Hunting PLC
25 May 2004
25 May 2004
Hunting PLC ('Hunting', the 'Company')
Proposed cancellation and repayment of 8.25% Cumulative Convertible Preference
Shares of £1 each (the 'Convertible Preference Shares') and reminder of
conversion terms
The Board of Hunting today announces that it is intending to cancel and repay
all the issued Convertible Preference Shares of £1 each by means of a Court
approved reduction of share capital. This will result in a significant
reduction in the Company's cost of borrowing. The Directors believe that the
cancellation and repayment of the Convertible Preference Shares will be
immediately earnings enhancing and that the proposed terms are in the best
interests of the Company and its shareholders as a whole.
There are currently 47,883,393 Convertible Preference Shares in issue and the
Directors no longer consider it appropriate to maintain the Convertible
Preference Shares as a separate class of capital as:
• the Convertible Preference Shares carry a rate of interest in excess of
that currently paid by the Company on its borrowings and interest on the
Convertible Preference Shares is not deductible against tax. Therefore,
the cancellation and repayment of the Convertible Preference Shares is
expected to be earnings enhancing for Ordinary Shareholders;
• there is administrative inconvenience and cost associated with the
Convertible Preference Shares and the maintenance of their listing
on the Official List of the UK Listing Authority; and
• in certain circumstances, the Convertible Preference Shares carry
rights which would require the Company to seek the consent of the
holders of those shares. This requirement could limit the Company's
flexibility in its corporate financial policy.
In accordance with the Company's Articles of Association the holders of
Convertible Preference Shares will receive £1 for each Convertible Preference
Share held, representing their par value, together with any dividend that may
have accrued up to the date of repayment. The cost to the Company of the
cancellation and repayment, before expenses, will be £47.9 million to be funded
from the Company's existing facilities. Under the Companies Act 1985, the
holders of Ordinary Shares must pass a special resolution to approve the
cancellation and repayment proposal.
It is expected that a circular will be sent to shareholders of the Company
during June convening the requisite Extraordinary General Meeting at which the
necessary special resolution will be proposed to approve the reduction of share
capital. An application will then be made to the Court to confirm the
reduction. Accordingly, it is intended that the cancellation and repayment of
the Convertible Preference Shares should become effective by early August 2004.
The Company is also posting today a circular to holders of its Convertible
Preference Shares reminding them of their right to convert them into Ordinary
Shares of 25 pence each in the capital of the Company, on the basis of 34
Ordinary Shares for every £100 of nominal Convertible Preference Shares
converted. The conversion date is 1 July 2004.
Enquiries:
Hunting PLC
Dennis Proctor, Chief Executive 001 281 442 7382 (Houston)
Dennis Clark, Finance Director 020 7321 0123
Close Brothers Corporate Finance Limited 020 7655 3100
Andrew Cunningham
Hoare Govett Limited
Andrew Foster 020 7678 8000
Hogarth Partnership Limited
Andrew Jaques 020 7357 9477
John Olsen
This information is provided by RNS
The company news service from the London Stock Exchange
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