares will be issued in reliance on the exemption from
registration provided by Section 3(a)(10) thereof. Reckitt Benckiser
Shareholders (whether or not US persons) who are affiliates (within the meaning
of the US Securities Act) of Reckitt Benckiser or Reckitt Benckiser Group
before implementation of the Scheme or who are affiliates of Reckitt Benckiser
Group after the implementation of the Scheme will be subject to timing, manner
of sale and volume restrictions on the sale of Reckitt Benckiser Group Ordinary
Shares received in connection with the Scheme under Rule 145(d) of the US
Securities Act.
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Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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