Publication of Circular

RNS Number : 1302W

Gleeson(M J)Group PLC

04 November 2014

 



THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED AND/OR INCORPORATED BY REFERENCE IN THE PROSPECTUS EXPECTED TO BE PUBLISHED BY MJ GLEESON PLC IN CONNECTION WITH THE PROPOSED SCHEME REFERRED TO BELOW. THE PROSPECTUS WILL BE MADE AVAILABLE ON MJ GLEESON'S WEBSITE AND WILL BE SUBMITTED TO THE NATIONAL STORAGE MECHANISM AND WILL BE AVAILABLE FOR INSPECTION AT www.Hemscott.com/nsm.do.

M J Gleeson Group Public Limited Company

PUBLICATION OF CIRCULAR

M J Gleeson Group Public Limited Company's ("MJ Gleeson", "Old MJ Gleeson", or the "Company") announced on 28 October 2014 that it proposed to change its corporate structure by introducing a new parent company, MJ Gleeson PLC ("New MJ Gleeson") as the new holding company of the Company, by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), and to implement a restructuring of the Company and its subsidiary undertakings (the "Group") (together with the Scheme, the "Proposals"). Further to that announcement, the Company announces that a circular setting out full details of these proposals (the "Circular") is being posted to shareholders today.  The Circular will shortly be available to download on MJ Gleeson's website (www.mjgleeson.com) and will shortly be submitted to the National Storage Mechanism to be available for inspection at www.Hemscott.com/nsm.do.

Effect of the Scheme

Under the terms of the Scheme, New MJ Gleeson will issue ordinary shares ("New MJ Gleeson Shares") to holders of Old MJ Gleeson Shares on a one-for-one basis, in exchange for the cancellation of their Old MJ Gleeson Shares. The effect of implementation of the Scheme will be as follows:

·      instead of having its ordinary share capital owned by the Old MJ Gleeson Shareholders, Old MJ Gleeson will become a subsidiary of New MJ Gleeson;

·      instead of owning a given number of Old MJ Gleeson Shares, each Old MJ Gleeson Shareholder will own the same number of New MJ Gleeson Shares; and

·      New MJ Gleeson, a new company incorporated in England and Wales, will be the parent company of the Group.

Impact of the Proposals

New MJ Gleeson will have the same on-going businesses and operations after the Scheme becomes effective as the current Group. However, following the proposed cash dividend and Dividend in Specie, New MJ Gleeson and its subsidiary undertakings would hold the Legacy Businesses separately from its other businesses. The Proposals will not result in any immediate changes in the day-to-day operations of the business of the Group or its strategy.

With effect from Admission (and conditional upon the Scheme becoming effective), New MJ Gleeson will have the same Board and management team as Old MJ Gleeson. The Board's employment terms with New MJ Gleeson are substantially the same as the terms of the Board's existing employment agreements with Old MJ Gleeson. The overall remuneration of each of the Board members will remain unchanged as a result of the Scheme.  

New MJ Gleeson will continue to comply with the UK Corporate Governance Code, and will continue to be subject to the City Code on Takeovers and Mergers. As such, the Proposals will retain the Group's commitment to high standards of governance and corporate responsibility.

The New MJ Gleeson Capital Reduction

It is intended that the New MJ Gleeson Capital Reduction will be carried out to create a reserve of distributable profits in New MJ Gleeson that will be available to be distributed as dividends or applied towards any other lawful purpose. The necessary shareholder resolution required by the Companies Act for New MJ Gleeson to implement the New MJ Gleeson Capital Reduction is expected to be passed prior to the Scheme Effective Date by the then current shareholders of New MJ Gleeson, on the basis that it will be conditional upon confirmation of the High Court, the Scheme becoming effective, the New MJ Gleeson Shares having been allotted and issued pursuant to the Scheme and Old MJ Gleeson Shareholders approving, by special resolution, the New MJ Gleeson Capital Reduction at the General Meeting (and the Scheme is conditional, amongst other matters, upon the passing of such Special Resolution).

Subject to the Scheme becoming effective and all other conditions above being satisfied, the Directors expect that the New MJ Gleeson Capital Reduction will become effective in January 2015.

