24th May 2006 18:09
Whitbread PLC24 May 2006 Whitbread PLC 24 May 2006 Return of cash - posting of shareholder circular Whitbread PLC ("Whitbread") announces that it will shortly be posting a circularseeking shareholder approval for the proposed return of £400 million of cash toshareholders. Whitbread has now received total proceeds of close to £1.3billion from its programme of asset disposals of which £400 million has alreadybeen returned to shareholders by way of special dividend in May 2005. This further return of cash is being effected by using a B share issue which(subject to certain exceptions) gives shareholders a choice as to when and inwhat form they receive their proceeds. Highlights of the return of cash: • Shareholders to receive 155 pence per existing ordinary share. • Return to be implemented by way of a B share issue to provide UK taxresident shareholders with flexibility to elect to receive cash in the form ofincome or capital or a combination of the two. • 17 for 20 share consolidation to seek to maintain comparability ofshare price, earnings per share and dividends per share. • Extraordinary General Meeting to approve the return following theAnnual General Meeting on 20 June 2006. • Cheques expected to be despatched to shareholders and CREST accountscredited on 6 July 2006. 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 Bshare for each ordinary share that they hold on 23 June 2006. Shareholders(other than those in certain overseas territories) will be able to elect betweenthe following alternatives in respect of those B shares: • To receive a single dividend of 155 pence per B share for some or allof their B shares. B shares in respect of which a shareholder has chosen toreceive this single dividend payment will automatically be converted intodeferred shares, which will have negligible value. • To accept an offer to be made by Deutsche Bank to sell some or all oftheir B Shares to Deutsche Bank (acting as principal) for 155 pence per B share,free of all dealing expenses and commissions. • To retain some or all of their B shares and have the opportunity toaccept a future offer to sell them to Deutsche Bank (acting as principal) for155 pence per B share, free of all dealing expenses and commissions. It iscurrently expected that there will be a further offer by Deutsche Bank topurchase B shares around the time of Whitbread's AGM in 2007, but there can beno guarantee that such an offer will be made. The B shares will not be listed and will pay a dividend fixed at 75 per cent. ofsix month LIBOR. Shareholders who do not elect for any of the alternatives willreceive the single dividend on all of their B 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 17 new ordinary shares for every 20 existing ordinaryshares held on 23 June 2006. 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 23 May2006. 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 155 pence per ordinary share,but shareholders will own the same proportion of Whitbread's issued sharecapital as they did previously (subject to fractional entitlements). Full details of the return of cash and share consolidation are contained in thecircular. Expected timetable of principal events 2006Latest time and date for receipt of form of proxy for the EGM 2.15 pm on 18 JuneEGM 2.15 pm on 20 JuneRecord date for the issue of B shares and share consolidation 6.00 pm on 23 JuneCommencement of dealings in new ordinary shares 8.00 am on 26 JuneLatest time for receipt of election forms for the B share alternatives 3.00 pm on 29 JuneSingle B share dividend declared and B shares accepted for purchase 3 JulyCheques despatched and CREST accounts credited 6 July For further information: Anna Glover Tel: 01582 844439 Christopher Rogers Tel: 01582 396335 Deutsche Bank, which is regulated by the Financial Services Authority for theconduct of designated investment business in the UK, is acting for Whitbread andno-one else in connection with the return of cash and will not be responsiblefor anyone other than Whitbread for providing the protections afforded toclients of Deutsche Bank or for providing advice in relation to the return ofcash. None of the existing ordinary shares, new ordinary shares or the B 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 B 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