24th Nov 2006 14:21
Whitbread PLC24 November 2006 Whitbread PLC24 November 2006 Return of cash - posting of shareholder circular Whitbread PLC ('Whitbread') announces that it has today posted a circularseeking shareholder approval for the proposed return of £350 million of cash toshareholders. It was announced in Whitbread's interim results on 24 October 2006 that it wouldreturn a further £350 million to shareholders, making a total since May 2005 of£1.16 billion. The return will be structured as a bonus issue of C shares with aview to giving shareholders a choice between receiving the cash in the form ofincome or capital and, so far as possible, giving those who choose capital somechoice as to when the return is made. The return will be accompanied by a shareconsolidation to maintain comparability of earnings per share and other companydata. Further details are set out below. Whitbread will also be paying a further £50m into its pension fund. This is inaddition to the £50m announced in October 2005 and paid into the pension fund inAugust 2006. Highlights of the return of cash: • Shareholders to receive 159 pence per existing ordinary share. • Return to be implemented by way of a C share issue with a view to providing UK tax resident shareholders with flexibility to elect to receive cash in the form of income or capital or a combination of the two. • 42 for 47 share consolidation to seek to maintain comparability of share price, earnings per share and dividends per share. • Extraordinary General Meeting to approve the return on 18 December 2006. • Cheques expected to be despatched to shareholders and CREST accounts credited on 18 January 2007. Details of the return of cash: Subject to shareholder approval and listing of the new ordinary shares arisingon the share consolidation, shareholders will receive a bonus issue of one Cshare for each ordinary share that they hold on 5 January 2007. Shareholders(other than those in certain overseas territories) will be able to elect betweenthe following choices in respect of those C shares: • To receive a single dividend of 159 pence per C share for some or all of their C shares. C shares in respect of which a shareholder has chosen to receive this single dividend payment will automatically be converted into deferred C shares, which will have negligible value. • To accept an offer to be made by Deutsche Bank AG, London Branch ("Deutsche Bank") to sell some or all of their C Shares to Deutsche Bank (acting as principal) for 159 pence per C share, free of all dealing expenses and commissions. Further details of this offer are contained within the circular. • To retain some or all of their C shares and have the opportunity to accept a future offer to sell them to Deutsche Bank (acting as principal) for 159 pence per C share, free of all dealing expenses and commissions. It is currently expected that there will be a further offer by Deutsche Bank to purchase C shares around the time of Whitbread's AGM in 2008, but there can be no guarantee that such an offer will be made. The C shares will not be listed and those which are retained will pay a dividendfixed at 75 per cent. of six month LIBOR. Shareholders who do not elect for anyof the alternatives will receive the single dividend on all of their C shares. A share consolidation will be undertaken in conjunction with the return of cash. Existing ordinary shares will be subdivided and consolidated so thatshareholders will receive 42 new ordinary shares for every 47 existing ordinaryshares held on 5 January 2007. The intention is that, subject to marketmovements, the share price of one new ordinary share immediately after listingshould be approximately equal to the share price of one existing ordinary shareimmediately beforehand. The ratio used for the share consolidation has been setby reference to Whitbread's market capitalisation at close of business on 20November 2006. New ordinary shares will be traded on the London Stock Exchange in the same wayas existing ordinary shares and will be equivalent to the existing ordinaryshares in all material respects, including their dividend, voting and otherrights. The effect of the share consolidation will be to reduce the number ofissued ordinary shares to reflect the return of 159 pence per ordinary share,but shareholders immediately following the consolidation will own the sameproportion of Whitbread's issued share capital as they did previously (subjectto fractional entitlements). Full details of the return of cash and share consolidation are contained in the circular. Expected timetable of principal events2006 Latest time and date for receipt of EGM form of proxy 2.00 pm on 16 DecemberEGM 2.00 pm on 18 December 2007Record date for the issue of C shares andshare consolidation 6.00 pm on 5 JanuaryCommencement of dealings in new ordinary shares 8.00 am on 8 JanuaryLatest time for receipt of election forms for theC share choices 3.00 pm on 11 JanuarySingle C share dividend declared and C sharesaccepted for purchase 15 JanuaryCheques despatched and CREST accounts credited 18 January For further information: Anna Glover - Corporate Communications Director - Tel: 01582 844439Christopher Rogers - Group Finance Director - Tel: 01582 396335 Two copies of each of the documents listed below have been submitted to TheFinancial Services Authority and will be available for inspection at theDocument Viewing Facility which is situated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS Documents submitted: Circular relating to the Proposed Return of Cash to Shareholders Form of Proxy Election Form for use by Shareholders in respect of the Initial Purchase Offerand/or Retention of C Shares in relation to proposed Return of Cash toShareholders Amendments to Whitbread's articles of association Whitbread PLC is one of the UK's leading hospitality companies, managingbusinesses in the budget hotels, restaurant and health & fitness sectors,including Premier Travel Inn, Brewers Fayre, Beefeater, Costa and David LloydLeisure. Whitbread's strategy is to create value for our shareholders by focusinginvestment and growing in expanding sectors of the hospitality industry,primarily in the UK but also in selected overseas markets. In the financial year to March 2, 2006, Whitbread generated pre-tax, pre-exceptional profit of £181.1m. Founded in 1742, the company is listed on theLondon Stock Exchange (as WTB.L) and is a member of the FTSE4Good indices. Deutsche Bank AG is authorised under German Banking Law (competent authority:BaFin - Federal Financial Supervising Authority) and with respect to UKcommodity derivatives business by the Financial Services Authority; regulated bythe Financial Services Authority for the conduct of UK business. Deutsche Bankis acting for Whitbread and no-one else in connection with the return of cashand will not be responsible for anyone other than Whitbread for providing theprotections afforded to clients of Deutsche Bank or for providing advice inrelation to the return of cash. None of the existing ordinary shares, new ordinary shares or the C shares havebeen or will be registered under the U.S. Securities Act of 1933, as amended(the 'Securities Act') or the securities laws of any other U.S. jurisdiction,and none of them may be offered or sold in the United States unless pursuant toan exemption from, or in a transaction not subject to the registrationrequirements of the Securities Act. Shareholders in the United States, Australia, Canada, Japan and the Republic ofSouth Africa will only be eligible for the single C share dividend and will notbe offered the other alternatives. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Whitbread