Conditions for the Implementation of the Proposals

The implementation of the Scheme is conditional upon:

·      the approval of the Scheme by Old MJ Gleeson's Shareholders at a shareholder meeting to be convened at the direction of the High Court (the "Court Meeting"). The approval required at the Court Meeting is a majority in number of MJ Gleeson's shareholders present and voting (whether in person or by proxy), representing not less than 75% in value of those Old MJ Gleeson Shareholders who vote at the meeting;

·      the passing of the Resolutions set out in the notice of the General Meeting to approve the Scheme and various matters in connection with the Scheme including: (A) the cancellation of the Scheme Shares; (B) the issue and allotment of New Shares; (C) the changes to the Old MJ Gleeson Articles; (D) the delisting of the Old MJ Gleeson Shares from the Official List and the removal of the Old MJ Gleeson Shares from trading on the Main Market; (E) the New MJ Gleeson Capital Reduction; and (F) the adoption of the New MJ Gleeson Employee Share Plans, in each case at the General Meeting (or any adjournment of such meeting);

·      the sanction of the Scheme by the High Court and the confirmation by the High Court of the Old MJ Gleeson Capital Reduction;

·      a copy of the Court Order and Statement of Capital having been delivered to the Registrar of Companies in England and Wales for registration; and

·      permission having been granted by the FCA to admit the New MJ Gleeson Shares to the Official List and by the London Stock Exchange to admit the New MJ Gleeson Shares to trading on the Main Market.

Admission

Application will be made to the FCA for the New MJ Gleeson Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New MJ Gleeson Shares to be admitted to trading on the Main Market. A Prospectus relating to New MJ Gleeson and Admission, prepared in accordance with the Prospectus Rules, is expected to be made available in electronic form on the Group's website at www.mjgleeson.com, following approval by, and filing with the UK Listing Authority (expected to be on or before 19 November 2014).

The last day of trading in MJ Gleeson shares is expected to be 17 December 2014. It is expected that Admission of the New MJ Gleeson Shares will become effective, and that dealings in New MJ Gleeson Shares on the Main Market will commence, at 8.00 a.m. on 19 December 2014.

Expected Timetable of Principal Events

Publication of Prospectus	on or prior to 19 November 2014
Latest time for receipt by MJ Gleeson's Registrars of blue Forms of Proxy from MJ Gleeson Shareholders for the Court Meeting	11.00 a.m. on 24 November 2014
Latest time for receipt by MJ Gleeson's Registrars of white Forms of Proxy from MJ Gleeson Shareholders for the General Meeting	11.15 a.m. on 24 November 2014
Voting record time for the Court Meeting and the General Meeting	6.00 p.m. on 24 November 2014
Court Meeting	11.00 a.m. on 26 November 2014
General Meeting	11.15 a.m. on 26 November 2014
Old MJ Gleeson Annual General Meeting	11.30 a.m. on 12 December 2014
The following dates are subject to change:
Last day of trading in respect of, and for registration of transfers of, Old MJ Gleeson Shares	17 December 2014
Scheme Record Time	6.00 p.m. on 17 December 2014
Old MJ Gleeson Shares suspended	7.30 a.m. on 18 December 2014
Court Hearing to sanction the Scheme and to confirm the Old MJ Gleeson Capital Reduction	18 December 2014
Scheme Effective Date	18 December 2014
Cancellation and delisting of Old MJ Gleeson Shares	8.00 a.m. on 19 December 2014
Admission and listing of New MJ Gleeson Shares and commencement of dealings in New MJ Gleeson Shares on the London Stock Exchange	8.00 a.m. on 19 December 2014
Credit of New MJ Gleeson Shares in Uncertificated form to CREST accounts	19 December 2014
Expected date for Dividend in Specie and cash dividend	23 December 2014
Court hearing to confirm the New MJ Gleeson Capital Reduction	21 January 2015
New MJ Gleeson Capital Reduction expected to become effective	22 January 2015
Despatch of share certificates in respect of New MJ Gleeson Shares in Certificated form	within 10 Business Days of Admission

Unless otherwise stated, all references to times in this document are to London time. These times and dates are indicative only, subject to change and will depend, amongst other things, on the date on which the High Court sanctions the Scheme.

Capitalised terms used but not otherwise defined in this announcement have meaning given to them in the Circular.

You are advised to read the contents of the Circular in full, in conjunction with this announcement.

- The End -

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAWS.

Enquiries:

MJ Gleeson Group                                                                               Tel: [phone]

Jolyon Harrison                          Chief Executive Officer

Alan Martin                                Chief Financial Officer

Instinctif                                                                                               Tel: [phone]

Mark Garraway

Helen Tarbet

N+1 Singer

Shaun Dobson                                                                                       Tel: [phone]

Gillian Martin

Emily Watts

 

END

 

 

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