16th Jan 2008 12:43
Young & Co's Brewery PLC16 January 2008 16 January 2008 YOUNG & CO.'S BREWERY, P.L.C. ADOPTION OF NEW ARTICLES OF ASSOCIATION, 4 FOR 1 SHARE SPLIT AND RENEWAL OF SHARE BUY-BACK AUTHORITY The Board of Young & Co.'s Brewery, P.L.C. (the "Company") announces that itwill shortly be sending to shareholders a circular which will contain proposalsfor the adoption of new articles of association, a 4 for 1 share split andrenewal of the Company's authority to buy-back shares if the share split isapproved. Holders of A shares will be asked to consider these proposals at a generalmeeting on 20 February 2008. Holders of non-voting shares will be asked toconsider the form of the new articles at a class meeting to be held on the sameday. Adoption of new articles In 2005, certain necessary amendments were made to the Company's articles ofassociation as a result of the conversion of all B ordinary shares into Aordinary shares. The Board also stated that it intended to submit at a laterdate a proposal to adopt new articles of association more in line with currentbest practice. The existing articles were adopted in 1890 and, apart from the necessaryamendments referred to above, were last amended in December 2002. Althoughamendments were made in 2005 when the B ordinary shares were converted, theexisting articles still refer to B ordinary shares. The Board has decided that any new articles should be in modern plain English,be brought into line with the Companies Act 2006 and generally not replicateprovisions contained in the Companies Act 2006, as advocated by the Government. Given all of this, the Board believes that the Company should adopt new articlesrather than seek to amend the existing ones. The key changes made to reflectthis approach will be summarised in the circular being sent to shareholders andin view of the nature of some of them, separate meetings of the holders of the Ashares and the holders of the non-voting shares are needed. Share split Following simplification of the Company's share structure in 2005, the Board hascontinued to consider ways to improve further the capital structure. In light ofthis, the Board has concluded that a share split has a number of potentialbenefits for shareholders; these include moving the share prices into a morenormal range and improving liquidity in the Company's shares. The Board alsobelieves that a share split should help attract and retain a diverse shareholderbase. It is therefore proposed that: - each existing A ordinary share of 50p be sub-divided into 4 new Aordinary shares of 12.5p each; and - each existing non-voting ordinary share of 50p be sub-divided into 4new non-voting ordinary shares of 12.5p each. The Company's current allotted, called up and fully paid capital comprises7,266,000 A ordinary shares of 50p each and 4,790,000 non-voting ordinary sharesof 50p each. Immediately following the share split becoming effective, thecapital will comprise 29,064,000 new A ordinary shares of 12.5p each and19,160,000 new non-voting ordinary shares of 12.5p each. The share split is conditional upon the necessary approval being received fromthe holders of the A shares and upon the new ordinary shares being admitted totrading on AIM. Dealings in the new ordinary shares are expected to commence on25 February 2008 and, at that time, the existing shares will be removed from AIMand cancelled. Buy-back authority If the share split is approved, the holders of the A shares will be asked torenew the Company's buy-back authority but reflecting the change in theCompany's capital. It is proposed that the scope of the existing authorityremains the same (in terms of the aggregate nominal value of the shares that maybe purchased under it) but that it refer to the new 12.5p shares rather than theexisting 50p ones. Further details and information Further details can be found in the circular which will shortly be posted toshareholders and placed on the investor relations section of the Company'swebsite, www.youngs.co.uk. The circular will also contain the notices of themeetings. For further information, please contact: Young & Co.'s Brewery, P.L.C.Peter Whitehead 020 8875 7000 Finance DirectorAnthony Schroeder 020 8875 7000 Company Secretary Hogarth PartnershipJames Longfield 020 7357 9477 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Young & Co's Brewery