14th Apr 2009 12:16
United Utilities Group PLC Final Stage in the Return of Capital of Approximately £1.5 billion to Shareholders Final B Share Redemption and B Share Continuing Dividend 14 April 2009
Pursuant to the scheme of arrangement detailed in the circular sent by United Utilities PLC ("United Utilities") to its shareholders dated 6 June 2008, approved by its shareholders on 1 July 2008, and sanctioned by the High Court of Justice on 24 July 2008, one B Share in United Utilities Group PLC (the " Company") was issued to each shareholder for every ordinary share in United Utilities held by that shareholder. As at the close of the election period, being 4:30 p.m. on 8 August 2008, valid elections to accept the Final B Share Redemption were made in relation to 9,838,305 B Shares. 14 April 2009 is the date of the Final B Share Redemption, pursuant to which £1.70 per B Share will be returned to the holders of those B Shares in relation to which relevant elections were made, and which will thereafter be cancelled accordingly.
The B Shares that are the subject of the Final B Share Redemption also carry the right to the B Share Continuing Dividend which has, in accordance with the Company's articles of association, been calculated at the annual rate of 4.516875% for the interest period from 11 August 2008 to 14 April 2009, and which amounts to £0.05175225 per B Share. In respect of each holding of B Shares, the aggregate B Share Continuing Dividend entitlement is rounded down to the nearest whole penny as provided in the Company's articles of association. Cheques for the B Share Continuing Dividend will be despatched to registered shareholders (or payments will be made to registered shareholders' mandated bank accounts, as applicable), on 20 April 2009.
For Further Information
Equiniti Limited, United Utilities' registrars 0871 384 2898/+44 121 415
0259
Rob Hughes, Investor Relations Manager, United +44 (0) 1925 237000 Utilities
Jane Gilmore, Deputy Company Secretary, United +44 (0) 1925 237000 Utilities
Notes
1. Terms used but not defined in this announcement have the meanings given to
them in the scheme circular sent by United Utilities to its shareholders
dated 6 June 2008.
2. No United Utilities Group B Shares have been marketed to, nor are any
available for purchase by, the public in the United Kingdom or elsewhere in connection with the Admission. This announcement does not constitute an offer or form part of any offer or invitation to purchase, subscribe for, sell or issue, or a solicitation of any offer to purchase, subscribe for, sell or issue United Utilities Group Ordinary Shares, B Shares or any other securities in United Utilities or United Utilities Group. This announcement does not constitute a prospectus equivalent document.
3. Overseas Shareholders may be affected by the laws of other jurisdictions in
relation to the Proposals or the distribution of this announcement. Persons into whose possession this announcement comes should inform themselves about and observe any applicable restrictions and legal, exchange control or regulatory requirements in relation to the Proposals, the distribution of this announcement and the Prospectus. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.
INFORMATION FOR US SHAREHOLDERS
4. Neither the United Utilities Group Ordinary Shares nor the B Shares will
be, and are not required to be, registered with the US Securities and Exchange Commission under the US Securities Act of 1933, as amended, in reliance of the exemption from registration provided by Section 3(a)(10) thereof. Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved the United Utilities Group Ordinary Shares or the B Shares or passed an opinion on the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
This announcement is not an offer of securities for sale in the United States. Neither the United Utilities Group Ordinary Shares nor the B Shares to be issued to Shareholders in connection with the Scheme have been, will be, nor are required to be, registered with the SEC under the US Securities Act, in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that act. For the purpose of qualifying for the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that act with respect to the United Utilities Group Ordinary Shares and the B Shares issued pursuant to the Scheme, United Utilities will advise the Court that it will rely on Section 3 (a)(10) exemption based on the Court's sanctioning of the Scheme, which will be relied upon by United Utilities as an approval of the Scheme following a hearing on its fairness to Shareholders at which hearing all such Shareholders will be entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been or will be given to all such Shareholders.
5. United Utilities PLC has received advice in relation to the Proposals from
Deutsche Bank AG, London Branch and JPMorgan Cazenove Limited. Deutsche Bank, which is authorised under German Banking Law (competent authority: BaFin-Federal Financial Supervising Authority) and with respect to UK commodity derivatives business by the Financial Services Authority and regulated by the Financial Services Authority for the conduct of UK business and JPMorgan Cazenove, which is authorised and regulated by the Financial Services Authority in the United Kingdom, are jointly acting as sponsors and financial advisers for United Utilities and United Utilities Group and no-one else in connection with the Proposals and will not be responsible to anyone other than United Utilities and United Utilities Group for providing protections afforded to clients of Deutsche Bank and JPMorgan Cazenove respectively or providing advice in relation to the Proposals or any other matters described in this announcement.
TP090820127
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mapperRelated Shares:
United Utilities